TECHNOPOLIS PLC STOCK EXCHANGE RELEASE October 1, 2018 at 7:00 p.m. EEST
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE “IMPORTANT NOTICE” BELOW.
Reminder Notice by Kildare Nordic Acquisitions S.à r.l. in Accordance with U.S. Regulatory Requirements
As announced on September 6, 2018, the offer period of a voluntary public cash tender offer for all issued and outstanding shares in Technopolis Plc (“Technopolis”), announced by Kildare Nordic Acquisitions S.à r.l. (the “Offeror”) on August 28, 2018 (the “Tender Offer”), will expire on October 10, 2018 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued. The Board of Directors of Technopolis has unanimously recommended that the shareholders of Technopolis accept the Tender Offer.
Technopolis has today received the following notice from the Offeror:
An acceptance of the Tender Offer may be withdrawn by a shareholder of Technopolis at any time before the expiration of the offer period (including any extended or discontinued extended offer period) until the Offeror has announced that all conditions to completion have been fulfilled or waived by the Offeror, that is, the Offeror has declared the Tender Offer unconditional. After such announcement, the Technopolis shares already tendered may not be withdrawn prior to the expiration of the offer period (including any extended or discontinued extended Offer Period) except in the event that a third party announces a competing public tender offer for the Technopolis shares before the execution of the completion trades of the Technopolis shares.
The completion of the Tender Offer is subject to the condition, among other things, that it has been validly accepted with respect to Technopolis shares representing, together with any Technopolis shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than 90 percent of the issued and outstanding shares and voting rights in Technopolis, as more fully described in the tender offer document. In order to comply with applicable U.S. federal securities laws and tender offer rules, the Offeror reminds shareholders of Technopolis that the Offeror has reserved, to the extent permitted by applicable laws and regulations, the right to waive or amend any condition to completion contained in the terms and conditions of the Tender Offer, including, but not limited to, the minimum acceptance threshold condition. Technopolis’ tendering shareholders should withdraw tendered securities immediately if their willingness to tender into the Tender Offer would be affected by the reduction or waiver of such minimum acceptance condition.
This announcement has been published to comply with the applicable U.S. federal securities laws and tender offer rules and it does not constitute a waiver or alteration of the minimum acceptance condition or any other conditions to completion of the Tender Offer. This announcement is neither an indication of the intentions of the Offeror to exercise its right to waive or lower the minimum acceptance condition or amend any other conditions to completion of the Tender Offer, nor is this an indication of the current acceptance level of the Tender Offer.
The Offeror remains fully committed to pursuing the Tender Offer in accordance with its terms and conditions and, in accordance with the preliminary timetable announced on September 6, 2018, the Offeror expects to announce the preliminary result of the Tender Offer on or about October 11, 2018.
The Offeror may acquire Technopolis shares during the offer period (including any extension thereof) and any subsequent offer period in the public trading on the Nasdaq Helsinki stock exchange or otherwise.
The tender offer document is available on the internet at www.technopolis.fi/en/investors/share-and-shareholders/tender-offer-2018 and at www.nordea.fi/equities.
Further information:
Technopolis Plc
Juha Laaksonen, Chairman of the Board of Directors
Kildare Partners
Emer Finnan, Partner, tel. +44 (0)207 045 3100
Kreab Oy
Matti Saarinen, Senior Partner, tel. +358 40 505 0667
Kildare Partners in brief:
Kildare Partners is a real estate investment firm, founded in 2013, that has raised over EUR 3.5 billion of discretionary equity capital commitments from an institutional group of investors, which includes pension funds, endowment funds and sovereign wealth funds. Since its inception, Kildare Partners has acquired circa EUR 4.4 billion of real estate assets across the United Kingdom, Germany, the Netherlands, Ireland, Italy, Sweden, Norway, France, Portugal and Belgium.
Technopolis in brief:
Technopolis is a shared workspace expert. It provides efficient and flexible offices, coworking spaces and everything that goes with them. Technopolis’ services run from designing the workspace to reception, meeting solutions, restaurants and cleaning. Technopolis is obsessed with customer satisfaction and value creation. Its 17 campuses host 1,600 companies with 50,000 employees in six countries within the Nordic and Baltic Sea region. Technopolis Plc (TPS1V) is listed on Nasdaq Helsinki. www.technopolis.fi/en
IMPORTANT NOTICE
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA (“HONG KONG”), JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE TECHNOPOLIS SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE, AND THE TECHNOPOLIS SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY ANY MEANS OR INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE) AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THE COMPLETION OF THE TENDER OFFER IS SUBJECT TO THE CONDITION, AMONG OTHER THINGS, THAT IT HAS BEEN VALIDLY ACCEPTED WITH RESPECT TO TECHNOPOLIS SHARES REPRESENTING, TOGETHER WITH ANY TECHNOPOLIS SHARES OTHERWISE HELD BY THE OFFEROR PRIOR TO THE ANNOUNCEMENT OF THE FINAL RESULT OF THE TENDER OFFER, ON A FULLY DILUTED BASIS MORE THAN 90 PERCENT OF THE SHARES AND VOTING RIGHTS IN TECHNOPOLIS AS MORE FULLY DESCRIBED IN THE TENDER OFFER DOCUMENT. THE OFFEROR, HOWEVER, RESERVES THE RIGHT TO WAIVE OR LOWER THIS CONDITION. TECHNOPOLIS’ TENDERING SHAREHOLDERS SHOULD WITHDRAW TENDERED SECURITIES IMMEDIATELY IF THEIR WILLINGNESS TO TENDER INTO THE TENDER OFFER WOULD BE AFFECTED BY THE REDUCTION OR WAIVER OF THE VOLUNTARY OVERALL ACCEPTANCE THRESHOLD.
Notice to Shareholders in the United States
U.S. shareholders are advised that the shares in Technopolis are not listed on a U.S. securities exchange and that Technopolis is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Tender Offer is made to Technopolis’ shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Technopolis to whom an offer is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Technopolis’ other shareholders.
The Tender Offer is made for the issued and outstanding shares in Technopolis, a Finnish company. Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included in this stock exchange release or in the tender offer document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
It may be difficult for Technopolis’ shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Technopolis are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Technopolis’ shareholders may not be able to sue the Offeror or Technopolis or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Technopolis and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, Technopolis shares or any securities that are convertible into, exchangeable for or exercisable for such Technopolis shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Technopolis of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Technopolis, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the tender offer document. Any representation to the contrary is a criminal offence in the United States.
Disclaimer
J.P. Morgan Securities plc, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of J.P. Morgan Securities plc, and will not be responsible to any person for providing advice in relation to the Tender Offer.
Nordea Bank AB (publ), Finnish Branch is acting as Finnish financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of Nordea Bank AB (publ), Finnish Branch, nor for providing advice in relation to the Tender Offer or the other matters referred to in this stock exchange release. For the avoidance of doubt, Nordea Bank AB (publ), Finnish Branch is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Tender Offer with investors located within the United States. U.S. shareholders should contact their brokers with any questions relating to the Tender Offer.
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) in cooperation with the Finnish Financial Supervisory Authority (Finanssivalvonta). Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is acting as financial adviser to Technopolis and no one else for the purpose of the consideration of the Tender Offer and will not be responsible to anyone other than Technopolis for providing the protection offered to clients of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch nor for providing advice in relation to the Tender Offer.