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BOARD OF DIRECTORS OF ETTEPLAN OYJ DECIDED ON A RIGHTS OFFERING

Stock exchange release - Published: 09.05.2016 - 09:15:00
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NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH-AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH-AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL


ETTEPLAN OYJ, COMPANY ANNOUNCEMENT (DISCLAIMER), MAY 9, 2016 AT 09.15 A.M.


BOARD OF DIRECTORS OF ETTEPLAN OYJ DECIDED ON A RIGHTS OFFERING

The Board of Directors of Etteplan Oyj (”Etteplan” or the ”Company”) has today, on 9 May 2016, based on the authorization granted by the Annual General Meeting on 5 April 2016, resolved on a rights offering (the “Offering”) of approximately EUR 14 million.

Etteplan is offering in the Offering at maximum 4 105 933 new shares (”Offer Shares”) to the Company’s shareholders for subscription in proportion to their current shareholding in the Company. The Offer Shares to be issued in the Offering represent a maximum of approximately 20.0 % of the total number of the outstanding shares and the total voting rights in the Company prior to the Offering and approximately 16.7 % of the total outstanding shares and the total voting rights after the Offering, assuming that the Offering is subscribed in full.

The subscription price for the Offer Shares is EUR 3.50 per Offer Share. The subscription period will commence on 16 May 2016 at 9.30 am and end on 31 May 2016 at 4.30 pm (Finnish time).

Assuming that all of the Offer Shares are subscribed for in the Offering, the Company will raise net proceeds of approximately 14 million euros from the Offering. Etteplan intends to use the net proceeds from the Offering to a repayment of the interim financing raised for the acquisition of the share capital of Espotel Oy (“Espotel”) and Soikea Solutions Oy (“Soikea”) and to strengthen the Company’s capital structure.

A shareholder who is registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 11 May 2016 of the Offering (“Record Date”), in respect of nominee-registered existing shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right (the “Subscription Right”) as a book-entry for each existing share owned on the Record Date.

A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for one (1) Offer Share for every five (5) Subscription Rights. No fractions of Offer Shares will be allotted, i.e. exactly five (5) Subscription Rights are needed to subscribe for every Offer Share.

The holders of Subscription Rights may sell their Subscription Rights any time before the trading with the Subscription Rights ends. The Subscription Rights are subject to trading on the Helsinki Stock Exchange between 16 May 2016 at 10.00 a.m. Finnish time and 25 May 2016 at 6.25 p.m. Finnish time. Subscription Rights may be sold or purchased by giving a sell or purchase assignment to one’s own book-entry account operator or to any securities broker. The Offer Shares subscribed for in the Offering do not entitle to the dividend for the financial year 2015 decided by the Annual General Meeting of Shareholders of the Company held on 5 April 2016.

The largest shareholder of the Company, Ingman Group Oy Ab, which owns approximately 66,05 % of the total number of the existing shares and the total voting rights, has irrevocably undertaken to subscribe for Offer shares to be issued in the Offering in proportion to its current holdings in the Company. According to its subscription undertaking, Ingman Group Oy Ab will in the aggregate subscribe for 2 730 000 new shares in the Offering, which represent in the aggregate approximately 66.05 % of the maximum number of new shares to be issued in the Offering and to pay the subscription price by setting off approximately EUR 9,5 million of its receivables corresponding to approximately EUR 10 million against the subscription price with the Company’s consent. In accordance with its commitment, Ingman Group Oy Ab has undertaken to pay the remaining subscription price in cash, if the total subscription price of the shares to be issued in the Offering to Ingman Group Oy Ab exceeds the receivables.

In addition, Varma Mutual Pension Insurance Company, which owns approximately 3,97 % of the existing shares and Taaleri Micro Markka Equity Fund, which owns approximately 1,45 % of the existing shares have irrevocably undertaken to subscribe for new shares to be issued in the Offering in proportion to their current holdings in the Company.

The ex-rights date for the Offering is 10 May 2016 and therefore Etteplan’s shares carrying Subscription Rights are still subject to trading today. Etteplan has submitted a Finnish language prospectus for the approval of the Finnish Financial Supervisory Authority. This prospectus will be published on or about 10 May 2016.

Etteplan expects to publish a stock exchange release regarding the preliminary results of the Offering on or about 1 June 2016 and one regarding the final results on or about 8 June 2016. Trading of interim shares corresponding to the Offer Shares will commence on or about 1 June 2016. Trading in the Offer Shares will commence on or about 10 June 2016.

The terms and conditions of the Offering are set out in the appendix to this release.

Evli Bank Plc acts as the Lead Manager of the Offering. Castrén & Snellman Attorneys Ltd acts as the legal adviser to Etteplan in respect of Finnish law.

