EFECTE PLC -- COMPANY ANNOUNCEMENT -- 7 December 2017 at 10:30
The initial public offering of Efecte Plc has ended and the listing at the Nasdaq First North Finland marketplace will be completed as planned
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The IPO (as defined below) of Efecte Plc ("Efecte" or the "Company") has ended and the Board of Directors of the Company has today decided on the execution of the IPO.
Efecte will issue a total of 1,035,000 new shares in the Company (the "New Shares") (the "Share Issue"), in addition to which certain existing shareholders in the Company are offering 1,027,623 shares in the Company for sale (the "Sale Shares") (the "Share Sale") (the New Shares and the Sale Shares together the "Offer Shares" and the Share Issue and the Share Sale together the "IPO"). The New Shares to be issued in the Share Issue correspond to 18.7 percent of the Company's shares and votes immediately after the IPO. The Sale Shares correspond to approximately 18.6 percent of the Company's shares and votes immediately after the IPO. The subscription price of the Offer Shares was EUR 5.50 per share in the Institutional Offering (as defined below) and in the Public Offering (as defined below), and EUR 4.95 per share in the Personnel Offering (as defined below). The valuation of all of the Company's outstanding shares, based on the subscription price of the Institutional and Public Offering, is approximately EUR 30.4 million immediately following the IPO.
The Offer Shares will be allocated as follows: 540,000 Offer Shares will be allocated to private individuals and entities in Finland (the "Public Offering"), 1,485,015 Offer Shares will be allocated to institutional investors in Finland and abroad if the requirements of local regulations are met (the "Institutional Offering") and 37,608 Offer Shares will be allocated to the Company's personnel (the "Personnel Offering").
The IPO was 1.7 times oversubscribed. The Public Offering was 1.2 times oversubscribed, and the Institutional Offering 1.9 times oversubscribed. The shares available for institutional investors in the Institutional Offering remaining after minimum allocations agreed with the cornerstone investors, Kari Stadigh, Ilmarinen Mutual Pension Insurance Company, Aktia Asset Management Ltd and Aurator Asset Management Ltd were 2.8 times oversubscribed. The subscription commitments given in the Public Offering are accepted in full up to 100 Offer Shares and for approximately 82.0 percent of the subscription commitments exceeding this amount. The commitments given in the Personnel Offering are accepted in full.
Efecte will receive gross proceeds of approximately EUR 5.7 million from the IPO, and the shareholders selling Sale Shares will receive gross proceeds of approximately EUR 5.7 million assuming that all Sale Shares are sold. The total number of the Company's shares amounts to 5,524,101 shares after the IPO. The total number of shareholders will increase to over 700 shareholders after the IPO.
Recording the Offer Shares issued in the Public Offering and the Personnel Offering in the book-entry accounts of investors who have made an approved subscription commitment will be commenced on or about 7 December 2017. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 12 December 2017 through Euroclear Finland Ltd.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent by post on or about 7 December 2017 to all investors who have participated in the Public Offering and the Personnel Offering. Any excess payments made in connection with the subscription commitments will be refunded to the investors' bank accounts on or about 7 December 2017. 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.
Trading of the Company's shares is expected to commence at the First North Finland marketplace on or about 8 December 2017. The share trading code of the shares is "EFECTE" and the ISIN code FI4000282868.
Evli Bank Plc acts as the lead manager in the IPO. The Company's legal adviser is Castrén & Snellman Attorneys Ltd.
Sakari Suhonen, the CEO of Efecte Plc comments:
I'm extremely pleased on the reception our initial public offering received from institutional investors, as well as from private investors and employees. The initial public offering has been an extremely interesting journey as we are one the first SaaS companies to go public and as all investors were not previously familiar to our business model. The initial public offering gives us the possibility to accelerate and execute on our international growth strategy and through that create value to our shareholders. I would like to thank all of the new shareholders for participating in the initial public offering and welcome you to be part of our story.
Further enquiries:
Sakari Suhonen
CEO
Efecte Plc
sakari.suhonen@efecte.com
+358 50 384 3576
Hannu Nyman
CFO
Efecte Plc
hannu.nyman@efecte.com
+358 50 306 9913
Certified Adviser:
Evli Bank Plc, tel +358 9 4766 9926
Efecte Plc
Efecte is a Finnish software company that provides cloud-based service and identity management software solutions, as well as related consultancy services. They simplify and improve the efficiency of managing the services, IT systems and infrastructure in an organization. Measured by number of customers, Efecte is one of the leading software vendors in its field to large, medium-sized and public organizations in Finland and the Nordic countries. The Company was founded in 1998. In addition to Finland, it has operations in Sweden, Denmark, and Germany. Efecte employs around 90 professionals and had a turnover of 8.3 million euros in 2016.
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan.
This release does 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 and Evli Bank Plc assume no responsibility in the event there is a violation by any person of such restrictions.
This release contains forward-looking statements including statements concerning the company's strategy, financial position, profitability, result of operations and market data as well as other statements that are not historical facts. Statements which include the words "will", "estimate", "predict", "continue", "anticipate", "presume", "may", "plan", "seek", "become", "aim", "believe", "could" and other similar expressions or their negative forms indicate forward-looking statements, but forward-looking statements are not limited to these expressions. By nature, forward-looking statements involve risks, uncertainties and numerous factors that could result in the actual consequences or results of operations differing materially from projections. Readers should not place undue reliance on these forward-looking statements.
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 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 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 for the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus Directive" refers to Directive 2003/71/EC (as amended, including the 2010 PD Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it includes all relevant implementation measures in the Relevant Member State, and the expression "2010 PD Amending Directive" refers to Directive 2010/73/EC.
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.
