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TECHNOPOLIS PLC STOCK EXCHANGE RELEASE September 28, 2016 at 2:30 p.m.
Technopolis Plc Announces the Final Result of the Successful Rights Offering
- Technopolis Plc's ("Technopolis") rights offering (the "Offering") oversubscribed by 66 percent
- Net proceeds raised through the Offering of approximately EUR 124.3 million
- Total number of shares in Technopolis will increase to 158,793,662 shares
The Board of Directors of Technopolis has today approved all subscriptions made pursuant to primary subscription rights and decided to approve secondary subscriptions made by Technopolis' shareholders and/or other investors in accordance with the terms and conditions of the Offering.
A total of 87,034,926 shares were subscribed for in Technopolis’ Offering, representing approximately 166 percent of the 52,282,030 shares offered (the “Offered Shares”). A total of 51,520,356 shares were subscribed for pursuant to primary subscription rights, representing approximately 99 percent of all Offered Shares. In addition, a total of 35,514,570 shares were subscribed for without subscription rights in the secondary subscription, of which subscriptions for 761,674 shares were approved.
The subscription price was EUR 2.40 per Offered Share, and Technopolis raised net proceeds of approximately EUR 124.3 million through the Offering. As a result of the Offering, the total number of shares in Technopolis will increase to 158,793,662 shares. All Offered Shares subscribed for in the Offering have been fully paid for. The Offered Shares will entitle their holders to dividends and other distributions of funds, if any, and to other shareholder rights in Technopolis after the Offered Shares have been registered with the Finnish Trade Register and in Technopolis' shareholder register on or about September 29, 2016.
Trading in interim shares (TPS1VN0116), representing the Offered Shares subscribed for pursuant to subscription rights, commenced on September 22, 2016. The interim shares will be combined with Technopolis’ existing share class (TPS1V) after the Offered Shares have been registered with the Finnish Trade Register on or about September 29, 2016. Trading in the Offered Shares as a part of Technopolis' current share class will commence on the official list of Nasdaq Helsinki Ltd on or about September 30, 2016. The Offered Shares subscribed for without subscription rights (secondary subscription) will be recorded on the subscriber’s book-entry account after the Offered Shares have been registered with the Finnish Trade Register on or about September 29, 2016.
Investors are informed in writing about the acceptance or dismissal of allocation of subscriptions based on the secondary subscription as of September 30, 2016. If the subscriber will not receive all Offered Shares subscribed for by virtue of the secondary subscription, the subscription price for the unallocated Offered Shares will be repaid to the bank account informed by the subscriber in connection with the subscription starting on or about September 29, 2016. The returned funds accrue no interest.
Nordea Bank Finland Plc acted as the manager for the Offering.
Amendments to Terms and Conditions of Share-based Incentive Plans
As a result of the Offering, Technopolis' Board of Directors has on August 31, 2016 decided to adjust the maximum amount of rewards and/or the earning criteria under the Company's share-based incentive plans in accordance with the terms and conditions of the plans. Based on the results of the Offering, the Board of Directors of Technopolis has today confirmed the final effect of these adjustments on the maximum amount of shares payable under the ongoing earning periods of these plans.
In addition, the Board of Directors has today decided on certain other adjustments to the maximum amount of rewards payable under the Company's Performance Share Plan 2013-2017 and Performance Share Plan 2016-2020, respectively, to take into account and eliminate dilution of the plans resulting from both the rights issue implemented by Technopolis in 2013 as well as the Offering.
The maximum amount of shares payable under each of the share-based incentive plans was thus adjusted as follows: the maximum amount of shares potentially still payable under the Performance Share Plan 2013-2017 was adjusted to 662,610 shares (before the adjustment the maximum amount of shares potentially payable under the still ongoing earning periods was 520,000 shares), the maximum amount of shares potentially payable under the Performance Share Plan 2016-2020 was adjusted to 896,316 shares (before the adjustment a maximum of 780,000 shares) and the maximum amount of shares potentially payable under the Matching Share Plan 2016 was adjusted to 97,675 shares (before the adjustment a maximum of 85,000 shares).
In Helsinki on September 28, 2016.
TECHNOPOLIS PLC
THE BOARD OF DIRECTORS
Further information:
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
Distribution:
Nasdaq Helsinki Ltd
Main news media
www.technopolis.fi
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa 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. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in or into the United States. 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 issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Nordea assume 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 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. 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 to be published or distributed by the Company.
The Company has not and will not authorize 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 and 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 in that Member State by any measure implementing the Prospectus Directive in that 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.
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.