Bli medlem
Bli medlem

Du är här

2015-03-26

Asiakastieto Group Oyj: Asiakastieto's share sale concluded successfully - final sale price set at EUR 14.75 per share

ASIAKASTIETO GROUP PLC STOCK EXCHANGE RELEASE 26 MARCH 2015, 2.45 p.m. EET

Not for publication or distribution, directly or indirectly, in or into
Australia, Canada, the Hong Kong special administrative region of the
People's Republic of China, Japan, New Zealand, South Africa, Singapore or
the United States, or any other jurisdiction in which the distribution or
release would be unlawful.

Asiakastieto's share sale concluded successfully - final sale price set at EUR
14.75 per share

Asiakastieto Group Plc's ("Asiakastieto" or the "Company") sole shareholder,
AKT Holdings S.à r.l. (the "Selling Shareholder"), has decided that the
maximum number of shares preliminarily offered for purchase will be sold in
the share sale. The Selling Shareholder will sell 11,500,000 shares (the
"Share Sale") representing approximately 76.7 per cent of the total number of
the Company's shares outstanding before the Personnel Offering (as defined
below). The final sale price has been set at EUR 14.75 per share in the Share
Sale, corresponding to a market capitalization of Asiakastieto of
approximately EUR 223 million.

The demand in the Share Sale was strong in Finland and internationally, and
the Share Sale was oversubscribed several times. The Selling Shareholder has
decided that 10,456,409 shares will be sold to institutional investors in
Finland and internationally (the "Institutional Share Sale") and that
1,043,591 shares will be sold to private individuals and entities in Finland
(the "Public Share Sale"). The commitments given in accordance with the Terms
and Conditions of the Public Share Sale will be accepted in full.

In addition, Asiakastieto will issue 102,178 new shares to the Company's
personnel in Finland (the "Personnel Offering"). The final subscription price
for the shares to be issued in the Personnel Offering is 10 per cent lower
than the final sale price in the Share Sale, i.e. EUR 13.275 per share. The
commitments given in the Personnel Offering will be accepted in full. The
Company's Board of Directors will approve paid subscriptions on or around 16
April 2015.

The Selling Shareholder will receive gross proceeds of approximately EUR 170
million from the Share Sale assuming no exercise of the Over-allotment Option
(as defined below). The Company will receive gross proceeds of approximately
EUR 1.4 million from the Personnel Offering. After the shares offered in the
Personnel Offering have been issued, the number of the Company's shares will
rise to 15,102,178.

Following completion of the Share Sale and the Personnel Offering and prior to
any potential exercise of the Over-Allotment Option (as defined below), the
Selling Shareholder will continue to own 3,500,000 shares, representing
approximately 23.2 per cent of the total number of the Company's shares
outstanding, and the members of the Company's executive management will, in
the Personnel Offering, have subscribed for and will own 83,957 shares,
representing approximately 0.6 per cent of the total number of the Company's
shares outstanding. If the Over-Allotment Option is exercised in full, the
Selling Shareholder will own 1,775,000 shares, representing approximately
11.8 per cent, of the total number of the Company's shares outstanding.

Shares issued in the Public Share Sale are recorded in the book-entry accounts
of investors who have made an approved commitment on the first banking day
after the pricing takes place, on 27 March 2015. In the Institutional Share
Sale, the shares will be ready to be delivered against payment on or around
31 March 2015 through Euroclear. Shares issued in the Personnel Offering are
recorded in the book-entry accounts of subscribers who have made an approved
subscription on or around 17 April 2015.

Participants in the Public Share Sale will be sent a confirmation of accepted
subscriptions on or about 31 March 2015. Any excess payments made in
connection with the purchase commitments will be returned to investors on or
around 2 April 2015. If the investor's bank account is in a different
financial institution to the subscription place, the refund will be paid into
a Finnish bank account in accordance with the payment schedule of the
financial institutions, on or about two banking days later.

The trading of Asiakastieto shares is expected to commence on the pre-list
list of NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") on or around 27
March 2015 and on the official list on or around 31 March 2015.