Vantaa, May 9, 2016

Etteplan Oyj

Board of Directors

Additional information:
Juha Näkki, President and CEO, tel. +358 400 606 372
Outi-Maria Liedes, SVP, HR & Operational Development, tel. +358 40 756 9620

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com

Etteplan’s services cover engineering, technical documentation, embedded systems and IoT solutions. Our customers are the world’s leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers’ products and engineering processes throughout the product life cycle. The results of Etteplan’s innovative engineering can be seen in numerous industrial solutions and everyday products.

In 2015, Etteplan had turnover of EUR 141.1 million. The company has about 2,400 professionals in Finland, Sweden, the Netherlands, Germany, Poland and China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETT1V ticker.

 

DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into The United States, Australia, Canada, Hong Kong, Japan, Singapore or South-Africa. The issue, exercise or sales of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

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. There is no intention to register any portion of the offering in the United States or to conduct a public offering of 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 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 document or any of its contents.

The information contained in this document is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this documentor on its completeness, accuracy or fairness. The information in this document is subject to change. Any subscription for securities should be made solely on the basis of the information contained in the offering circular to be issued by the company in due course.

This document contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date of this document. The company disclaims any obligation to update any forward-looking statements contained in this document, except as required pursuant to applicable law.

 

APPENDIX   Terms and conditions of the Offering

TERMS AND CONDITIONS OF THE OFFERING

Background

On 5 April 2016, the Annual General Meeting of Etteplan Oyj (“Etteplan” or “the Company”) authorized the Board of Directors to decide on the issuance of shares in one or more tranches. A maximum of 6,000,000 new shares may be issued on the basis of the authorization, which, on the date of the Annual General Meeting, represented approximately 29.0% of the Company’s existing shares (“Existing shares”). On the basis of the authorisation, new shares may be issued both in accordance with and in deviation from the shareholders’ pre-emptive rights to subscribe for new shares, provided that there are weighty financial reasons for the Company to do so. The authorisation is valid until 4 April 2018.

On 9 May 2016, the Board of Directors of the Company resolved, based on the above authorisation of the Annual General Meeting, to issue a maximum of 4 105 933 offer shares (“Offer Shares”) in accordance with the shareholders’ pre-emptive rights (the “Offering”) as set forth in the below terms and conditions of the Offering.

The Offer Shares to be issued in the Offering represent approximately 20.0% of the total number of the outstanding shares and the total voting rights in the Company before the Offering and approximately 16.7 % of the total number of the outstanding shares and the total voting rights in the Company after the Offering assuming that the Offering is subscribed in full.

Evli Bank Plc will be acting as the lead manager of the Offering (“Evli” or the “Lead Manager”).

The largest shareholder of the Company, Ingman Group Oy Ab, has irrevocably undertaken on 6 May 2016 to subscribe for Offer Shares to be issued in the Offering in proportion to its current holdings in the Company. According to its subscription undertaking, Ingman Group Oy Ab will in the aggregate subscribe for 2 730 000 Offer Shares in the Offering, which represent in the aggregate approximately 66.05 % of the maximum number of new shares to be issued in the Offering and to pay the subscription price by setting off approximately EUR 9,5 million of its receivables based on a loan agreement made on 14 March 2016, corresponding to approximately EUR 10 million, against the subscription price with the Company’s consent. In accordance with its commitment, Ingman Group Oy Ab has undertaken to pay the remaining subscription price in cash, if the total subscription price of the shares to be issued in the Offering to Ingman Group Oy Ab exceeds the receivables.

Varma Mutual Pension Insurance Company, which owns approximately 3,97 % of the total number of the Existing shares and the total voting rights in the Company, has irrevocably undertaken on 6 May 2016 to subscribe for Offer Shares to be issued in the Offering in proportion to its current holdings in the Company. According to its subscription undertaking, Varma Mutual Pension Insurance Company will in the aggregate subscribe for 163 006 Offer Shares in the Offering, which represent in the aggregate approximately 3,97 % of the maximum number of new shares to be issued in the Offering.

In addition, Taaleri Micro Markka Equity Fund, which owns approximately 1,45 % of the total number of the Exiting shares and the total voting rights in the Company, has irrevocably undertaken on 4 May 2016 to subscribe for Offer Shares to be issued in the Offering in proportion to its current holdings in the Company. According to its subscription undertaking, Taaleri Micro Markka Equity Fund will in the aggregate subscribe for 59 536 Offer Shares in the Offering, which represent in the aggregate approximately 1,45 % of the maximum number of new shares to be issued in the Offering.

