TECHNOPOLIS PLC STOCK EXCHANGE RELEASE October 17, 2018 at 5:00 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.
Supplement to the Tender Offer Document by Kildare Nordic Acquisitions S.à r.l. Dated September 6, 2018, Concerning the Voluntary Public Cash Tender Offer for All Shares in Technopolis Plc
Kildare Nordic Acquisitions S.à r.l. (the “Offeror”), ultimately owned by the fund Kildare European Partners II, L.P., which is advised by an affiliate of Kildare Holdings, Ltd. (together with their consolidated group entities, “Kildare Partners”), commenced on September 7, 2018 a voluntary public cash tender offer to acquire all issued and outstanding shares in Technopolis Plc (“Technopolis”) which are not held by Technopolis or its subsidiaries (the “Shares”) (the “Tender Offer”). The offer period of the Tender Offer expired on October 10, 2018, and the Offeror announced the final result of the Tender Offer on October 12, 2018.
Technopolis has today received the following notice from the Offeror:
The Finnish Financial Supervisory Authority has on October 17, 2018 approved the supplement to the tender offer document, dated September 6, 2018, concerning the Tender Offer (the “Supplement Document”). The Supplement Document relates to the announcement published on October 12, 2018 regarding the final result of the Tender Offer. As set out in the announcement regarding the final result of the Tender Offer, all conditions to completion of the Tender Offer have been fulfilled, and the Offeror will complete the Tender Offer in accordance with its terms and conditions. The Offeror has thus declared the Tender Offer unconditional. The Offeror also announced in connection with the final result of the Tender Offer that it will open a subsequent offer period in accordance with the terms and conditions of the Tender Offer which commenced on October 16, 2018 and will expire on October 30, 2018. Furthermore, the Supplement Document relates to the stock exchange release published by Technopolis on October 12, 2018, according to which Technopolis lowers its estimate on full-year 2018 profitability due to incurred costs related to the Tender Offer.
The Supplement Document also relates to the flagging notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act published by Technopolis on October 17, 2018 regarding the total holdings in Technopolis of the Offeror and the entities belonging to the same control chain, which have increased to more than nine-tenths out of all shares and votes in Technopolis. The Offeror therefore also has the right and the obligation pursuant to Chapter 18, Section 1 of the Finnish Companies Act to redeem the minority shares, and the Offeror exercises its redemption right and has notified Technopolis thereof. The Supplement Document also relates to the notice to the Extraordinary General Meeting of Technopolis published by Technopolis on October 17, 2018. The Offeror, as the largest shareholder in Technopolis, has made the proposals to the Extraordinary General Meeting set out in the meeting notice.
The Tender Offer Document, together with the Supplement Document, is available as of October 17, 2018 at www.technopolis.fi/sijoittajille/osake-ja-osakkeenomistajat/ostotarjous-2018 and www.nordea.fi/osakkeet. The English language translation of the Tender Offer Document, together with the English language translation of the Supplement Document, is available as of October 17, 2018 at www.technopolis.fi/en/investors/share-and-shareholders/tender-offer-2018 and at www.nordea.fi/equities.
As the Offeror has on October 12, 2018 announced that all conditions to completion of the Tender Offer have been fulfilled and that it has decided to complete the Tender Offer and declared the Tender Offer unconditional, the supplement to the Tender Offer Document does not entitle the tendering shareholders of Technopolis to withdraw their prior acceptance of the Tender Offer.
Further information:
Technopolis Plc
Juha Laaksonen, Chairman of the Board of Directors
Contacts: Minna Karttunen, Head of IR, tel: +358 40 513 3225
Keith Silverang, CEO, tel: +358 40 566 7785
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.
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 Abp 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 Abp 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 Abp 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.