TECHNOPOLIS PLC STOCK EXCHANGE RELEASE October 12, 2018 at 4:30 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.
Final Result of the Tender Offer by Kildare Nordic Acquisitions S.à r.l. for All the Shares in Technopolis Plc and the Commencement of the Subsequent Offer Period
Kildare Nordic Acquisitions S.à r.l. (the ”Offeror”) commenced a voluntary public cash tender offer to acquire all the issued and outstanding shares in Technopolis Plc (“Technopolis”) which are not held by Technopolis or its subsidiaries (the “Shares”) (the “Tender Offer”) on September 7, 2018. The offer period of the Tender Offer expired on October 10, 2018.
Technopolis has today received the following notice from the Offeror:
According to the final result of the Tender Offer, the Shares tendered in the Tender Offer, together with the total of 6,535,363 Shares acquired by the Offeror through market purchases, represent approximately 93.12 percent of all the Shares and votes in Technopolis (excluding the treasury shares held by Technopolis).
According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to a condition that the Tender Offer has been validly accepted with respect to Shares representing, together with the Shares otherwise held by the Offeror, on a fully diluted basis, more than 90 percent of the Shares and voting rights in Technopolis (the “Minimum Tender Acceptance Condition”). Since the number of Shares validly tendered in the Tender Offer, together with the Shares otherwise held by the Offeror, exceeds the Minimum Tender Acceptance Condition, the condition to completion of the Tender Offer concerning the Minimum Tender Acceptance Condition has been fulfilled.
As announced by the Offeror on October 2, 2018, the Offeror received clearance for the completion of the Tender Offer from the Federal Antimonopoly Service of the Russian Federation. Since the Offeror is not aware of any other approvals, permits, consents, clearances or other actions by any competition authorities or other regulatory authorities that are necessary to complete the Tender Offer, the condition to completion of the Tender Offer concerning the receipt of necessary approvals from competition authorities or other regulatory authorities has been fulfilled.
As all conditions to completion of the Tender Offer have been fulfilled, the Offeror will complete the Tender Offer in accordance with its terms and conditions. The offer price will be paid on or about October 16, 2018 to the shareholders who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer (the “Tendering Shareholders”). The actual time of receipt of the payment by Tendering Shareholders will depend on the time required to process the onward payment by financial institutions.
In order to provide the remaining shareholders the possibility to still accept the Tender Offer, the Offeror has decided to open a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period will commence on October 16, 2018 and expire on October 30, 2018. During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. The acceptance will be binding and cannot be withdrawn. Further instructions can be obtained from any branch office of Nordea Bank Abp or, if shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information. Please note, however, that Nordea Bank Abp will not be engaging in communications relating to the Tender Offer with shareholders located within the United States.
The Offeror will announce the preliminary percentage of the Shares validly tendered during the Subsequent Offer Period on or about October 31, 2018 and the final percentage on or about November 1, 2018. The offer price for the Shares validly tendered during the Subsequent Offer Period will be paid to the shareholders on or about November 5, 2018 in accordance with the payment procedures described in the terms and conditions of the Tender Offer.
The Offeror intends to acquire all the Shares in Technopolis. The Offeror’s holdings in Technopolis will exceed nine-tenths (9/10) of the Shares and votes in Technopolis upon the settlement of the trades regarding the Shares already tendered in the Tender Offer. The Offeror will thereafter initiate redemption proceedings to redeem the remaining Shares in accordance with the Finnish Companies Act.
The Offeror may continue to acquire Technopolis shares in the public trading on the Nasdaq Helsinki stock exchange or otherwise, including after the completion of the Tender Offer, at a price not exceeding the offer price of EUR 4.65 per share.
Further information:
Technopolis Plc
Juha Laaksonen, Chairman of the Board of Directors
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.