Etteplan Oyj, Stock exchange release, Inside information, August 23, 2022 at
09:30 a.m. EEST
Etteplan is planning for a rights offering of approximately 110-125 million
euros
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
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UNLAWFUL.
Etteplan Oyj (the ”Company”) commences preparations for a rights offering of
approximately 110-125 million euros. The subscription period for the offering is
expected to commence during the last quarter of 2022. Evli Plc would act as the
lead manager of the rights offering.
The Company announced earlier today a cash offer to the shareholders of Semcon
AB (the “Offer”). The Company plans to use the funds raised in the rights
offering to repay a part of the funding of the Offer.
Etteplan Oyj's Board of Directors has decided to convene an Extraordinary
General Meeting to decide on granting the authorization related to the rights
offering. The notice to the Extraordinary General Meeting to be arranged on
October 19, 2022 will be published later today.
Ingman Group Oy Ab, the Company's largest shareholder with approximately 66 per
cent ownership, has committed to vote in the Extraordinary General Meeting in
favour of the proposal of the Board of Directors related to the rights offering.
Ingman Group Oy Ab has committed to provide a bridge financing of at least 110
million euros to the Company as a part of the financing of the Offer on terms
which are customary for financing of public offers and Ingman Group Oy Ab has
committed to participate in the planned rights offering at least with such
amount that the bridge financing can be repaid in full from the funds raised in
the rights offering by setting off the subscription price of the shares
subscribed by Ingman Group Oy Ab against the bridge financing.
Espoo, August 23, 2022
Etteplan Oyj
Board of Directors
Additional information
Juha Näkki, President and CEO, tel. +358 400 606 372
Outi Torniainen, SVP, Communications and Marketing, tel. +358 40 512 1375
DISTRIBUTION
Nasdaq Helsinki
Major media
www.etteplan.com
IMPORTANT NOTICE
This release is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The Company does
not intend to register any part of the share issue in the United States or to
conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose
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indirectly, in or Australia, Hong Kong, Japan, Canada, New Zealand, South Africa
or the United States. Any failure to comply with these restrictions may
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located in any locality, state, country or other jurisdiction where such
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release is only addressed to and is only directed to “qualified investors” in
that Member State or in the United Kingdom within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "Prospectus Regulation").
This release is only being distributed to and is only directed at: (i) persons
who are outside the United Kingdom; (ii) 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)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). Any securities mentioned herein are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this release or any of its
contents.
This release does not constitute a prospectus as defined in the Prospectus
Regulation and, as such, it does not constitute or form part of, and should not
be construed as, an offer to sell, or a solicitation or invitation of any offer
to buy, acquire or subscribe for, any securities or an inducement to enter into
investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. The Company or any of its respective affiliates, advisors or
representatives or any other person, shall have no liability whatsoever (in
negligence or otherwise) for any loss, however arising from any use of this
release or its contents or otherwise arising in connection with this release.
Each person must rely on their own examination and analysis of the Company, its
subsidiaries, its securities and the transactions, including the merits and
risks involved.
The lead manager is acting exclusively for the Company and no one else in
connection with the rights offering. It will not regard any other person as its
respective client in relation to the rights offering. The lead manager will not
be responsible to anyone other than the Company for providing the duties
afforded to their respective clients, nor for giving advice in relation to the
rights offering or any transaction or arrangement referred to herein.
This release includes forward-looking statements. These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words "aims," "anticipates," "assumes," "believes,"
"could," "estimates," "expects," "intends," "may," "plans," "should," "will,"
"would" and similar expressions as they relate to the Company and the
transaction identify certain of these forward-looking statements. Other forward
-looking statements can be identified in the context in which the statements are
made. These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They
are based on certain expectations, which, even though they seem to be reasonable
at present, may turn out to be incorrect. Such forward-looking statements are
based on assumptions and are subject to various risks and uncertainties. Readers
should not rely on these forward-looking statements. Numerous factors may cause
the actual results of operations or financial condition of the Company to differ
materially from those expressed or implied in the forward-looking statements.
The Company or any of its affiliates, advisors, representatives or any other
person undertakes no obligation to review, confirm or to publicly release any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise following the date of this release.