Consti Group Plc : Consti's Finnish language prospectus has been published and the offer and subscription period for the initial public offering commences today
(Thomson Reuters ONE) -
CONSTI GROUP PLC COMPANY RELEASE 30 NOVEMBER 2015, Helsinki, Finland at 9.30
a.m.
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, NEW ZEALAND, AUSTRAILIA, JAPAN, HONG KONG, SINGAPORE OR
SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Consti's Finnish language prospectus has been published and the offer and
subscription period for the initial public offering commences today
The offer and subscription period for Consti Group Plc's ("Consti" or the
"Company") initial public offering commences today. The Finnish Financial
Supervisory Authority has on 27 November 2015 approved Consti's Finnish language
prospectus, pursuant to which the Company's shareholder Intera Fund I Ky (the
"Institutional Seller") and certain other selling shareholders of the Company
are offering, through the Share Sale for purchase preliminary a maximum of
4,000,000 existing shares in the Company (the "Sale Shares"), of which (i)
preliminarily a maximum of 300,000 Sale Shares will be offered to private
individuals and entities in Finland (the "Public Share Sale"), and (ii)
preliminarily a maximum of 3,700,000 Sale Shares will be offered to
institutional investors in Finland and internationally (the "Institutional Share
Sale").
The Institutional Seller and Danske Bank A/S, Helsinki Branch (the "Sole Lead
Manager" or "Danske Bank") may agree that the Institutional Seller shall give
the Sole Lead Manager an over-allotment option to purchase, within 30 days from
the beginning of trading in the Shares on NASDAQ OMX Helsinki Ltd (the "Helsinki
Stock Exchange") (which is estimated to occur between 11 December 2015 and 9
January 2016), a maximum of 600,000 Shares or to find purchasers for the Shares
solely in order to cover possible oversubscription of the Share Sale (the "Over-
Allotment Option").
In addition, the Company will offer preliminarily a maximum of 30,000 new shares
in the Company, and in the event of an oversubscription, a maximum of 70,000
additional new shares in the Company (the "Personnel Shares") for subscription
by persons in a regular employment or service relationship with the Company and
the Company's group companies in Finland during the subscription period for the
personnel offering, the members of the Board of Directors of the Company and the
CEO of the Company (the "Personnel Offering"). As a result of the Personnel
Offering, the number of the Shares can preliminarily increase to a maximum of
7,842,300 Shares and, as a result of the potential offering of additional
Personnel Shares in order to cover possible oversubscription, to a maximum of
7,912,300 Shares.
The offer period for the Institutional Share Sale will commence on 30 November
2015 at 10.00 a.m. (Finnish time) and end on 10 December 2015 at 12 noon
(Finnish time), unless the offer period is suspended or extended. The offer
period for the Public Share Sale will commence on 30 November 2015 at 10.00 a.m.
(Finnish time) and end on 8 December 2015 at 4.00 p.m. (Finnish time) unless the
offer period is suspended or extended. The subscription period for the Personnel
Offering will commence on 30 November 2015 at 10.00 a.m. (Finnish time) and end
on 8 December 2015 at 4.00 p.m. (Finnish time) unless the subscription period is
suspended or extended. The terms and conditions of the Share Sale and Personnel
Offering are attached in their entirety to this release.
Consti announced the preliminary price range per share (the "Preliminary Price
Range") for the planned initial public offering (the "IPO") on 27 November
2015. The Preliminary Price Range in the IPO is EUR 9.50 - 11.50 per share,
which implies a market capitalization of the Company of approximately EUR 72 -
87 million (Based on the number of Shares outstanding after the IPO, excluding
treasury shares and assuming that all Personnel Shares preliminarily offered are
subscribed for and no additional new Personnel Shares are subscriber for in the
Personnel Offering.)
The Finnish language prospectus and a Finnish language marketing brochure are
available on the Company's website at (www.consti.fi/listautuminen). In
addition, printed versions of the prospectus and marketing brochure are
available at the Company's headquarters (Hopeatie 2, 00440 Helsinki), from the
branch offices of Danske Bank and from Helsinki Stock Exchange (Fabianinkatu
14, 00130 Helsinki).
About Consti and Consti's operating environment
Consti was the largest renovator in Finland in 2014 when measured by revenue
from renovation. (Source: Rakennuslehti. Based on data collected from various
companies by Rakennuslehti on renovation revenue.) The Company has a
comprehensive service offering covering technical building services, residential
pipeline renovation, renovation contracting, building facade repair and
maintenance, and other renovation and technical services for demanding
residential and non-residential properties.
The Company's operations are strongly focused on the Finnish growth centres,
particularly southern and western Finland. In 2014, approximately 80% of the
Company's revenue was generated in Uusimaa (including Helsinki and the
metropolitan area) and approximately 12% in Pirkanmaa (including the economic
area of Tampere). In addition, the Company is present in Turku, Oulu and Lahti.
