DNA announces the preliminary price range for its planned IPO
(Thomson Reuters ONE) -
DNA OYJ PRESS RELEASE 14 NOVEMBER 2016, 4:00 pm EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
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DISTRIBUTION WOULD BE UNLAWFUL.
This document is an announcement and not a prospectus for the purposes of
applicable measures implementing EU Directive 2003/71/EC as amended (such
Directive, together with any applicable implementing measures of the relevant
Member State under such Directive, the "Prospectus Directive") and as such does
not constitute an offer to sell or the solicitation of an offer to purchase
securities. Investors should not subscribe for, or purchase, any securities
referred to in this document except on the basis of the information in the
prospectus, prepared pursuant to the Prospectus Directive, in connection with
the proposed listing of ordinary shares in the share capital of the Company on
Nasdaq Helsinki Ltd (the "Prospectus"), which will be approved by the Finnish
Financial Supervisory Authority and published in due course.
DNA Oyj ("DNA" or the "Company"), a Finnish full service telecommunications
operator, today announces the preliminary price range for its planned initial
public offering ("IPO" or the "Offering"). The Company announced on 26 October
2016 that it was planning an IPO on the official list of Nasdaq Helsinki Ltd
(the "Helsinki Stock Exchange"). The subscription period for the IPO commences
tomorrow 15 November 2016 at 10:00 EET.
The IPO in brief
* The preliminary price range in the IPO is EUR 9.85 - 11.15 per share (the
"Preliminary Price Range").
* The implied market capitalization of the Company based on the Preliminary
Price Range is approximately EUR 1.30 - 1.47 billion, assuming that gross
proceeds of EUR 50 million are raised in the Offering from the offering of
new shares by the Company.
* The Offering:
* The Company aims to raise gross proceeds of approximately EUR 50 million
by offering new shares ("New Shares") for subscription ("Share Issue").
The Share Issue also includes a Personnel Offering (as defined below).
* Preliminary up to 35,950,000 existing shares in the Company (the "Sale
Shares, together with the New Shares, the "Offer Shares") are being
offered for sale by certain existing shareholders of the Company (the
"Sellers") (the "Share Sale", together with the Share Issue, the
"Offering"). Of the Sale Shares, up to 19,110,655 shares are being
offered for sale by Finda Oy and up to 13,578,345 shares by PHP Holding
Oy (Finda Oy and PHP Holding Oy together the "Institutional Sellers").
* Over-Allotment Option (as defined below) of a maximum of 6,064,100
shares shall be given to the Stabilising Manager (as defined below) by
the Institutional Sellers.
* The Offering consists of (i) a public offering to private individuals
and entities in Finland (the "Public Offering"), (ii) personnel offering
to the Personnel (as defined below) (the "Personnel Offering") and (iii)
private placements to institutional investors in Finland and
internationally (the "Institutional Offering").
* Based on the Preliminary Price Range, and assuming that New Shares
corresponding to gross proceeds of EUR 50 million are subscribed for in the
Share Issue, of which a total of 50,000 New Shares are subscribed for in the
Personnel Offering, the maximum amount of Sale Shares are sold in the Share
Sale, and that the Over-Allotment Option is exercised in full, the IPO is
valued at approximately EUR 464 - 518 million.
* The post-IPO free float is expected to be approximately 35 percent of the
Company's shares, assuming that the Final Offer Price (as defined below) is
at the mid-point of the Preliminary Price Range, New Shares corresponding to
gross proceeds of EUR 50 million are subscribed for in the Share Issue, of
which a total of 50,000 New Shares are subscribed for in the Personnel
Offering, the maximum amount of Sale Shares are sold in the Share Sale and
the Over-Allotment Option is exercised in full. The Institutional Sellers
will together retain 55 percent ownership of the Company after the Offering
assuming full exercise of the Over-Allotment Option.
* The subscription period for the Public Offering and Personnel Offering will
commence on 15 November 2016 at 10:00am EET and end on 25 November 2016 at
4:00pm EET, unless the subscription period is discontinued or extended.
* The subscription period for the Institutional Offering will commence on 15
November 2016 at 10:00am EET and end on 29 November 2016 at 12:00 noon EET,
unless the subscription period is discontinued or extended.
