ASIAKASTIETO GROUP PLC STOCK EXCHANGE RELEASE 16 APRIL 2015, 10.00 a.m. EET
Not for publication or distribution, directly or indirectly, in or into
Australia, Canada, the Hong Kong special administrative region of the People's
Republic of China, Japan, New Zealand, South Africa, Singapore or the United
States, or any other jurisdiction in which the distribution or release would be
unlawful.
Shares subscribed for in Asiakastieto's personnel offering
Asiakastieto Group Plc's ("Asiakastieto" or the "Company") Board of Directors
has today approved all subscriptions made in the personnel offering that ended
on 25 March 2015 (the "Personnel Offering"). Asiakastieto announced on the
resolution to complete the Personnel Offering on 26 March 2015.
As a result of the Personnel Offering, the total number of shares in
Asiakastieto will increase to 15,102,178 shares. The shares will carry all
ordinary shareholder rights in Asiakastieto, including the right to receive
dividends and other distributions of funds, if any, as of the registration of
the shares with the Finnish Trade Register, on or about 17 April 2015.
Shares issued in the Personnel Offering are expected to be admitted to trading
on the official list of NASDAQ OMX Helsinki Ltd on or about 17 April 2015.
Further enquiries
Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, the Hong Kong special
administrative region of the People's Republic of China, Japan, New Zealand,
South Africa, Singapore or the United States. The issue, exercise or sale of
securities in the offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility in
the event of a violation by any person of such restrictions.
This is not a prospectus but an advertisement and investors should not subscribe
for or purchase any securities or make any investment decisions referred to
herein, except on the basis of information contained in the prospectus to be
issued by the Company. Subject to certain restrictions, the prospectus will be
published and made available on the Company's website.
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. The
securities will not be registered under the U.S. Securities Act of 1933, as
amended, and there will be no public offering of the securities in the United
States.
The Company has not authorised 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 for 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 announcement or any of its contents.
FCA/ICMA Stabilization
This document includes "forward-looking statements" that involve risks,
uncertainties and other factors, many of which are outside of the Company's
control and could cause actual results to differ materially from the results
discussed in the forward-looking statements. Forward-looking statements include
statements concerning the Company's dividend policy, financial targets, plans,
objectives, goals, future events, performance and/or other information that is
not historical information. The Company undertakes no obligation to publicly
update or revise forward-looking statements to reflect subsequent events or
circumstances after the date made, except as required by law.
Danske Bank A/S, Helsinki Branch, Pohjola Bank plc (the "Managers") and N M
Rothschild & Sons Limited ("Rothschild") are acting exclusively for the Company
and the selling shareholder and no one else in connection with the contemplated
IPO and will not be responsible to any other person for providing the
protections afforded to clients of the Managers or Rothschild or for providing
advice in relation to the IPO or any other transaction, matter or arrangement
referred to in this document.
In connection with the contemplated IPO, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase securities and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such securities and any other
securities of the Company or related investments in connection with the
contemplated IPO or otherwise. Accordingly, references to the securities being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Managers and any of their respective affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
None of the Managers, Rothschild nor any of their respective directors,
officers, employees, affiliates, advisers or agents accepts any responsibility,
duty or liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of the information
in this document (or whether any information has been omitted from the document)
or any other information relating to the Company, its shareholders, subsidiaries
or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this document or its contents or otherwise arising in
connection therewith.
[HUG#1911665]