The Finnish renovation market totalled EUR 11.7 billion in 2014, accounting for
over 50 percent of the entire building construction market. The growth in the
renovation market is expected to remain strong in the future, as the building
stock has aged and the need for renovation has increased. In Finland, the
renovation market is currently strongly focused in the regions of Uusimaa and
Tampere. This is mostly because the building stock in these areas that has been
built in the 1960s and 1970s as well as due to strong migration to these areas.
For more information about Consti, please visit www.consti.fi.
Further enquiries
Marko Holopainen, CEO, Consti Group Plc, Tel. +358 400 458 158
Esa Korkeela, CFO, Consti Group Plc, Tel. +358 40 730 8568
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, New Zealand,
Australia, Japan, Hong Kong, Singapore or South Africa. 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 absent registration or an
exemption from registration as provided in the U.S. Securities Act of 1933, as
amended, and the rules and regulations thereunder. The Company does not intend
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 and/or sale of securities in the initial public offering are
subject to specific legal or regulatory restrictions in certain jurisdictions.
The Company or Danske Bank A/S, Helsingin sivuliike 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 a
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 published or offering circular distributed by the Company.
The Company has not authorized 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 by any measure
implementing the Prospectus Directive in that Relevant 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.
APPENDIX - TERMS AND CONDITIONS
TERMS AND CONDITIONS OF THE SHARE SALE AND THE PERSONNEL OFFERING
Terms and Conditions of the Share Sale and the Personnel Offering
Intera Fund I Ky (the "Institutional Seller") and the shareholders listed in
Appendix 1 of the Company's offering circular dated 27 November 2014 (the
Institutional Seller and the shareholders listed in Appendix 1 jointly the
"Sellers") are offering, through a sale of shares (the "Share Sale"),
preliminarily a maximum of 4,000,000 shares in Consti Group Plc ("Consti" or the
"Company") (the "Sale Shares") for purchase by (i) private individuals and
corporations in Finland (the "Public Share Sale") and (ii) institutional
investors in Finland and internationally (the "Institutional Share Sale"). In
addition, the Company will offer preliminarily a maximum of 30,000 new shares in
the Company and, in the event of an oversubscription, a maximum of 70,000
additional new shares in the Company (the "Personnel Shares"; jointly with the
Sale Shares, the "Offer Shares") for subscription by persons in a regular
employment or service relationship with the Company and the Company's group
companies in Finland during the subscription period for the Personnel Offering
(the "Personnel"), the Members of the Board of Directors of the Company and the
CEO of the Company (the "Personnel Offering").
The Offer Shares preliminary correspond to approximately 51.6 percent of the
Company's shares (the "Shares") and votes before the Personnel Offering and to
approximately 51.4 percent after the Personnel Offering, provided that all
Personnel Shares preliminarily offered are subscribed for, no additional new
Personnel Shares are subscribed for in the Personnel Offering and the over-
allotment option defined below is not used.
In addition to the general terms and conditions presented herein, the terms and
conditions of the Public Share Sale, the Institutional Share Sale and the
Personnel Offering are composed of the special terms and conditions for the
Public Share Sale, the Institutional Share Sale and the Personnel Offering,
which are presented below.
The lead manager of the Share Sale and Personnel Offering is Danske Bank A/S,
Helsinki Branch ("Danske Bank" or the "Sole Lead Manager").
Share Sale
The Sellers are offering preliminarily a maximum of 4,000,000 Sale Shares for
purchase in the Public Share Sale and Institutional Share Sale. The Sale Shares
preliminary correspond to approximately 51.2 percent of the Shares and votes
before the Personnel Offering and to approximately 51.0 percent after the
Personnel Offering, provided that all Personnel Shares preliminarily offered are
subscribed for, no additional new Personnel Shares are subscribed for in the
Personnel Offering and the over-allotment option defined below is not used.
Personnel Offering
On 23 November 2015, the shareholders of the Company decided to authorise the
Company's board of directors (the "Board of Directors") to decide on issuing a
maximum of 200 000 shares through one or more share issues. Based on this
authorisation, the Board of Directors decided on 27 November 2015 preliminarily
on a directed offering against payment to the Personnel and to the Members of
the Board of Directors of the Company and the CEO of the Company. In the
Personnel Offering, preliminarily a maximum of 30,000 Personnel Shares and a
maximum of 70,000 additional new Personnel Shares to cover possible
oversubscription will be issued. The Personnel Shares are being offered in
deviation from the shareholders' pre-emptive subscription right to promote the
commitment of the Personnel and the management to the Company. The payment made
to the Company for the approved subscriptions of the Personnel Shares will be
entered in its entirety in the reserve for invested non-restricted equity.