* Trading in the Offer Shares is expected to begin on the Pre-List of the
Helsinki Stock Exchange on or about 30 November 2016 and on the official
list of the Helsinki Stock Exchange on or about 2 December 2016 and the
shares will trade under the share trading code "DNA".
Jukka Leinonen, CEO of DNA:
"I am very pleased with the response we have received from investors after we
announced our intention to float our shares on the Helsinki Stock Exchange. The
successful implementation of our strategy and the development opportunities
going forward have attracted considerable interest. Committed shareholders and
motivated personnel have built DNA into a strong Finnish telecommunications
service provider of DNA. We have a solid base to further develop our business
and create value for our new shareholders. DNA is ready to move to a new phase
and continue its operations as a publicly listed company."
Background and reasons for the IPO
DNA is one of the leading telecommunication service providers in Finland. The
Company has its own nationwide mobile communication network and the largest
hybrid-fibre coaxial network, which enable the company to provide high quality
voice, data and TV services to its customers. The Company's business is divided
into consumer and business segments. DNA has over 3.8 million subscription
customers in total and it employs approximately 1,700 telecommunications
professional whose focus is in providing excellent customer experiences in
accordance with DNA's strategy.
DNA's strategic focus will be on achieving the most satisfied customers in the
market by aiming to provide high quality, fairly priced and easy to use mobile
services, mobile and fixed broadband services and TV and video services. The
Company aims to leverage its competitive mobile infrastructure that will allow
it to continue providing the fastest and the highest quality services in the
market and consequently translate into high customer satisfaction and continued
sales growth. DNA also intends to capitalise on significant upselling and cross-
selling opportunities in the Consumer segment by leveraging its strong market
positions and converged service offering, while the Company's multi-platform TV
strategy allows a high quality TV and video offering across all devices. In the
Corporate segment, DNA's strategy is to increase its market share and
profitability by leveraging its state-of-the-art networks and high customer
satisfaction in different product categories. The Company aims to continue cost
and capital expenditure control and carry on operational efficiency initiatives
to further enhance cash flow generation of the business.
The objective of the Offering is to position DNA for its next development phase.
The initial public offering will enable DNA to obtain access to capital markets,
expand its ownership base and increase the liquidity of the Shares. Additional
visibility provided by the IPO is also expected to increase DNA's recognition
among the public and as an employer, and thus enhance the Company's
competitiveness.
Details of the IPO
In the IPO, preliminarily a maximum of 1,000,000 Offer Shares are offered to
private individuals and entities in Finland and 39,981,143 Offer Shares to
Finnish and international institutional investors, assuming that the Over-
Allotment Option is not exercised. In the Personnel Offering, the Company offers
for subscription a maximum of 50,000 New Shares and, in the event of an
oversubscription, a maximum of 250,000 additional New Shares ("Personnel
Shares") to all permanent or fixed-term employees of the Company or its wholly-
owned subsidiaries in Finland and all agency employees who work at the Company
or its wholly-owned subsidiaries in Finland during the subscription period, the
members of the Board of Directors of the Company and the CEO of the Company
("Personnel").
With the Share Issue, the Company aims to raise gross proceeds of approximately
EUR 50 million. The number of New Shares to be issued will be determined based
on the Final Offer Price. The Company would issue 4,766,905 New Shares assuming
that the Final Offer Price for the New Shares would be at the mid-point of the
Preliminary Price Range and total of 50,000 New Shares would be subscribed in
the Personnel Offering at a discount applicable to such New Shares.
Preliminarily up to 35,950,000 Sale Shares are being offered for sale by
existing shareholders of the Company. DNA expects to use net proceeds from the
Share Issue to strengthen its capital structure and maintain financial
flexibility to carry out disciplined growth investments and possible selective
value creative M&A. Additionally, the proceeds will give DNA sufficient
financial flexibility for a possible bid in the forthcoming 700 MHz spectrum
auction.
The Offer Shares represent approximately 30.8 percent of the Company's shares
(the "Shares") and votes after the Share Issue without the Over-Allotment Option
(with the Over-Allotment Option approximately 35.4 percent) assuming that the
Sellers sell the maximum amount of Sale Shares and that the New Shares issued by
the Company equal, as stated above, 4,766,905 New Shares.
