Basware Corporation stock exchange release
February 14, 2011 at 09:30
Basware intends to offer up to 1,170,000 new shares to institutional investors
in an accelerated book-built offering; certain largest shareholders of Basware
are planning to offer up to 800,000 existing shares simultaneously with the
offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
Basware Corporation ("Basware" or the "Company") intends to offer up to
1,170,000 new shares in the Company (the "Shares") to Finnish and international
institutional investors in an accelerated book-built offering deviating from the
shareholders pre-emptive subscription rights (the "Offering"). The Shares
correspond up to approximately 9.98 % of all the shares and voting rights in
Basware immediately prior to the Offering. The final number of Shares offered
and the price at which the Shares are to be offered will be decided by the Board
of Directors of the Company at the close of the book-building process. The
authorisation of the Board of Directors to issue the Shares on a non-pre-emptive
basis was granted by the Annual General Meeting of Basware on 18 February 2010.
The net proceeds of the Offering will increase Basware's financial flexibility
and preparedness to carry out potential acquisitions. As announced in the
Basware's stock exchange release, dated 25 January 2011, the Company has
adjusted its strategy and goals for the next four-year period to focus strongly
on international growth. According to the Company's understanding, the e-
invoicing market is currently characterized by a large number of vendors
operating networks with low transaction volumes and thus struggling with low
profitability. Therefore, extensive international consolidation is expected and
Basware aims to be one of the key consolidators.
The Offering is being conducted, subject to the satisfaction of certain
conditions, as an accelerated book-building process carried out by Nordea Bank
Finland Plc ("Nordea") to Finnish and international institutional investors. The
book-building will commence immediately and is expected to end by the end of the
day. The book-building process may, however, be closed at any time during the
book-building period. The number of the Shares to be issued and the pricing
information will be announced as soon as practicable after the close of the
book-building process. Settlement is expected to take place on the third
business day after the announcement of the pricing information of the Offering.
The settlement will, however, take place no later than on the record date for
the proposed 2010 dividend payment, 22 February 2011.
The Shares will entitle their holders to shareholder rights, including the right
to receive full dividends declared by the Company, if any, after the Shares have
been registered with the Finnish Trade Register, expected to take place on or
about 16 February 2011. The Company will make an application for the listing of
the Shares on NASDAQ OMX Helsinki Ltd. Public trading in the Shares on NASDAQ
OMX Helsinki Ltd. is expected to commence on or about 17 February 2011.
Simultaneously with the Offering, certain largest shareholders of Basware, all
private persons (the "Selling Shareholders"), are offering part of their
shareholdings, in the aggregate up to 800,000 existing shares of the Company,
for sale in the book-building process together with the Shares. In the
allocation, the Shares will be issued in full before any shares offered by the
Selling Shareholders are sold.
In connection with the Offering, the Company has entered into a lock-up
undertaking under which it has, subject to certain exceptions, agreed not to
issue or sell any shares in Basware for a period ending 180 days after the
closing of the Offering. Correspondingly, the Selling Shareholders have agreed
to a similar lock-up of 90 days.
The Offering will be managed by Nordea as the Lead Manager and the Sole
Bookrunner.
Espoo, Finland, 14 February 2011
Basware Corporation
Board of Directors
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, Hong
Kong or Japan. These written materials do not constitute an offer of securities
for sale in the United States, nor may the securities be offered or sold in the
United States absent registration or an exemption from registration as provided
in 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 information contained herein shall not constitute an offer to sell or the
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.
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities, 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 communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
[HUG#1488478]