Hence, the Company's share capital will not be increased in connection with the
Personnel Offering.
As a result of the Personnel Offering, the number of the Shares can
preliminarily increase to a maximum of 7,842,300 Shares and, as a result of the
potential offering of additional Personnel Shares in order to cover possible
oversubscription, to a maximum of 7,912,300 Shares. The Personnel Shares
correspond to approximately 0.4 percent of the Shares and votes before the
Personnel Offering and to approximately 0.4 percent after the Personnel
Offering, provided that all Personnel Shares preliminarily offered for
subscription are subscribed for and no additional new Personnel Shares are
subscribed for in the Personnel Offering. In the event all Personnel Shares
offered in the Personnel Offering and all additional Personnel Shares are
subscribed for, the Personnel Shares will in total correspond to approximately
1.3 percent of Shares and votes after the Personnel Offering.
Over-Allotment Option
The Institutional Seller and Sole Lead Manager may agree that the Institutional
Seller shall give the Sole Lead Manager an over-allotment option to purchase,
within 30 days from the beginning of trading in the Shares on NASDAQ OMX
Helsinki Ltd (the "Helsinki Stock Exchange") (which is estimated to occur
between 11 December 2015 and 9 January 2016), a maximum of 600,000 Shares or to
find purchasers for the Shares solely in order to cover possible
oversubscription of the Share Sale (the "Over-Allotment Option"). The Shares
included in the Over-Allotment Option correspond to approximately 7.7 percent of
the Shares and votes before the Personnel Offering and to approximately 7.7
percent after the Personnel Offering provided that all Personnel Shares
preliminarily offered are subscribed for and no additional new Personnel Shares
are subscribed for in the Personnel Offering.
Stabilisation Measures
In the Share Sale, Danske Bank may allocate a larger number of Shares than the
total number of Sale Shares, which will create a short position. This short
position is covered if the short selling does not exceed the number of Shares
that Danske Bank can acquire through the Over-Allotment Option. Danske Bank is
entitled to close the covered short position using the Over-Allotment Option or
by buying Shares on the market. In determining the acquisition method of the
Shares to close covered short selling, Danske Bank considers, among other
things, the market price of the Shares compared to the Over-Allotment Option
price.
After the Share Sale, Danske Bank may, within 30 days from the beginning of
trading in the Shares on the Helsinki Stock Exchange (which is estimated to
occur between 11 December 2015 and 9 January 2016), first on the pre-list and
later on the main list of the Helsinki Stock Exchange, engage in measures which
stabilise, maintain or otherwise affect the price of the Shares in relation to
the levels determined independently in the market, or it may prevent or delay
any decrease in the market price of the Shares. Stabilisation measures may
therefore result in the Shares having a higher market price than under regular
circumstances, but, stabilisation measures will not be carried out at a higher
price than the final sale price (the "Sale Price") of the Sale Shares. Danske
Bank has no obligation to engage in stabilisation measures, and it may stop any
such measures at any time.
Any stabilisation measures will be conducted in accordance with the European
Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the
European Parliament and of the Council as regards exemptions for buyback
programs and stabilisation of financial instruments.
Danske Bank may enter into a share lending agreement with The Institutional
Seller for the purposes of the Over-Allotment Option and stabilisation.
According to the share lending agreement, Danske Bank may borrow a number of
Shares equal to the Over-Allotment Option to cover any possible
oversubscriptions in connection with the Share Sale and to allocate a number of
Shares larger than the total number of the Offer Shares. Danske Bank must return
the number of Shares it borrows under the share lending agreement to The
Institutional Seller.
Placing Agreement
The Company, the Institutional Seller and the Sole Lead Manager are expected to
sign a placing agreement on or about 10 December 2015 (the "Placing Agreement").
According to the Placing Agreement, the Sellers agree to sell Offer Shares to
the purchasers found by the Sole Lead Manager, and the Sole Lead Manager
separately agrees to find purchasers for the Offer Shares, provided certain
conditions are fulfilled. For further information, see "Arranging of the
Listing".
Offer and Subscription Period
The offer period for the Public Share Sale will commence on 30 November 2015 at
10:00 (Finnish time) and end on 8 December 2015 at 16:00 (Finnish time).
The offer period for the Institutional Share Sale will commence on 30 November
2015 at 10:00 (Finnish time) and end on 10 December 2015 at 12:00 (Finnish
time).
The subscription period for the Personnel Offering will commence on 30 November
2015 at 10:30 (Finnish time) and end on 8 December 2015 at 16:00 (Finnish time).
In the event of an oversubscription, the Institutional Seller may suspend the
Public Share Sale and Institutional Share Sale no earlier than 7 December 2015
at 16:00 (Finnish time). The Board of Directors may suspend the Personnel
Offering in its sole consideration no earlier than 7 December 2015 at 16:00
(Finnish time). The Public Share Sale, Institutional Share Sale and Personnel
Offering can be suspended independently of one another. The Institutional Share
Sale and the Public Share Sale may both be suspended even if one of them is not
oversubscribed. A possible suspension will be communicated through a stock
exchange release immediately after the suspension.