The Selling Shareholder has granted Danske Bank A/S, Helsinki Branch ("Danske
Bank") and Pohjola Bank plc ("Pohjola") (together the "Managers") an
over-allotment option exercisable within 30 days from the commencement of
trading of the Shares on the Helsinki Stock Exchange, i.e. on or about the
time period from 27 March 2015 to 25 April 2015, to purchase for or to
procure purchasers for up to 1,725,000 additional shares in the Company
solely to cover over-allotments in the Share Sale, if any (the
"Over-Allotment Option").

After the Share Sale, Danske Bank may, within 30 days from the commencement of
the trading of the shares on the Helsinki Stock Exchange, engage in measures
that stabilise, maintain or otherwise affect the price of the shares. Any
stabilization measures will be conducted in accordance with the European
Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of
the European Parliament and of the Council as regards exemptions for buyback
programs and stabilization of financial instruments. Danske Bank expects to
enter into a share lending agreement with the Selling Shareholder related to
the Over-Allotment Option and stabilisation.

Danske Bank is acting as Sole Bookrunner, Pohjola as Senior Co-Lead Manager
and N M Rothschild&Sons Limited is acting as financial advisor to the Company
and the Selling Shareholder in the initial public offering.

In connection with the completion of the listing, Anni Ronkainen will join
Asiakastieto's Board of Directors and Jukka Ruuska and Mikko Parjanne will no
longer serve as Board members. After the listing, Asiakastieto's Board of
Directors will consist of Daniel Lopez-Cruz (Chairman), Petri Carpén, Bo
Harald, Gilbert Kamieniecky and Anni Ronkainen.

Further enquiries

Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111

Disclaimer

The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, the Hong Kong special
administrative region of the People's Republic of China, Japan, New Zealand,
South Africa, Singapore or the United States. The issue, exercise or sale of
securities in the offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility
in the event of a violation by any person of such restrictions.

This is not a prospectus but an advertisement and investors should not
subscribe for or purchase any securities or make any investment decisions
referred to herein, except on the basis of information contained in the
prospectus to be issued by the Company. Subject to certain restrictions, the
prospectus will be published and made available on the Company's website.

The information contained herein shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction. Investors must neither accept any offer for, nor acquire, any
securities to which this document refers, unless they do so on the basis of
the information contained in the applicable prospectus published by the
Company.

These written materials do not constitute an offer for sale of securities in
the United States, nor may the securities be offered or sold in the United
States absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended, and the rules and regulations thereunder.
The securities will not be registered under the U.S. Securities Act of 1933,
as amended, and there will be no public offering of the securities in the
United States.

The Company has not authorised any offer to the public of securities in any
member state of the European Economic Area other than Finland. With respect
to each member state of the European Economic Area other than Finland which
has implemented the Prospectus Directive (each, a "Relevant Member State"),
no action has been undertaken or will be undertaken to make an offer to the
public of securities requiring publication of a prospectus in any Relevant
Member State. As a result, the securities may only be offered in Relevant
Member States (a) to any legal entity which is a qualified investor as
defined in the Prospectus Directive; or (b) in any other circumstances
falling within Article 3(2) of the Prospectus Directive. For the purposes of
this paragraph, the expression "an offer of securities to the public" means
the communication in any form and by any means of sufficient information on
the terms of the offer and the securities to be offered so as to enable an
investor to decide to exercise, purchase or subscribe for the securities, as
the same may be varied by any measure implementing the Prospectus Directive
in that Relevant Member State, and the expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State),
and includes any relevant implementing measure in the Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The information contained herein shall not constitute a public offering of
shares in the United Kingdom. This document is only being distributed to and
is only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth companies, and other persons to whom it may lawfully
be communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this document relates will be only available to, and will be engaged in
only with, relevant persons. Any person who is not a relevant person should
not act or rely on this announcement or any of its contents.

FCA/ICMA Stabilization

This document includes "forward-looking statements" that involve risks,
uncertainties and other factors, many of which are outside of the Company's
control and could cause actual results to differ materially from the results
discussed in the forward-looking statements. Forward-lookin...

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.