DNA Oyj: Stabilisation measures taken

DNA Corporate Communications, tel. +358 44 044 8000, communications@dna.fi 

 

The information contained herein does 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 jurisdiction.

 

This document is not an offer for sale nor a solicitation of an offer to buy any securities in the United States (including any of its states, its territories and possessions and the District of Columbia). These materials are not for distribution, directly or indirectly, in or into the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state of the United States. Consequently, the Securities may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States except in accordance with the registration requirements of the Securities Act or an exemption therefrom. No public offering of the Securities is being made in the United States.

 

This document is an announcement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC as amended (such Directive, together with any applicable implementing measures of the relevant Member State under such Directive, the "Prospectus Directive") and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. A prospectus has been prepared pursuant to the Prospectus Directive in connection with the listing of the Company's shares on Nasdaq Helsinki Ltd (the "Prospectus").

 

A prospectus prepared pursuant to the Prospectus Directive and the Finnish Securities Markets Act (746/2012, as amended) on the public offering of securities and the admission of securities to trading on a regulated market (the "Prospectus Law") has been made available in accordance with the requirements of the Prospectus Directive and the Prospectus Law in Finland and can be obtained from the Company and other places indicated in the Prospectus.

 

The securities referred to herein are not and will not be publicly offered, sold or registered, in any jurisdiction other than Finland. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State other than Finland is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.

 

Danske Bank A/S, Helsinki branch acts exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to any other person for providing the protections afforded to its respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. 

 

This announcement does not constitute a recommendation concerning the shares of DNA. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. 

 

No representation or warranty, express or implied, is given by or on behalf of Danske Bank A/S, Helsinki branch or any of its respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, truth, accuracy, completeness or verification of the information or the opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and no liability is accepted for any such information, omissions or opinions. Danske Bank A/S, Helsinki branch or any of its respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person disclaim any and all responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.

 

This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of 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)(a) to (d) 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.

 

Shares in the Company have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or to, or for the account or benefit of, citizens or residents of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

 

After the Offering, the Danske Bank Helsinki A/S may, but is not obligated to, within 30 days from the commencement of trading of the DNA's shares on the Helsinki Stock Exchange (the "Stabilization Period"), engage in measures which stabilize, maintain or otherwise affect the price of DNA's shares. These measures may raise or maintain the market price of the shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the shares. The Stabilizing Manager has no obligation to carry out these measures, and they may stop any of these measures at any time. The Stabilizing Manager or the Company on behalf of the Stabilizing Manager will publish information regarding the stabilization required by legislation or other applicable regulations at the end of stabilization period.