The Institutional Seller is entitled to extend the offer period for the Public
Share Sale and Institutional Share Sale. The Board of Directors is entitled to
extend the subscription period of the Personnel Offering. A possible extension
of the offer period or subscription period will be communicated through a stock
exchange release, which will indicate the new end date of the offer period or
subscription period. The offer period of the Public Share Sale and the
Institutional Share Sale and the subscription period of the Personnel Offering
will end in any case on 16 December 2015 at 16:00 (Finnish time) at the latest.
The offer periods of the Institutional Share Sale and Public Share Sale and the
subscription period of the Personnel Offering may be extended independently of
one another. The stock exchange release concerning the extension of the offer
period or the subscription period will be published, at the latest, on the
estimated expiry date of the offer period of the Public Share Sale or
Institutional Share Sale or the subscription period of the Personnel Offering
indicated above.
Sales and Subscription Price
The preliminary sale price for the Sale Shares is EUR 9.5 at minimum and EUR
11.50 at maximum per Sale Share (the "Preliminary Price Range"). The Preliminary
Price Range may be changed during the offer period. Any changes will be
communicated through a stock exchange release. The Sale Price may be more or
less than the Preliminary Price Range. However, the Sale Price in the Public
Share Sale will not be higher than the maximum price of the Preliminary Price
Range, or EUR 11.50 per Sale Share. See section "- Cancellation of Commitments"
below. The subscription price per share in the Personnel Offering is 10% lower
than the Sale Price in the Public Share Sale. Thus, the subscription price per
share in the Personnel Offering is EUR 10.35 at maximum.
The Sale Price will be determined in negotiations between the Company, the
Institutional Seller and the Sole Lead Manager based on the purchase offers
("Purchase Offer") of institutional investors in the Institutional Share Sale
after the expiry of the offer period, on or about 10 December 2015 (the
"Pricing"). The Sale Price and the subscription price per share in the Personnel
Offering will be communicated through a stock exchange release and be available
on the Company's website at investor.consti.fi immediately after the Pricing and
in the subscription places of the Share Sale and the Personnel Offering no later
than the business day following the Pricing, i.e. on or about 11 December 2015.
The Conditionality, execution and publishing of the Share Sale and the Personnel
Offering
The Institutional Seller and the Board of Directors will decide the execution of
the Share Sale and the Personnel Offering, on the final amount of Offer Shares,
Sale Price and the allocation of Offer Shares in conjunction with the Pricing on
or about 10 December 2015. The Institutional Seller alone has the right to
decide the final amount of Sale Shares in conjunction with the Pricing on the
basis of the demand in the Public Share Sale and the Institutional Share Sale.
The result of the Sale Share and the Personnel Offering and the final allocation
principles will be published through a stock exchange release and they will
available on the Company's website at investor.consti.fi immediately after the
Pricing and in the subscription places of the Share Sale and the Personnel
Offering no later than the business day following the Pricing, i.e. on or about
11 December 2015. The execution of the Share Sale and the Personnel Offering is
conditional upon the signing of the Placing Agreement.
Cancellation of Commitments
If an investor has committed to purchasing Sale Shares in the Public Share Sale
or to subscribing for Personnel Shares in the Personnel Offering ("Commitment"),
the Commitment cannot be changed or cancelled except in the situations provided
for in the Securities Markets Act.
Cancellation in Accordance with the Securities Markets Act
If the Finnish Prospectus is supplemented or corrected due to a material error
or omission or due to material new information that has become known after the
Finnish Financial Supervisory Authority has approved the Finnish Prospectus and
before trading in the Sale Shares begins on the Helsinki Stock Exchange,
investors who have given their Commitments before the supplement or correction
of the Finnish Prospectus have, in accordance with the Securities Markets Act,
the right to cancel their Commitments within at least two (2) banking days after
the supplement or correction has been published. The use of the cancellation
right requires that the error, omission or material new information that led to
the supplement or correction has become known prior to the delivery of the Sale
Shares to the investors. Any cancellation of a Commitment must concern the total
number of shares covered by the Commitments given by an individual investor. If
the Finnish Prospectus is supplemented, the supplement will be published through
a stock exchange release. The stock exchange release will also include
information on the right of the investors to cancel their Commitments.
Procedure to Cancel a Commitment
In the Public Share Sale, a Commitment must be cancelled within the time limit
set for cancellation as follows:
* A Commitment made by telephone to the Danske Bank Investment Line may be
cancelled by telephone with Danske Bank's bank codes.