In the event the number of New Shares issued in the Share Issue is 4,766,905 as
mentioned above, the number of shares outstanding after the offering would
amount to 132,092,755 Shares, of which the Institutional Sellers together would
hold 59.5 percent, assuming that the Sellers would sell the maximum amount of
Sale Shares and the Over-Allotment Option is not exercised. If the Over-
Allotment Option is exercised, the Institutional Sellers together would hold
54.9 percent. Furthermore, all Sellers will agree, subject to certain
exceptions, not to divest their shares held at admission for a period of 360
days from the listing of the Company.
The preliminary price range for the Offer Shares in the Institutional Offering
and Public Offering is a minimum of EUR 9.85 and a maximum of EUR 11.15 per
Offer Share. The final price per Offer Share (the "Final Offer Price") will be
communicated through a stock exchange release on or about 29 November 2016. The
Final Offer Price may also be above or below the Preliminary Price Range
provided, however, the Final Offer Price in the Public Offering shall not be
higher than the maximum of the Preliminary Price Range, EUR 11.15 per Offer
Share. The subscription price per share in the Personnel Offering is 10 percent
lower than the Final Offer Price in the Public Offering.
The Institutional Sellers and Danske Bank A/S, Helsinki branch, in its capacity
as stabilising manager (the "Stabilising Manager") may agree that the
Institutional Sellers shall give the Stabilising Manager an over-allotment
option exercisable within 30 days from the commencement of trading of the Shares
on the Helsinki Stock Exchange (which is estimated to occur between November
30, 2016 and December 29, 2016), to purchase or to procure purchasers for a
maximum of 6,064,100 additional shares solely to cover over-allotments (the
"Over-Allotment Option"). The Shares included in the Over-Allotment Option
represent approximately 4.6 percent of the shares and votes after the Share
Issue, assuming that the Sellers sell the maximum amount of Sale Shares and that
the Company issues 4,766,905 New Shares (the number of New Shares is calculated
assuming that the Final Offer Price would be at the mid-point of the Preliminary
Price Range and total of 50,000 New Shares would be subscribed in the Personnel
Offering at a discount applicable to such New Shares).
Danske Bank A/S, Helsinki branch and Morgan Stanley & Co. International plc are
acting as joint global coordinators in the IPO, and J.P. Morgan Securities plc,
Nordea Bank Finland Plc and Skandinaviska Enskilda Banken Ab (publ), Helsinki
branch are acting as joint bookrunners. Lazard & Co Ltd is the financial advisor
to the Company. Castrén & Snellman Attorneys Ltd and Skadden, Arps, Slate,
Meagher & Flom (UK) LLP are acting as legal advisers to the Company. Borenius
Attorneys Ltd and Shearman & Sterling (London) LLP are acting as legal advisers
to the joint global coordinators and joint bookrunners.
Preliminary timetable (all times are Finnish time)
+------------------------------------------------------------+-----------------+
|Subscription period of the Offering commences |November 15, 2016|
| | 10:00 am|
+------------------------------------------------------------+-----------------+
|The Offering may be discontinued at the earliest |November 22, 2016|
| | 4:00 pm|
+------------------------------------------------------------+-----------------+
|Subscription period of the Public Offering and Personnel |November 25, 2016|
|offering ends on or about | 4:00 pm|
+------------------------------------------------------------+-----------------+
|Subscription period of the Institutional Offering ends on or|November 29, 2016|
|about | 12:00 noon|
+------------------------------------------------------------+-----------------+
|Announcement of the final results of the Offering on or |November 29, 2016|
|about | |
+------------------------------------------------------------+-----------------+
|New Shares subscribed for in the Public Offering registered |November 30, 2016|
|in the investors' book-entry accounts on or about | |
+------------------------------------------------------------+-----------------+
|Trading in the Shares, excluding Personnel Shares, commences|November 30, 2016|
|on the pre-list of the Helsinki Stock Exchange on or about | |
+------------------------------------------------------------+-----------------+
|Trading in the Shares, excluding Personnel Shares, commences| December 2, 2016|
|on the official list of the Helsinki Stock Exchange on or | |
|about | |
+------------------------------------------------------------+-----------------+
|The Offer Shares offered in the Institutional Offering are | December 2, 2016|
|ready to be delivered against payment through Euroclear | |
|Finland on or about | |
+------------------------------------------------------------+-----------------+
|Personnel Shares subscribed for in the Personnel Offering |December 16, 2016|
|registered in the Trade Register on or about | |
+------------------------------------------------------------+-----------------+