Terms and conditions of the offering

Right to subscribe

Primary Subscription

The Offer Shares issued by the Company will be offered for subscription by the shareholders of the Company in proportion to their holding of Existing shares in the Company.

A shareholder who is registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 11 May 2016 of the Offering (“Record Date”), in respect of nominee-registered Existing shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right (the “Subscription Right”) as a book-entry (ISIN Code FI4000206784) for each existing share owned on the Record Date (the “Primary Subscription Right”).

A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for one (1) Offer Share for every five (5) Subscription Rights. No fractions of Offer Shares will be allotted, i.e. exactly five (5) Subscription Rights are needed to subscribe for every Offer Share.

Secondary Subscription

Further, a shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right, is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the “Secondary Subscription”).

If and to the extent the Offer Shares are not fully subscribed after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription as decided by the Board of Directors for a shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right.

Subscription Price

The subscription price is EUR 3.50 per Offer Share. The subscription price will be recorded in its entirety in the invested unrestricted equity fund.

The subscription price has been set to include a discount of 28.7 per cent compared to the closing price of the Company’s share on the stock exchange list of Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”) on the trading day immediately preceding the decision on the Offering.

Subscription Period

The subscription period will commence on 16 May 2016 at 9.30 am and expire on 31 May 2016 at 4.30 p.m. Finnish time (the “Subscription Period”). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period. The pre-emptive subscription right is to be exercised during the Subscription Period.

Subscription for Offer Shares pursuant to the Primary Subscription Right and payments

A holder of Subscription Rights may participate in the Offering by subscribing for Offer Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription price. Each five (5) Subscription Rights entitle their holder to subscribe for one (1) Offer Share. Fractions of Offer Shares cannot be subscribed. In order to participate in the Offering, a holder of Subscription Rights must submit a subscription assignment in accordance with the instructions given by the Lead Manager or the relevant custodian or account operator. A holder of Subscription Rights who does not receive instructions for subscription from his or her account operator, can contact the Lead Manager.

If an existing share entitling to a Subscription Right is pledged or subject to any other restrictions, the Subscription Right may not necessarily be exercised without the consent of the pledgee or holder of any other relevant right.

Subscription orders can be submitted in the following subscription places:

- Evli Bank Plc’s offices at Aleksanterinkatu 19 A, 00100 Helsinki, on weekdays from 9:00–16:00. Detailed instructions on delivering subscriptions can be requested by calling +358 (0)9 4766 9573 or by sending an e-mail to operations@evli.com.

- Such account operators which have an agreement with the Lead Manager for receiving subscriptions.

The subscription price of the Offer Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by the Lead Manager or the relevant custodian or account operator. Ingman Group Oy Ab shall pay for the subscribed Offer Shares on the date on which the board of directors of the Company approves the subscriptions, by setting off approximately EUR 9,5 million of its receivables corresponding to approximately EUR 10 million against the subscription price and paying the possible remaining subscription price in cash (for more details see “Terms and conditions of the offering – Background”).

Shareholders and other investors participating in the Offering whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.

Incomplete or erroneous subscription assignments may be rejected. A subscription assignment may be rejected if the subscription payment is not made according to these terms and conditions or if such payment is not made in full. In these situations, the subscription payment will be refunded to the subscriber. No interest will be paid on the refunded amount.

Any exercise of the Primary Subscription Right is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of subscriptions under certain circumstances” in these terms and conditions.

Any Subscription Rights remaining unexercised at the end of the Subscription Period on 31 May 2016 at 4.30 pm will expire without any compensation.

Subscription of Offer Shares pursuant to the Secondary Subscription and payments

A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right (the “Subscriber”) is entitled to subscribe for Offer Shares in the Secondary Subscription.

The subscription of the Offer Shares pursuant to the Secondary Subscription will take place by submitting a subscription assignment and at the same time paying the subscription price in accordance with the instructions given by the relevant custodian or account operator or, in the case of nominee registered investors, by the nominee.

Incomplete or erroneous subscription assignments may be rejected. A subscription assignment may be rejected if the subscription payment is not made according to these terms and conditions or if such payment is not made in full. In these situations, the subscription payment will be refunded to the Subscriber. No interest will be paid on the refunded amount.

Any Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of subscriptions under certain circumstances” in these terms and conditions.

The Company will confirm the acceptance or rejection of the subscriptions of Offer Shares to Subscribers who have submitted a Secondary Subscription.