* The cancellation of a Commitment made at a Danske Bank office or Private
Banking office must be notified in writing to the place of subscription
where the original Commitment was made.
* The cancellation of a Commitment made online via the Danske Bank eBanking
service, corporate eBanking services or E-Subscription can be solely made by
visiting a Danske Bank office (excluding corporate offices) in person or
through an authorised representative. There are 43 Danske Bank offices in
Finland.
In the Personnel Offering, a Commitment must be cancelled by notifying this in
writing to a place of subscription.
The possible cancellation of a Commitment concerns the entire Commitment. After
the time limit set for cancellation has expired, the cancellation right is no
longer valid. If a Commitment made in the Public Share Sale is cancelled, the
place of subscription will return the amount paid for the Sale Shares to the
bank account stated in the Commitment. The money is refunded as soon as possible
after the cancellation, approximately within five (5) banking days of the
cancellation notice being given to the subscription place. If an investor's bank
account is in a different bank than the subscription place, the refund will be
paid to a Finnish bank account in accordance with the payment schedule of the
financial institutions, approximately no later than two (2) banking days
thereafter. No interest will be paid on the refunded amount.
Title and Shareholder Rights
The title to the Offer Shares will be transferred when the Offer Shares have
been paid for and entered into the investor's book-entry account. The right to
dividend and to other distribution of funds as well as the other rights in the
Company carried by the Offer Shares belong to the investor after the title has
been transferred.
Transfer Tax and Other Expenses
The Sellers will pay any transfer tax payable on transfers of Sale Shares in
connection with the Share Sale. No transfer tax is payable in connection with
the issue or subscription of the Personnel Shares. Account operators charge fees
in accordance with their price lists for the maintenance of the book-entry
account and for safekeeping of shares.
Trading in the Shares
The Company will submit an application to the Helsinki Stock Exchange for the
listing of the Sale Shares and the existing Shares in the Company on the
official list maintained by the Helsinki Stock Exchange immediately in
connection with the Listing. Trading in the Sale Shares is expected to begin on
the Pre-List of the Helsinki Stock Exchange on or about 11 December 2015 and on
the official list of the Helsinki Stock Exchange on or about 15 December 2015.
The Personnel Shares will be entered into the Trade Register on or about 21
December 2015, and trading in the Personnel Shares on the official list of the
Helsinki Stock Exchange is expected to begin on or about 21 December 2015. The
trading code of the Shares is CONSTI and the ISIN code is FI4000178256.
Right to Cancel the Share Sale and the Personnel Offering
The Institutional Seller may cancel the Public Share Sale and Institutional
Share Sale and the Board of Directors may cancel the Personnel Offering at any
time before the decision to complete them is made in connection with the Pricing
on the grounds of, for example, the market conditions, the Company's financial
position or a material change in the Company's business. If the Institutional
Seller decides to cancel the Share Sale and/or the Board of Directors decides to
cancel the Personnel Offering, the sales and subscription price paid by the
investors will be refunded in approximately five (5) banking days from the
cancellation decision. If an investor's bank account is in a different bank than
the subscription place, the refund will be paid to a Finnish bank account in
accordance with the payment schedule of the financial institutions,
approximately no later than two (2) banking days thereafter. No interest will be
paid on the refunded amount.
Lock-up
The Company, the Sellers and certain members of the management of the Company
and the Company's group companies have agreed with the Sole Lead Manager that,
during a period beginning on or about 11 December 2015 and ending 180 days after
the Listing as regards the Company and the Institutional Seller and 360 days
after the Listing as regards the members of the management of the Company and
the Company's group companies and the Sellers (other than the Institutional
Seller), neither any of these persons nor any party acting on their behalf, save
for certain exceptions, will, without the prior written consent of the Sole Lead
Manager, issue, offer, pledge, sell, contract to sell, sell any option rights or
contract to purchase, purchase any option or contract to sell, grant any option
right or warrant to purchase, lend or otherwise transfer or dispose of, directly
or indirectly, any Shares or any securities entitling to Shares or exchangeable
for or convertible into or exercisable for Shares, or enter into any swap or
other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Shares, whether any such transactions are to be
settled by delivery of the shares or other securities, in cash or otherwise. The
lock-up does not apply to certain situations, including, as regards the Company,
employee incentive schemes or acquisitions using the Company's own Shares and,
as regards the Seller, a takeover bid concerning the Company or a Share buyback
directed to all shareholders.
