Telecomunicazioni
DNA announces the preliminary price range for its planned IPO
DNA OYJ PRESS RELEASE 14 NOVEMBER 2016, 4:00 pm EET
DNA is one of the leading telecommunication service providers in Finland. The Company has its own nationwide mobile communication network and the largest hybrid-fibre coaxial network, which enable the company to provide high quality voice, data and TV services to its customers. The Company's business is divided into consumer and business segments. DNA has over 3.8 million subscription customers in total and it employs approximately 1,700 telecommunications professional whose focus is in providing excellent customer experiences in accordance with DNA's strategy. DNA's strategic focus will be on achieving the most satisfied customers in the market by aiming to provide high quality, fairly priced and easy to use mobile services, mobile and fixed broadband services and TV and video services. The Company aims to leverage its competitive mobile infrastructure that will allow it to continue providing the fastest and the highest quality services in the market and consequently translate into high customer satisfaction and continued sales growth. DNA also intends to capitalise on significant upselling and cross-selling opportunities in the Consumer segment by leveraging its strong market positions and converged service offering, while the Company's multi-platform TV strategy allows a high quality TV and video offering across all devices. In the Corporate segment, DNA's strategy is to increase its market share and profitability by leveraging its state-of-the-art networks and high customer satisfaction in different product categories. The Company aims to continue cost and capital expenditure control and carry on operational efficiency initiatives to further enhance cash flow generation of the business.
The objective of the Offering is to position DNA for its next development phase. The initial public offering will enable DNA to obtain access to capital markets, expand its ownership base and increase the liquidity of the Shares. Additional visibility provided by the IPO is also expected to increase DNA's recognition among the public and as an employer, and thus enhance the Company's competitiveness.
In the IPO, preliminarily a maximum of 1,000,000 Offer Shares are offered to private individuals and entities in Finland and 39,981,143 Offer Shares to Finnish and international institutional investors, assuming that the Over-Allotment Option is not exercised. In the Personnel Offering, the Company offers for subscription a maximum of 50,000 New Shares and, in the event of an oversubscription, a maximum of 250,000 additional New Shares ("Personnel Shares") to all permanent or fixed-term employees of the Company or its wholly-owned subsidiaries in Finland and all agency employees who work at the Company or its wholly-owned subsidiaries in Finland during the subscription period, the members of the Board of Directors of the Company and the CEO of the Company ("Personnel").
With the Share Issue, the Company aims to raise gross proceeds of approximately EUR 50 million. The number of New Shares to be issued will be determined based on the Final Offer Price. The Company would issue 4,766,905 New Shares assuming that the Final Offer Price for the New Shares would be at the mid-point of the Preliminary Price Range and total of 50,000 New Shares would be subscribed in the Personnel Offering at a discount applicable to such New Shares. Preliminarily up to 35,950,000 Sale Shares are being offered for sale by existing shareholders of the Company. DNA expects to use net proceeds from the Share Issue to strengthen its capital structure and maintain financial flexibility to carry out disciplined growth investments and possible selective value creative M&A. Additionally, the proceeds will give DNA sufficient financial flexibility for a possible bid in the forthcoming 700 MHz spectrum auction.
The Offer Shares represent approximately 30.8 percent of the Company's shares (the "Shares") and votes after the Share Issue without the Over-Allotment Option (with the Over-Allotment Option approximately 35.4 percent) assuming that the Sellers sell the maximum amount of Sale Shares and that the New Shares issued by the Company equal, as stated above, 4,766,905 New Shares.
In the event the number of New Shares issued in the Share Issue is 4,766,905 as mentioned above, the number of shares outstanding after the offering would amount to 132,092,755 Shares, of which the Institutional Sellers together would hold 59.5 percent, assuming that the Sellers would sell the maximum amount of Sale Shares and the Over-Allotment Option is not exercised. If the Over-Allotment Option is exercised, the Institutional Sellers together would hold 54.9 percent. Furthermore, all Sellers will agree, subject to certain exceptions, not to divest their shares held at admission for a period of 360 days from the listing of the Company.
The preliminary price range for the Offer Shares in the Institutional Offering and Public Offering is a minimum of EUR 9.85 and a maximum of EUR 11.15 per Offer Share. The final price per Offer Share (the "Final Offer Price") will be communicated through a stock exchange release on or about 29 November 2016. The Final Offer Price may also be above or below the Preliminary Price Range provided, however, the Final Offer Price in the Public Offering shall not be higher than the maximum of the Preliminary Price Range, EUR 11.15 per Offer Share. The subscription price per share in the Personnel Offering is 10 percent lower than the Final Offer Price in the Public Offering.
The Institutional Sellers and Danske Bank A/S, Helsinki branch, in its capacity as stabilising manager (the "Stabilising Manager") may agree that the Institutional Sellers shall give the Stabilising Manager an over-allotment option exercisable within 30 days from the commencement of trading of the Shares on the Helsinki Stock Exchange (which is estimated to occur between November 30, 2016 and December 29, 2016), to purchase or to procure purchasers for a maximum of 6,064,100 additional shares solely to cover over-allotments (the "Over-Allotment Option"). The Shares included in the Over-Allotment Option represent approximately 4.6 percent of the shares and votes after the Share Issue, assuming that the Sellers sell the maximum amount of Sale Shares and that the Company issues 4,766,905 New Shares (the number of New Shares is calculated assuming that the Final Offer Price would be at the mid-point of the Preliminary Price Range and total of 50,000 New Shares would be subscribed in the Personnel Offering at a discount applicable to such New Shares).
