NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA, OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLISHING WOULD BE UNLAWFUL.
Evli Bank Plc (“Evli” or the “the Company”) commences its initial public offering (“IPO”) on November 16, 2015 and publishes its prospectus and subscription price, and provides more information on the IPO. The Company announced its plans to become listed on the official list of the NASDAQ OMX Helsinki (“Helsinki Stock Exchange”) on November 9, 2015.
IPO in brief
Background for IPO
The purpose of the IPO is to strengthen the Company’s capital base, and promote growth and the expansion of operations in line with the Company’s strategy. The aim of the IPO is also to increase the number of the Company’s shareholders and the general public’s interest in the Company, to improve awareness of the Company, to enable the Company to gain entry to the capital markets and to increase the liquidity of the Company’s shares. The IPO will also make it possible for shares to be used more efficiently to reward the Company’s personnel and key employees, and as a form of payment in any M&A transactions.
Information on the IPO
The subscription period of the Institutional Offering will begin on November 16, 2015 at 9.00 am and end no later than November 25, 2015 at 4.30 pm. The subscription period of the Public Offering will begin on November 16, 2015 at 9.00 am and end no later than November 25, 2015 at 12.00 noon.
The Company’s members of the Board of Directors, and the personnel and their immediate circle may only subscribe for the IPO on November 16, 2015.
If the share issue is oversubscribed, the Company is entitled to suspend the Institutional and Public Offering at the earliest on November 23, 2015 at 4.00 pm. The Institutional and Public Offerings can be suspended separately. If the Institutional and/or Public Offering is suspended a stock exchange release will be published on the matter.
The Company will submit its listing application to the Helsinki Stock Exchange to admit the Company’s series B shares for trading on the official list of the Helsinki Stock Exchange. Trading is expected to start on the official list of the Helsinki Stock Exchange around December 2, 2015. The ticker symbol for the Company’s series B shares is “EVLI” and the ISIN code is FI4000170915. The Company will not apply for its series A shares to be traded on the Helsinki Stock Exchange.
The Lead Manager of the IPO is Alexander Corporate Finance Oy and the place of subscription is Evli Bank Plc.
The IPO’s places of subscription are:
In the Institutional Issue, Evli will receive institutional investors’ subscription offers.
The subscription price (“Subscription Price”) of each share in the Public Offering and Institutional Offering is EUR 6.75.
When determining the subscription price, the net asset value per share, the prevailing market conditions, the valuation ratios of other companies in the sector and the Company’s earnings expectations were taken into account among other things.
The Institutional Offering will initially offer a maximum of 1,800,000 Offered Shares for institutional investors in Finland and certain other countries. The Public Offering will initially offer a maximum of 300,000 Offered Shares for subscription by private individuals and institutions in Finland. The number of Offered Shares can be higher or lower than the number stated here. The Offered Shares can be transferred between the Institutional and Public Offering depending, among other things, on the distribution of demand for the Offered Shares between the Institutional and Public Offering. However, in the Public Offering the minimum number of Offered Shares is at least 10 percent of the Offered Shares in the IPO or, if fewer subscription commitments than this are given, of the full number of subscription commitments. A Public Offering subscription commitment must apply to at least 100 and at most 7,499 Offered Shares. The subscription commitments given by the same investor at one or more places of subscription are combined to make one subscription commitment to which the above-mentioned maximum amount is applied.
The Financial Supervisory Authority approved the Company’s prospectus on November 13, 2015. It is estimated that the prospectus (in Finnish only) and marketing brochure will be available online on Evli’s website (www.evli.com/ipo) and on Alexander Corporate Finance Oy’s website (www.alexander.fi) on November 13, 2015. It is estimated that a printed version of the prospectus will be available on November 16, 2015 at Evli’s head office (Aleksanterinkatu 19 A, 00100 Helsinki) and the Helsinki Stock Exchange (Fabianinkatu 14, 00100 Helsinki).
The terms and conditions of the IPO are attached. It is necessary to read the attached information with the prospectus in order to gain a comprehensive image of the Company.
Evli will organize a public event for the general public, analysts and representatives of the media on Wednesday November 18, 2015 at 5.30-7.00 pm at Helsingin Pörssitalo (Stock Exchange Building, Fabianinkatu 14, Helsinki). The event is in Finnish.
Alexander Corporate Finance Oy is the Lead Manager of the IPO and Evli Bank Plc is the place of subscription. Attorneys at law Borenius Ltd is the Company’s legal advisor.
Evli Bank Plc
Board of Directors
For additional information, please contact:
Maunu Lehtimäki, CEO, Evli Bank Plc, tel. +358 9 4766 9304 or +358 50 553 3000
Henrik Andersin, Chairman of the Board, Evli Bank Plc, tel +358 9 4766 9200 or +358 400 406 391
Evli in brief
Evli is a private bank that specializes in investment and helps private persons and institutions increase their wealth. The Company offers asset management services, various services related to the capital markets including brokerage of equity and other investment products, market making and investment research, and Corporate Finance services. www.evli.com
The information contained in this release is not intended for publication or distribution, directly or indirectly, in the USA, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. This written material does not constitute an offer for the sale of securities in the USA, nor may the securities be offered or sold in the USA unless they have been registered according to the United States Securities Act of 1933 (as amended) and the rules and regulations issued pursuant to it, or unless there is an exemption to the obligation to register. The Company does not intend to register any portion of the IPO of securities in the USA or conduct an offer of securities to the public in the USA.
Specific judicial or legislative restrictions have been placed on the issue, use and/or sale of securities in certain countries. The Company and Alexander Corporate Finance Oy are not liable if such restrictions are violated.
This release shall not be interpreted as an offer to sell or an invitation to make an offer to purchase the securities mentioned herein, nor will securities be sold in areas in which the offering, acquisition or sale of the securities in question would be unlawful before their registry or exemption regarding the obligation to register, or the gaining of other approval according to the securities legislation for the areas in question. Investors should not accept an offer regarding securities or acquire the securities that this document refers to unless they do so based on the information contained in the applicable prospectus published or distributed by the Company.
The Company has not authorized an offer of securities to the public in any member state of the European Economic Area other than Finland. With the exception of Finland, no measures have been or will be made to conduct an offer of securities to the public in any member state of the European Economic Area that has implemented the Prospectus Directive (each “Relevant Member State”) in such a way that would require the publication of a prospectus in the Relevant Member State. As a consequence, securities can only be offered in the Relevant Member States to (a) legal entities considered to be a qualified investor as defined in the Prospectus Directive or (b) any other situation according to Article 3(2) of the Prospectus Directive. In this paragraph the expression “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms and conditions of the offer and the securities to be offered, so as to enable an investor to decide to use, purchase or subscribe to these securities, as the expression may vary as a consequence of the implementation measures carried out in the member states. The expression “Prospectus Directive” refers to Directive 2003/71/EC (with amendments including the 2010 Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it contains all the relevant implementation measures in the Relevant Member State, and the expression “2010 Amendment Directive” means Directive 2010/73/EU.
The information presented here is only directed at (i) persons outside the United Kingdom or (ii) persons with professional experience in matters relating to investments as referred to in article 19(5) of the United Kingdom’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“the Order”) and (iii) high net worth entities falling within Article 49(2) of the Order, or other persons to whom the document may lawfully be communicated (all the above-mentioned persons together being referred to as “Relevant Persons”). The investment activities related to this release are only available to the Relevant Persons and are only undertaken with the Relevant Persons. Any person who is not a Relevant Person should not act on the basis of this document or rely on its contents.
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