By submitting Commitment to participate in the Personnel Offering the respective
party agrees to be bound by a lock-up in respect of Personnel Shares. In
accordance with lock-up restrictions, parties participating in the Personnel
Offering may not, without the prior written consent of the Sole Lead Manager
(which consent may not be unreasonably withheld) and during a period beginning
on or about 11 December 2015 and ending 360 days after the Listing, sell, short
sell, pledge or otherwise directly or indirectly transfer Personnel Shares,
option rights or warrants to purchase Personnel Shares or other securities
exchangeable for or convertible into or exercisable for Personnel Shares that
they may hold or purchase in the Personnel Offering or be authorised to
transfer. Investors participating in the Personnel Offering agree that the lock-
up described above can be registered in their book-entry accounts. The lock-ups
concern in total approximately 44.8 percent of the Shares after the Share Sale
and the Personnel Offering, assuming that all Offer Shares preliminarily offered
are sold and subscribed for, no additional new Personnel Shares are subscribed
for in the Personnel Offering and the Over-Allotment Option is not used.
Other Matters
Other issues and practical matters relating to the Share Sale will be resolved
by the Institutional Seller together with the Sole Lead Manager.
Other issues and practical matters relating to the Personnel Offering will be
resolved by the Board of Directors.
Documents on Display
The Company's latest financial statements, report of the Board of Directors and
the auditor's report as well as the other documents pursuant to Chapter 5,
section 21 of the Companies Act, are available during the subscription period at
the Company's headquarters.
Applicable Law
The Share Sale and the Personnel Offering shall be governed by the laws of
Finland. Any disputes arising in connection with the Share Sale and/or the
Personnel Offering shall be settled by the court of competent jurisdiction in
Finland.
Terms and Conditions of the Public Share Sale
General
In the Public Share Sale, a maximum of 300,000 Sale Shares are being offered for
purchase by private individuals and corporations in Finland. The Institutional
Seller may, depending on demand, reallocate Sale Shares between the Public Share
Sale and the Institutional Share Sale in deviation from the preliminary numbers
without limitation. The minimum number of Sale Shares to be offered in the
Public Share Sale will nevertheless be 300,000 Sale Shares or, if the number of
Sale Shares in the Public Share Sale that are covered by Commitments falls below
this number, the total number of Sale Shares covered by Commitments.
The subscription place has the right to reject a Commitment, either partially or
wholly, if the Commitment does not comply with the terms and conditions herein
or if it is otherwise incomplete.
Right to Participate and the Minimum and Maximum Amounts for Commitments
Investors whose domicile is in Finland and who submit their Commitments in
Finland may participate in the Public Share Sale. In the Public Share Sale, the
Commitment must concern 100 Sale Shares at minimum and 20,000 Sale Shares at
maximum.
Each investor may only provide one Commitment in the Public Share Sale.
Places of Subscription and Submission of Commitments
The places of subscription in the Public Share Sale for customers with a book-
entry account in Danske Bank are:
* Danske Bank Plc's offices in Finland during normal business hours;
* Danske Bank Plc's Private Banking offices in Finland (for Danske Bank Plc's
Private Banking customers only);
* Danske Bank's Investment Line with Danske Bank's bank codes by phone, 9:00
to 20:00 Monday to Friday and 10:00 to 16:00 Saturday (Finnish time), tel.
+358 200 2000 (local network charge/mobile call charge). The Danske Bank
Investment Line calls are recorded;
* Danske Bank Plc's eBanking service with bank codes for private customers at
www.danskebank.fi. Commitment by phone using Danske Bank's Investment Line
or by the eBanking service requires a valid eBanking agreement with Danske
Bank; and
* Danske Bank corporate eBanking services in the Markets Online module for
Business Online customers.
The places of subscription in the Public Share Sale for customers with no book-
entry account in Danske Bank are:
* E-subscription at www.danskebank.fi for private customers; and
* Danske Bank Plc's offices (excluding corporate offices) in Finland during
normal business hours. Information on the offices offering subscription
services is available by phone using Danske Bank's Investment Line, 9:00 to
18:00 Monday to Friday and 10:00 to 16:00 Saturday (Finnish time), tel.
+358 10 54 63151 (local network charge/mobile call charge), by e-mail at the
address sijoituslinja(at)danskebank.fi or online at www.danskebank.fi.
Submitting a Commitment by phone via Danske Bank's Investment Line requires a
valid eBanking agreement with Danske Bank. Corporations may not submit
Commitments via Danske Bank Plc's eBanking service or e-subscription.
Individual investors can submit Commitments up to EUR 15,000 in the Public Share
Sale through Danske Bank's E-subscription. If the subscription exceeds EUR
15,000, the Commitment can be given at Danske Bank Plc's offices. The shares
covered by a Commitment must be paid using an account in the name of the
investor making the Commitment.
A Commitment will be considered to have been made when the investor has
submitted a signed commitment form to the place of subscription in accordance
with instructions or confirms the Commitment with bank codes in accordance with
instructions, and paid for the subscription concerned by the Commitment. Any
more detailed instructions issued by the place of subscription must be taken
into consideration when submitting a Commitment. Commitments can only be
cancelled in the manner and situations referred to above under "- Cancellation
of Commitments".
