Board of Directors of Digia Plc Decided on an Approximately EUR 12.5 Million Rights Offering
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Digia Plc
Stock Exchange Release
31 May 2017 at 9:00
Board of Directors of Digia Plc Decided on an Approximately EUR 12.5 Million Rights Offering
Rights Offering in Brief
General
The Board of Directors of Digia has today decided on an approximately EUR 12.5 million Offering in accordance with the shareholders' pre-emptive subscription right based on authorization granted by the Annual General Meeting on 16 March 2017.
Shares will trade ex-rights as from 1 June 2017. The subscription period commences on 7 June 2017 and ends on 21 June 2017. The subscription price is EUR 2,10 per each Offer Share. Each shareholder of the Company will receive one (1) Subscription Right for every one (1) share they hold on the Record Date, 2 June 2017. Seven (7) Subscription Rights will entitle their holder to subscribe for two (2) Offer Shares (the "Primary Subscription Right"). Fractions of Offer Shares cannot be subscribed for. The Subscription Rights are subject to trading on Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") between 7 June 2017 and 15 June 2017. The Subscription Rights are freely transferable.
A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the "Secondary Subscription").
If and to the extent the Offer Shares are not fully subscribed after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription as decided by the Board of Directors for a shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right.
Digia will offer for subscription a maximum of 5,948,078 Offer Shares in the Offering. The Offer Shares to be issued in the Offering represent approximately 28.6 percent of the total number of the outstanding shares and the total voting rights in the Company prior to the Offering and approximately 22.2 percent of the total outstanding shares and the total voting rights in the Company after the Offering, assuming that the Offering is subscribed in full.
The aggregate net proceeds to the Company from the Offering, after deduction of the fees and expenses payable by the Company, will be approximately EUR 12.05 million provided that the Offering is subscribed for in full. The subscription price of the Offer Shares will be recorded in its entirety in the Company's invested unrestricted equity fund. Digia intends to use the proceeds from the Offering in accordance with its strategy for prospective acquisitions, to support the growth of the Company's current business operations, to strengthen the Company's capital structure and for the Company's general financing needs.
Digia's two largest shareholders, Ingman and Ilmarinen, as well as Varma, which jointly represent a total of approximately 40.8 percent of the total number of shares and voting rights in the Company, which represents approximately 40.9 percent of the total amount of outstanding shares and voting rights, have irrevocably undertaken to subscribe for Offer Shares to be issued in the Offering in proportion to their current holdings in the Company. Varma's undertaking is binding insofar as its shareholding does not exceed 4.90 percent of the total number of existing shares and voting rights in the Company as a result of the Offering.
The Offer Shares subscribed for in the Offering will be registered with the Finnish Trade Register on or about 28 June 2017. The Offer Shares entitle their holders to full shareholder rights in the Company as of the registration of the Offer Shares with the Finnish Trade Register.
The Company will announce the final result of the Offering on or about 28 June 2017. The detailed terms and conditions of the Offering are attached to this stock exchange release.
Digia has submitted for the approval of the Finnish Financial Supervisory Authority a Finnish language prospectus regarding the Offering, which will be published on or about 1 June 2017. The Finnish language prospectus will be available on Digia's website at www.digia.com/anti2017 on or about 1 June 2017 and at the Company's headquarters at Atomitie 2, 00370 Helsinki on or about 5 June 2017. In addition, the prospectus will be available on Evli Bank Plc's website at www.evli.com on or about 1 June 2017 and at Evli's office at Aleksanterinkatu 19 A, 4th floor, 00101 Helsinki on or about 5 June 2017.
Evli Bank Plc acts as the lead manager of the Offering. Castrén & Snellman Attorneys Ltd acts as the legal adviser to Digia.
Important dates
| Board decision on the terms and conditions of the Offering | 31 May 2017 |
| Last day of trading with shares including the Subscription Rights | 31 May 2017 |
| Prospectus publication (on or about) | 1 June 2017 |
| Ex-rights date | 1 June 2017 |
| Record Date | 2 June 2017 |
| Subscription period and trading in Subscription Rights begins | 7 June 2017 |
| Trading in Subscription Rights ends | 15 June 2017 |
| Subscription period ends | 21 June 2017 |
| Trading in interim shares representing Offer Shares begins (on or about) | 22 June 2017 |
| Stock exchange release regarding the preliminary result of the Offering (on or about) | 22 June 2017 |
| Stock exchange release regarding the final result of the Offering (on or about) | 28 June 2017 |
| Shares registered with the Trade Register (on or about) | 28 June 2017 |
| Trading in Offer Shares begins (on or about) | 29 June 2017 |
Helsinki, 31 May 2017
Digia Plc
Board of Directors
Additional information:
Timo Levoranta, CEO, Digia Plc, tel. +358 (0)10 313 3000 (exchange)
Distribution:
Nasdaq Helsinki
Key media
www.digia.com
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South-Africa or the United States. The issue, exercise or sales of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes 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 by the Company.