|Personnel Shares subscribed for in the Personnel Offering |December 16, 2016|
|registered in the subscribers' book-entry accounts on or | |
|about | |
+------------------------------------------------------------+-----------------+
|Trading in the Personnel Shares commences on the official |December 16, 2016|
|list of the Helsinki Stock Exchange on or about | |
+------------------------------------------------------------+-----------------+
The Finnish Prospectus
The Company has submitted a Finnish language prospectus ("Finnish Prospectus")
for approval with the Finnish Financial Supervisory Authority, and it is
expected to be approved today 14 November 2016. The information stated in this
press release regarding the Offering are conditional upon the approval of the
Finnish Prospectus by the Finnish Financial Supervisory Authority today 14
November 2016. The Finnish Prospectus and a Finnish language marketing brochure
will be available in electronic format on the Company's website at
www.dna.fi/listautumisanti no later than 15 November 2016 before the start of
the subscription period. Printed versions of the Finnish Prospectus and
marketing brochure are expected to be available no later than 17 November 2016
and can be obtained from the Company's headquarters (Läkkisepäntie 21, 00620
Helsinki), branch offices of Danske Bank and Nordea as well as at the Helsinki
Stock Exchange (Fabianinkatu 14, 00100 Helsinki).
Further information on the IPO, including places of subscription, can be
obtained from www.dna.fi/listautumisanti, www.danskebank.fi, www.nordea.fi and
from the branch offices of Danske Bank and Nordea.
Proposed dividend to be paid for the financial year 2016
DNA announced on 26 October 2016 that the Company's Board of Director's
conditional decision is to propose to the annual general meeting of the Company
to be held in 2017 that a total dividend of approximately EUR 70 million is to
be paid for the financial year 2016. Based on the prior decision, the Board of
Directors has made a conditional decision that it will propose to the annual
general meeting of the Company to be held in 2017 that a EUR 0.55 dividend per
share shall be paid for the financial year 2016 assuming the Company's financial
standing permits distributing dividends.
Further enquiries
Jukka Leinonen, CEO, DNA Oyj, tel. +358 44 044 1000, jukka.leinonen(at)dna.fi
DNA Corporate Communications, tel. +358 44 044 8000, communications(at)dna.fi
Disclaimer
The information contained herein does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any jurisdiction.
This document is not an offer for sale nor a solicitation of an offer to buy any
securities in the United States (including any of its states, its territories
and possessions and the District of Columbia). These materials are not for
distribution, directly or indirectly, in or into the United States. The
securities referred to herein (the "Securities") have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or the laws of any state of the United States. Consequently, the
Securities may not be offered, sold, pledged or otherwise transferred directly
or indirectly in or into the United States except in accordance with the
registration requirements of the Securities Act or an exemption therefrom. No
public offering of the Securities is being made in the United States.
This document is an announcement and not a prospectus for the purposes of
applicable measures implementing EU Directive 2003/71/EC as amended (such
Directive, together with any applicable implementing measures of the relevant
Member State under such Directive, the "Prospectus Directive") and as such does
not constitute an offer to sell or the solicitation of an offer to purchase
securities. Investors should not subscribe for, or purchase, any securities
referred to in this document except on the basis of the information in the
prospectus, prepared pursuant to the Prospectus Directive, in connection with
the proposed listing of ordinary shares in the share capital of the Company on
Nasdaq Helsinki Ltd (the "Prospectus"), which will be approved by the Finnish
Financial Supervisory Authority and published in due course.
A prospectus prepared pursuant to the Prospectus Directive and the Finnish
Securities Markets Act (746/2012, as amended) on the public offering of
securities and the admission of securities to trading on a regulated market (the
"Prospectus Law") will be approved by the Finnish Financial Supervisory
Authority and published which, when published, will be made available in
accordance with the requirements of the Prospectus Directive and the Prospectus
Law in Finland and can be obtained from the Company and other placed indicated
in the Prospectus.
The securities referred to herein are not and will not be publicly offered, sold
or registered, in any jurisdiction other than Finland. Any offer of securities
to the public that may be deemed to be made pursuant to this communication in
any EEA Member State other than Finland is addressed solely to qualified
investors (within the meaning of the Prospectus Directive) in that Member State.