Payment of the Sale Shares
When submitting a Commitment, the maximum price of the Preliminary Price Range,
EUR 11.50 per Sale Share, multiplied by the number of Sale Shares covered by the
Commitment is to be paid for the Sale Shares. The Sale Price per share in the
Public Share Sale shall not be higher than the maximum of the Preliminary Price
Range.
The payment of a Commitment submitted in an office of Danske Bank, Danske Bank's
private Banking offices or via Danske Bank's Investment Line will be debited
directly from the investor's bank account in Danske Bank, or it may be paid by
bank transfer. The payment corresponding to a Commitment that has been submitted
through Danske Bank eBanking service of Danske Bank corporate eBanking services
will be charged from the investor's bank account when the investor confirms the
Commitment with his or her bank codes. The payment of a Commitment submitted
through E-subscription must be made in accordance with the terms and
conditions/instructions of E-subscription immediately after the Commitment has
been submitted.
Approval of a Commitment and Allocation of Sale Shares
In the Public Share Sale, The Institutional Seller will decide on the allocation
of Sale Shares to investors after the Pricing. The Institutional Seller will
decide on the procedure to be followed in the event of an oversubscription.
Commitments can be approved in full or in part or they can be rejected. The
Institutional Seller aims to approve Commitments in full for up to 100 Sale
Shares and, for Commitments exceeding this amount, allocate Sale Shares in
proportion to the amount of Commitments unmet. A confirmation letter regarding
the approval of the Commitments and allocation of the Sale Shares will be sent
on or about 22 December 2015 to all investors who have submitted their
Commitments in the Public Share Sale.
Refunding of Paid Amount
If a Commitment is rejected or approved only in part and/or if the Sale Price is
less than the price paid in connection with submission of the Commitment, the
paid amount of part thereof will be refunded to the investor who submitted the
Commitment approximately five (5) business days after the Pricing, i.e. on or
about 17 December 2015, to the Finnish bank account stated in the Commitment. If
an investor's bank account is in a different bank than the subscription place,
the refund will be paid to a Finnish bank account in accordance with the payment
schedule of the financial institutions, approximately no later than two (2)
banking days thereafter. No interest will be paid on the refunded amount. See
also "- Cancellation of Commitments".
Registration of Shares to Book-Entry Accounts
The parties who have submitted a Commitment must have a book-entry account in a
Finnish account operator or an account operator operating in Finland, and the
parties must specify the number of their book-entry accounts in their
Commitment. It is expected that the Sale Shares allocated in the Public Share
Sale will be entered into the book-entry accounts of the investors whose
Commitments have been approved on the first business day after the Pricing, i.e.
on or about 11 December 2015.
Terms and Conditions of the Institutional Share Sale
General
Preliminarily a maximum of 3,700,000 Sale Shares are offered in the
Institutional Share Sale to institutional investors in Finland and
internationally. The Institutional Seller may, depending on demand, reallocate
Sale Shares between the Public Share Sale and the Institutional Share Sale in
deviation from the preliminary numbers of Sale Shares without limitation. The
minimum number of Sale Shares to be offered in the Public Share Sale will
nevertheless be 300,000 Sale Shares or, if the number of Sale Shares that are
covered by Commitments falls below this number in the Public Share Sale, the
total number of the Sale Shares covered by Commitments.
The Shares are being offered in the Institutional Share Sale to institutional
investors in Finland and internationally in certain other countries outside the
United States in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the 'U.S. Securities Act'). The Shares have not been
registered, and they will not be registered under the U.S. Securities Act or
under the securities laws of any state of the United States and, accordingly,
will not be offered or sold, directly or indirectly, in or into the United
States (as defined in Regulation S of the U.S. Securities Act) unless they have
been registered under the U.S. Securities Act or pursuant to an exemption from
the registration requirements of the U.S. Securities Act and in compliance with
any applicable state securities laws of the United States. For more information
on restrictions concerning the offering of the Offer Shares, please see
"Important Information on the Offering Memorandum".
Right to Participate
An investor whose Purchase Offer includes at least 20,001 Sale Shares may
participate in the Institutional Share Sale.
Purchase Offers by institutional investors may be submitted to the Sole Lead
Manager.
Approval of Purchase Offers
The Institutional Seller will decide on the approval of Purchase Offers after
the Pricing. The Institutional Seller will decide on the procedure to be
followed in the event of an oversubscription. Purchase Offers can be approved in
full or in part or they can be rejected. A confirmation of the approved Purchase
Offers in the Institutional Share Sale will be provided as soon as practically
possible after the allocation of the Sale Shares.