These written materials do not constitute an offer for sale of securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
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 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.
The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, 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 document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The information contained in this document is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this documentor on its completeness, accuracy or fairness. The information in this document is subject to change.
This document contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date of this document. The Company disclaims any obligation to update any forward-looking statements contained in this document, except as required pursuant to applicable law.
APPENDIX
Terms and conditions of the Offering
TERMS AND CONDITIONS OF THE OFFERING
Background
On 16 March 2017, the Annual General Meeting of Digia Plc ("Digia" or the "Company") authorized the Board of Directors to decide on a share issue with or without consideration and on the issuance of special rights as referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches. A maximum of 6,000,000 new shares may be issued on the basis of the authorization, which, on the date of the Annual General Meeting, represented approximately 28.7 percent of the Company's existing shares (the "Existing Shares"). On the basis of the authorization, the Board of Directors may decide to issue new shares in accordance with the shareholders' pre-emptive right to subscribe for new shares and, concerning in the aggregate a maximum of 2,000,000 shares, in deviation from the shareholders' pre-emptive right to subscribe for new shares (directed share issue). The authorization is valid until 16 September 2018.
On 31 May 2017, the Board of Directors of the Company resolved, based on the above authorization of the Annual General Meeting, to issue a maximum of 5,948,078 new shares (the "Offer Shares") in accordance with the shareholders' pre-emptive rights (the "Offering") as set forth in the below terms and conditions.
The Offer Shares to be issued in the Offering represent approximately 28.6 percent of the total number of the outstanding shares and the total voting rights in the Company before the Offering and approximately 22.2 percent of the total number of the outstanding shares and the total voting rights in the Company after the Offering, assuming that the Offering is subscribed in full.
Evli Bank Plc will be acting as the lead manager of the Offering ("Evli" or the "Lead Manager").
The largest shareholder of the Company, Ingman Development Oy Ab, which owns approximately 21.56 percent of the total number of the Existing Shares and the total voting rights in the Company, which represents approximately 21.62 percent of the total number of outstanding shares and voting rights, has irrevocably and subject to certain customary conditions undertaken on 12 May 2017 to subscribe for the Offer Shares to be issued in the Offering in proportion to its current holding in the Company. According to its subscription undertaking, Ingman Development Oy Ab will in the aggregate subscribe for 1,285,714 Offer Shares in the Offering, which represent in the aggregate approximately 21.62 percent of the maximum number of the Offer Shares to be issued in the Offering.
Ilmarinen Mutual Pension Insurance Company, which owns approximately 14.58 percent of the total number of the Existing Shares and the total voting rights in the Company, which represents approximately 14.62 percent of the total number of outstanding shares and voting rights, has irrevocably and subject to certain customary conditions undertaken on 9 May 2017 to subscribe for Offer Shares to be issued in the Offering in proportion to its current holding in the Company. According to its subscription undertaking, Ilmarinen Mutual Pension Insurance Company will in the aggregate subscribe for 869,504 Offer Shares in the Offering, which represent in the aggregate approximately 14.62 percent of the maximum number of the Offer Shares to be issued in the Offering.
Varma Mutual Pension Insurance Company, which owns approximately 4.65 percent of the total number of the Existing Shares and the total voting rights in the Company, which represents approximately 4.66 percent of the total number of outstanding shares and voting rights, has irrevocably subject to certain customary conditions undertaken on 23 May 2017 to subscribe for Offer Shares to be issued in the Offering in proportion to its current holding in the Company. The undertaking is binding insofar as Varma Mutual Pension Insurance Company's shareholding does not exceed 4.90 percent of the total number of Existing Shares and voting rights in the Company as a result of the Offering. According to its subscription undertaking, Varma Mutual Pension Insurance Company will in the aggregate subscribe for 277,142 Offer Shares in the Offering, which represent in the aggregate approximately 4.66 percent of the maximum number of the Offer Shares to be issued in the Offering.
Terms and Conditions of the Offering
Subscription Right
Primary Subscription
The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their holding of Existing Shares.