Danske Bank A/S, Helsinki branch and Morgan Stanley & Co. International plc are acting as joint global coordinators in the IPO, and J.P. Morgan Securities plc, Nordea Bank Finland Plc and Skandinaviska Enskilda Banken Ab (publ), Helsinki branch are acting as joint bookrunners. Lazard & Co Ltd is the financial advisor to the Company. Castrén & Snellman Attorneys Ltd and Skadden, Arps, Slate, Meagher & Flom (UK) LLP are acting as legal advisers to the Company. Borenius Attorneys Ltd and Shearman & Sterling (London) LLP are acting as legal advisers to the joint global coordinators and joint bookrunners.
The Company has submitted a Finnish language prospectus ("Finnish Prospectus") for approval with the Finnish Financial Supervisory Authority, and it is expected to be approved today 14 November 2016. The information stated in this press release regarding the Offering are conditional upon the approval of the Finnish Prospectus by the Finnish Financial Supervisory Authority today 14 November 2016. The Finnish Prospectus and a Finnish language marketing brochure will be available in electronic format on the Company's website at www.dna.fi/listautumisanti no later than 15 November 2016 before the start of the subscription period. Printed versions of the Finnish Prospectus and marketing brochure are expected to be available no later than 17 November 2016 and can be obtained from the Company's headquarters (Läkkisepäntie 21, 00620 Helsinki), branch offices of Danske Bank and Nordea as well as at the Helsinki Stock Exchange (Fabianinkatu 14, 00100 Helsinki).
Further information on the IPO, including places of subscription, can be obtained from www.dna.fi/listautumisanti, www.danskebank.fi, www.nordea.fi and from the branch offices of Danske Bank and Nordea.
DNA announced on 26 October 2016 that the Company's Board of Director's conditional decision is to propose to the annual general meeting of the Company to be held in 2017 that a total dividend of approximately EUR 70 million is to be paid for the financial year 2016. Based on the prior decision, the Board of Directors has made a conditional decision that it will propose to the annual general meeting of the Company to be held in 2017 that a EUR 0.55 dividend per share shall be paid for the financial year 2016 assuming the Company's financial standing permits distributing dividends.
Jukka Leinonen, CEO, DNA Oyj, tel. +358 44 044 1000, jukka.leinonen@dna.fi
DNA Corporate Communications, tel. +358 44 044 8000, communications@dna.fi
The information contained herein does not constitute an offer to sell or the 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 jurisdiction.
This document is not an offer for sale nor a solicitation of an offer to buy any securities in the United States (including any of its states, its territories and possessions and the District of Columbia). These materials are not for distribution, directly or indirectly, in or into the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state of the United States. Consequently, the Securities may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States except in accordance with the registration requirements of the Securities Act or an exemption therefrom. No public offering of the Securities is being made in the United States.
This document is an announcement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC as amended (such Directive, together with any applicable implementing measures of the relevant Member State under such Directive, the "Prospectus Directive") and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. Investors should not subscribe for, or purchase, any securities referred to in this document except on the basis of the information in the prospectus, prepared pursuant to the Prospectus Directive, in connection with the proposed listing of ordinary shares in the share capital of the Company on Nasdaq Helsinki Ltd (the "Prospectus"), which will be approved by the Finnish Financial Supervisory Authority and published in due course.
A prospectus prepared pursuant to the Prospectus Directive and the Finnish Securities Markets Act (746/2012, as amended) on the public offering of securities and the admission of securities to trading on a regulated market (the "Prospectus Law") will be approved by the Finnish Financial Supervisory Authority and published which, when published, will be made available in accordance with the requirements of the Prospectus Directive and the Prospectus Law in Finland and can be obtained from the Company and other placed indicated in the Prospectus.
The securities referred to herein are not and will not be publicly offered, sold or registered, in any jurisdiction other than Finland. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State other than Finland is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.
The joint global coordinators and the joint bookrunners are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the joint global coordinators or joint bookrunners.
This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on the Helsinki Stock Exchange will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the offering for the entity concerned.
Each of the joint global coordinators and joint bookrunners and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the final prospectus, once published, to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the joint global coordinators and joint bookrunners and any of their affiliates acting as investors for their own accounts. In addition, certain of the joint global coordinators or joint bookrunners or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the joint global coordinators or joint bookrunners intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of the joint global coordinators or joint bookrunners or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, truth, accuracy, completeness or verification of the information or the opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and no liability is accepted for any such information, omissions or opinions. Each of the joint global coordinators and joint bookrunners or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person disclaim any and all responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.
Lazard, which is authorised and regulated by FCA, is acting exclusively for the Company and no one else in connection with the potential offering and will not regard any other person as its client in relation to the potential offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the proposed offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of 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)(a) to (d) 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.
Shares in the Company have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or to, or for the account or benefit of, citizens or residents of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
Certain statements in this press release are not historical facts and are "forward looking" within the meaning of Section 27A of the U.S. Securities Act and 2(1)(e) of the U.S. Securities Exchange Act of 1934. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and other information that is not historical information, such as potential dividend payments, price range of the Offering and stabilisation of the contemplated IPO and listing. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward looking statements. Any forward looking statements contained herein speak only as at the date of this document. Save as required by law, the Company, the joint global coordinators or the joint bookrunners do not intend and do not assume any obligation, to update any forward looking statement contained herein.
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