Cancellation of subscriptions under certain circumstances

If the Prospectus for the Offering is supplemented or corrected due to a mistake or inaccuracy or material new information which could be of material relevance to the investors, any Subscribers who have already agreed to subscribe for Offer Shares before the related supplement is published, shall have the right to withdraw their subscription in accordance with the Finnish Securities Market Act (746/2012, as amended). The Subscribers have a right to withdraw their subscription within two (2) banking days after the supplement has been published. The cancellation right requires that the mistake, inaccuracy or material new information has emerged before the trading in the interim shares representing the Offer Shares has begun or, in case of Secondary Subscription, before the Offer Shares have been delivered to the Subscribers. The withdrawal of a subscription applies to the subscription to be withdrawn as a whole. The right to withdraw and the procedure for such withdrawal right will be announced together with any such possible supplement to the Prospectus through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.

Trading of the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights any time before the trading with the Subscription Rights ends. The Subscription Rights are subject to trading on the Helsinki Stock Exchange between 16 May 2016 at 10.00 a.m. Finnish time and 25 May 2016 at 6.25 p.m. Finnish time. Subscription Rights may be sold or purchased by giving a sell or purchase assignment to one’s own book-entry account operator or to any securities broker.

Approval of the subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant to the Primary Subscription Right made in accordance with these terms and conditions of the Offering and applicable laws and regulations.

If all Offer Shares to be issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the Board of Directors of the Company will resolve to allocate such unsubscribed Offer Shares among the Subscribers having made a Secondary Subscription. In case of over-subscription by virtue of Secondary Subscription, the allocation among Subscribers will be determined per book-entry account in proportion to the number of Subscription Rights exercised by Subscribers in accordance with the Primary Subscription Right and, where this is not possible, by drawing of lots. If several subscription assignments are given concerning a certain book-entry account, these subscription assignments are combined as one subscription assignment concerning a certain book-entry account. Should the Subscriber not receive all Offer Shares subscribed for by virtue of the Secondary Subscription, the subscription price for the Offer Shares not received by the Subscriber will be repaid to the Subscriber in connection with the subscription no later than on or about 10 June 2016. No interest will be paid for the repayable funds.

If all Offer Shares to be issued in the Offering have not been subscribed after the Secondary Subscription, the Board of Directors of the Company may allocate such unsubscribed Offer Shares among the Subscribers having made a Secondary Subscription as decided by the Board of Directors.

The Company’s Board of Directors will decide on the approval of the subscriptions on or about 8 June 2016. The Company will publish the final result of the Offering in a stock exchange release on or about 8 June 2016.

Registration of the Offer Shares to the book-entry accounts

Each shareholder and other investor participating in the Offering and submitting a subscription assignment shall have a book-entry account with a Finnish account operator or with an account operator operating in Finland. The book-entry account number shall be included in the subscription assignment. The identity number, book-entry account number and other personal data relevant for the subscription assignment may be passed also to other persons participating in the execution of the assignment or tasks relating to the Offering. 

The Offer Shares subscribed for in the Offering by virtue of the Primary Subscription Right will be recorded on the Subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN Code FI4000206800) corresponding to the Offer Shares. The interim shares will be admitted to trading on or about 1 June 2016. The interim shares are combined with the Existing shares of the Company (ISIN Code FI0009008650) on or about 9 June 2016. The Offer Shares subscribed for and approved by virtue of the Secondary Subscription will be recorded on the Subscribers’ book-entry accounts after the registration of Offer Shares in the Trade Register, on or about 9 June 2016.

Shareholder rights

The Offer Shares will entitle their holders to full dividend and other distribution of funds declared by the Company, if any, and to other shareholder rights in the Company when the Offer Shares have been registered in the Trade Register and in the Company’s shareholder register, on or about 9 June 2016. For the financial year ended 31 December 2015, the Annual General Meeting of Shareholders of the Company held on 5 April 2016 decided on distribution of dividend of EUR 0.15 per share. The record date for the 2015 dividend distribution was 7 April 2016 and the dividend was paid on 14 April 2016. Thus, the Offer Shares subscribed for in the Offering do not entitle to the dividend for the financial year 2015 decided by the Annual General Meeting of Shareholders of the Company held on 5 April 2016.

Fees and expenses

No transfer tax is payable for the subscription of the Offer Shares. No fees or expenses will be charged for the subscription of Offer Shares in the Offering. Custodians, account operators or brokers may charge normal commissions for trading in the Subscription Rights in accordance with their own price list. Each custodian and account operator will charge fees in accordance with its own price list for maintaining the book-entry account and for any other entries on the account.

Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are available for review as of the start of the Subscription Period on the Company’s website at www.etteplan.com.

Applicable law and dispute resolution

The Offering and the Offer Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.

In case of any discrepancies between the original Finnish language version and the English language translation of these terms and conditions, the Finnish language version shall prevail.

Other issues

Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.