A shareholder who is registered in the Company's shareholder register maintained by Euroclear Finland Ltd (PO Box 1110, Urho Kekkosen katu 5C, 00101 Helsinki) on the record date of 2 June 2017 of the Offering (the "Record Date"), or in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders' register on the Record Date, will automatically receive one (1) freely transferable subscription right (the "Subscription Right") as a book-entry (ISIN Code FI4000261458) for each Existing Share owned on the Record Date (the "Primary Subscription Right").
A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for two (2) Offer Shares for seven (7) Subscription Rights. No fractions of Offer Shares will be allotted, i.e. exactly seven (7) Subscription Rights are needed to subscribe for two (2) Offer Shares. Treasury shares held by the Company do not entitle to Subscription Rights.
Secondary Subscription
A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right, is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the "Secondary Subscription").
If and to the extent the Offer Shares are not fully subscribed after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription as decided by the Board of Directors for a shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right.
Subscription Price
The subscription price is EUR 2.10 per Offer Share (the "Subscription Price"). The Subscription Price will be recorded in its entirety in the invested unrestricted equity fund.
The Subscription Price has been set to include a discount customary in rights issues compared to the closing price of the Company's share on the stock exchange list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") on the trading day immediately preceding the decision on the Offering.
Subscription Period
The subscription period will commence on 7 June 2017 at 9.30 am and expire on 21 June 2017 at 4.30 pm Finnish time (the "Subscription Period"). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period. The pre-emptive subscription right is to be exercised during the Subscription Period.
Subscription for Offer Shares pursuant to the Primary Subscription Right and payments
A holder of Subscription Rights may participate in the Offering by subscribing for Offer Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. Seven (7) Subscription Rights entitle their holder to subscribe for two (2) Offer Shares. Fractions of Offer Shares cannot be subscribed. In order to participate in the Offering, a holder of Subscription Rights must submit a subscription assignment in accordance with the instructions given by the relevant custodian or account operator or, in case of nominee registered investors, by the nominee. A holder of Subscription Rights who does not receive instructions for subscription from his or her account operator can contact the Lead Manager.
If an Existing Share entitling to a Subscription Right is pledged or subject to any other restrictions, the Subscription Right may not necessarily be exercised without the consent of the pledgee or holder of any other relevant right.
Subscription orders can be submitted in the following subscription places:
The Subscription Price of the Offer Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by the Lead Manager or the relevant custodian or account operator.
Shareholders and other investors participating in the Offering whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.
Incomplete or erroneous subscription assignments may be rejected. A subscription assignment may be rejected if the subscription payment is not made according to these terms and conditions or if such payment is not made in full. In these situations, the subscription payment will be refunded to the subscriber. No interest will be paid on the refunded amount.
Any exercise of the Primary Subscription Right is irrevocable and may not be modified or cancelled otherwise than as stated in section "Cancellation of subscriptions under certain circumstances" in these terms and conditions.
Any Subscription Rights remaining unexercised at the end of the Subscription Period on 21 June 2017 at 4.30 pm will expire without any compensation.
Subscription of Offer Shares in the Secondary Subscription and payments
A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right (the "Subscriber") is entitled to subscribe for Offer Shares in the Secondary Subscription.
The subscription of the Offer Shares pursuant to the Secondary Subscription will take place by submitting a subscription assignment during the Subscription Period and at the same time paying the Subscription Price in accordance with the instructions given by the relevant custodian or account operator or, in case of nominee registered investors, by the nominee.
Incomplete or erroneous subscription assignments may be rejected. A subscription assignment may be rejected if the subscription payment is not made according to these terms and conditions or if such payment is not made in full. In these situations, the subscription payment will be refunded to the Subscriber. No interest will be paid on the refunded amount.
Any Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in section "Cancellation of subscriptions under certain circumstances" in these terms and conditions.
The Company will confirm the acceptance or rejection of the subscriptions of Offer Shares to Subscribers who have submitted a Secondary Subscription.
If and to the extent the Offer Shares are not fully subscribed after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription as decided by the Board of Directors for a shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right. The subscription period for the Offer Shares that are not subscribed for after the Secondary Subscription will end on 28 June 2017 and these Offer Shares shall be paid in full at the time of submitting the subscription assignment.