Payment and Settlement of Sale Shares
Institutional investors must pay for the Sale Shares corresponding to their
approved Purchase Offers in accordance with the instructions issued by the Sole
Lead Manager on or about 15 December 2015. If necessary in connection with a
Purchase Offer being made or before the approval of a Purchase Offer, the Sole
Lead Manager has the right provided by the duty of care set for securities
intermediaries to require that the investor provides information concerning its
ability to pay for the Sale Shares corresponding to its Purchase Offer or
require that the amount corresponding to the Purchase Offer be paid in advance.
The amount to be paid in this connection is the maximum price of the Preliminary
Price Range, EUR 11.50, multiplied by the number of Sale Shares covered by the
Purchase Offer. The Sale Price in the Institutional Share Sale may be lower or
higher than the Preliminary Price Range. If the Preliminary Price Range is
increased, the maximum price per share of the new price range will be applied to
the orders submitted thereafter. Possible refunds will be made on or about on
the fifth (5(th)) banking day following the Pricing, i.e. on or about 17
December 2015. No interest will be paid on the refunded amount.
The Sale Shares of the Institutional Share Sale will be ready to be delivered
against payment through Euroclear Finland on or about 15 December 2015.
Terms and Conditions of the Personnel Offering
Personnel Shares to be Offered
In the Personnel Offering, a maximum of 30,000 new Personnel Shares and, in the
event of an oversubscription, a maximum of 70,000 additional new Personnel
Shares will be offered to the Company's Personnel, the Members of the Board of
Directors of the Company and the CEO of the Company.
The Personnel Shares are being offered in deviation from the shareholders' pre-
emptive subscription right to promote the commitment of the Personnel and the
management to the Company. The amount payable to the Company for an approved
subscription of Personnel Shares will be credited in its entirety into the
reserve for invested non-restricted equity. The Company's share capital will not
be increased in connection with the Personnel Offering. The Personnel Shares
registered in the Personnel Offering will be registered in the Trade Register
maintained by the Finnish Patent and Registration Office on or about 21 December
2015.
Right to Participate in the Personnel Offering
The Personnel, the Members of the Board of Directors of the Company and the CEO
of the Company are entitled to subscribe for Personnel Shares. However, the
Sellers have waived their right to participate in the Personnel Offering even
though they may be parties entitled to subscribe in the Personnel Offering.
The right to participate in the Personnel Offering is personal and non-
transferrable. Persons entitled to participate can, however, make a subscription
through an authorised representative. Persons participating in the Personnel
Offering can also participate in the Public Share Sale subject to its terms if
they wish.
A Commitment in the Personnel Offering must concern 100 Personnel Shares at
minimum.
Allocation of the Personnel Shares
The Board of Directors will decide on the allocation of the Personnel Shares
after the Pricing. The Board of Directors will decide on the procedure to be
followed in the event of an oversubscription and will, if necessary, use its
authorisation to issue a maximum of 70,000 additional new Personnel Shares.
Commitments can be approved in full or in part or they can be rejected. The
Board of Directors aims to approve Commitments in full for up to 100 Personnel
Shares and, for Commitments exceeding this amount, allocate Personnel Shares in
proportion to the amount of Commitments unmet. See also "- Cancellation of
Commitments".
Places of Subscription and Submission of Commitments
The place of subscription in the Personnel Offering is Danske Bank A/S, Helsinki
Branch in accordance with separate instructions provided to the parties entitled
to subscribe
The Company or the Sole Lead Manager have the right to reject a Commitment,
either partially or wholly, if the Commitment does not comply with the terms and
conditions herein or if it is otherwise incomplete.
Payment of the Personnel Shares
The Personnel Shares will be paid after the Pricing, however no later than 16
December 2015, by paying the final subscription price per Personnel Share
multiplied by the number of shares allocated to the investor. The payment will
be made by bank transfer in accordance with the instructions of the Sole Lead
Manager. If shares have not been paid by 16 December 2015, the subscription may
be rejected.
Entry of Shares into Book-Entry Accounts
The parties who submit a Commitment in the Personnel Offering must have a book-
entry account in a Finnish account operator or an account operator operating in
Finland, and the parties must specify the number of their book-entry account in
their Commitment. Personnel Shares approved for subscription and paid for in the
Personnel Offering will be entered into the investors' book-entry accounts on or
about 21 December 2015.
Consti propectus published:
http://hugin.info/171618/R/1970027/720162.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Consti Yhtiöt Oy via GlobeNewswire
[HUG#1970027]
Unternehmensinformation / Kurzprofil:
Datum: 30.11.2015 - 08:31 Uhr
Sprache: Deutsch
News-ID 436250
Anzahl Zeichen: 55024
contact information:
Town:
Helsinki
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 469 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Consti Group Plc : Consti's Finnish language prospectus has been published and the offer and subscription period for the initial public offering commences today"
steht unter der journalistisch-redaktionellen Verantwortung von
Consti Yhtiöt Oy (Nachricht senden)
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