The joint global coordinators and the joint bookrunners are each acting
exclusively for the Company and for no-one else in connection with any
transaction mentioned in this announcement and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to any
such transaction and will not be responsible to any other person for providing
the protections afforded to their respective clients, or for advising any such
person on the contents of this announcement or in connection with any
transaction referred to in this announcement. The contents of this announcement
have not been verified by the joint global coordinators or joint bookrunners.
This announcement does not constitute a recommendation concerning the offering.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Information in
this announcement or any of the documents relating to the offering cannot be
relied upon as a guide to future performance. There is no guarantee that the
listing on the Helsinki Stock Exchange will occur and you should not base your
financial decisions on the Company's intentions in relation to the listing at
this stage. Potential investors should consult a professional advisor as to the
suitability of the offering for the entity concerned.
Each of the joint global coordinators and joint bookrunners and any of their
respective affiliates, acting as investors for their own accounts, may purchase
shares and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such shares and other securities of the
Company or related investments in connection with the offering or otherwise.
Accordingly, references in the final prospectus, once published, to the shares
being offered, acquired, sold, placed or otherwise dealt in should be read as
including any offer, sale, acquisition, placing or dealing in the shares by any
of the joint global coordinators and joint bookrunners and any of their
affiliates acting as investors for their own accounts. In addition, certain of
the joint global coordinators or joint bookrunners or their affiliates may enter
into financing arrangements and swaps in connection with which they or their
affiliates may from time to time acquire, hold or dispose of shares. None of the
joint global coordinators or joint bookrunners intends to disclose the extent of
any such investment or transaction otherwise than in accordance with any legal
or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of
the joint global coordinators or joint bookrunners or any of their respective
subsidiaries, affiliates, agents or advisers or any of such persons' affiliates,
directors, officers or employees or any other person as to the fairness, truth,
accuracy, completeness or verification of the information or the opinions
contained in this announcement (or whether any information has been omitted from
the announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, and no liability
is accepted for any such information, omissions or opinions. Each of the joint
global coordinators and joint bookrunners or any of their respective
subsidiaries, affiliates, agents or advisers or any of such persons' affiliates,
directors, officers or employees or any other person disclaim any and all
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise, for any errors, omissions or inaccuracies in such information or
opinions or for any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this announcement or its contents or
otherwise in connection with this announcement.
Lazard, which is authorised and regulated by FCA, is acting exclusively for the
Company and no one else in connection with the potential offering and will not
regard any other person as its client in relation to the potential offering and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for giving advice in relation to the
proposed offering or the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
This communication does not constitute an offer of the Securities to the public
in the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the Securities. This communication is being distributed to
and is directed only at (i) persons who are outside the United Kingdom or (ii)
persons who are investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") and (iii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as "Relevant Persons"). Any
investment activity to which this communication relates will only be available
to and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this document or any of its contents.
Shares in the Company have not been and will not be registered under the
applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand,
South Africa or Singapore and, subject to certain exceptions, may not be offered
or sold within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
Singapore or to, or for the account or benefit of, citizens or residents of
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore
except under circumstances which will result in full compliance with the
applicable laws and regulations promulgated by the relevant regulatory
authorities in effect at the relevant time.
Forward looking statements
Certain statements in this press release are not historical facts and are
"forward looking" within the meaning of Section 27A of the U.S. Securities Act
and 2(1)(e) of the U.S. Securities Exchange Act of 1934. Forward looking
statements include statements concerning our plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, our competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, our business
strategy and the trends we anticipate in the industries and the political and
legal environment in which we operate and other information that is not
historical information, such as potential dividend payments, price range of the
Offering and stabilisation of the contemplated IPO and listing. In some
instances, they can be identified by the use of forward-looking terminology,
including the terms "believes", "intends", "may", "will" or "should" or, in each
case, their negative or variations on comparable terminology. By their very
nature, forward looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward looking statements will not be
achieved. Given these risks, uncertainties and assumptions, you are cautioned
not to place undue reliance on such forward looking statements. Any forward
looking statements contained herein speak only as at the date of this document.
Save as required by law, the Company, the joint global coordinators or the joint
bookrunners do not intend and do not assume any obligation, to update any
forward looking statement contained herein.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: DNA Oyj via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 14.11.2016 - 15:00 Uhr
Sprache: Deutsch
News-ID 506758
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