Cancellation of subscriptions under certain circumstances
If the prospectus for the Offering (the "Prospectus") is supplemented or corrected due to a mistake or inaccuracy or material new information which could be of material relevance to the investors, any Subscribers who have already agreed to subscribe for Offer Shares before the related supplement is published, shall have the right to cancel their subscriptions in accordance with the Finnish Securities Markets Act (746/2012, as amended). The Subscribers have a right to cancel their subscriptions within two (2) banking days after the supplement has been published. The cancellation right requires that the mistake, inaccuracy or material new information has emerged before the trading in the interim shares representing the Offer Shares has begun or, in case of Secondary Subscription, before the Offer Shares have been delivered to the Subscribers. The cancellation of a subscription applies to the subscription to be cancelled as a whole. The right to cancellation and the procedure for such cancellation right will be announced together with any such possible supplement to the Prospectus through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.
Trading in the Subscription Rights
The holders of Subscription Rights may sell their Subscription Rights any time before the trading in the Subscription Rights ends. The Subscription Rights are subject to trading on the Helsinki Stock Exchange between 7 June 2017 at 10.00 am Finnish time and 15 June 2017 at 6.25 pm Finnish time. Subscription Rights may be sold or purchased by giving a sell or purchase assignment to one's own book-entry account operator or to any securities broker.
Approval of the subscriptions
The Board of Directors of the Company will approve all subscriptions pursuant to the Primary Subscription Right made in accordance with these terms and conditions of the Offering and applicable laws and regulations.
If all Offer Shares to be issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the Board of Directors of the Company will resolve to allocate such unsubscribed Offer Shares among the Subscribers having made a Secondary Subscription. In case of over-subscription by virtue of Secondary Subscription, the allocation among Subscribers will be determined per book-entry account in proportion to the number of Subscription Rights exercised by Subscribers in accordance with the Primary Subscription Right and, where this is not possible, by drawing of lots. If several subscription assignments are given concerning a certain book-entry account, these subscription assignments are combined as one subscription assignment concerning a certain book-entry account. Should the Subscriber not receive all Offer Shares subscribed for by virtue of the Secondary Subscription, the Subscription Price for the Offer Shares not received by the Subscriber will be repaid to the Subscriber no later than on or about 3 July 2017. No interest will be paid for the repayable funds.
If all Offer Shares to be issued in the Offering have not been subscribed after the Secondary Subscription, the Board of Directors of the Company may allocate such unsubscribed Offer Shares among the Subscribers having made a Primary Subscription as decided by the Board of Directors.
The Company's Board of Directors will decide on the approval of the subscriptions on or about 28 June 2017. The Company will publish the final result of the Offering in a stock exchange release on or about 28 June 2017.
Registration of the Offer Shares to the book-entry accounts
Each party submitting a subscription assignment shall have a book-entry account with a Finnish account operator or with an account operator operating in Finland. The book-entry account number shall be included in the subscription assignment. The identity number, book-entry account number and other personal data relevant for the subscription assignment may be passed also to other persons participating in the execution of the assignment or tasks relating to the Offering.
The Offer Shares subscribed for in the Offering by virtue of the Primary Subscription Right will be recorded on the Subscriber's book-entry account after the registration of the subscription as interim shares (ISIN Code FI4000261466) corresponding to the Offer Shares. The interim shares will be admitted to trading on or about 22 June 2017. The interim shares will be combined with the Existing Shares of the Company (ISIN Code FI0009007983) on or about 28 June 2017. The Offer Shares subscribed for and approved in the Secondary Subscription will be recorded on the Subscribers' book-entry accounts after the registration of Offer Shares in the Trade Register, on or about 28 June 2017.
Shareholder rights
The Offer Shares will entitle their holders to full dividend and other distribution of funds declared by the Company, if any, and to other shareholder rights in the Company when the Offer Shares have been registered in the Trade Register and in the Company's shareholder register, on or about 28 June 2017. For the financial year ended 31 December 2016, the Annual General Meeting of Shareholders of the Company held on 16 March 2017 decided on distribution of dividend of EUR 0.08 per share. The record date for the 2015 dividend distribution was 20 March 2017 and the dividend was paid on 29 March 2017. Thus, the Offer Shares subscribed for in the Offering do not entitle to the dividend for the financial year 2016 decided by the Annual General Meeting of Shareholders of the Company held on 16 March 2017.
Fees and expenses
No transfer tax or service charges are payable for the subscription of the Offer Shares. Custodians, account operators and brokers may charge a commission for trading in the Subscription Rights in accordance with their own price list. Each custodian and account operator will charge fees in accordance with its own price list for maintaining the book-entry account and for the custody of the shares.
Information
Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are available for review as of the start of the Subscription Period on the Company's website at www.digia.com/anti2017.
Applicable law and dispute resolution
The Offering and the Offer Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.
In case of any discrepancies between the original Finnish language version and the English language translation of these terms and conditions, the Finnish language version shall prevail.
Other issues
Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.