Telecomunicazioni
DNA announces its intention to launch an initial public offering and listing on Nasdaq Helsinki Ltd
DNA OY PRESS RELEASE 26 OCTOBER 2016, 8.00 am EET
The contemplated IPO is expected to consist of a secondary share sale by the largest shareholders of the Company, Finda Oy and PHP Holding Oy, as well as a number of smaller shareholders. In addition, the Company is considering a primary equity offering of approximately EUR 50 million in connection with the contemplated IPO, including a potential personnel offering. Shares are expected to be offered to private individuals and entities in Finland, permanent employees of DNA and institutional investors in Finland and internationally. The Company, certain members of its management and certain existing shareholders would be subject to customary lock-up arrangements in connection with the IPO. Danske Bank A/S, Helsinki branch and Morgan Stanley & Co. International Plc are acting as joint global coordinators in the contemplated IPO, and J.P. Morgan Securities plc, Nordea Bank Finland Plc and Skandinaviska Enskilda Banken Ab (publ), Helsinki branch 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 Board of Directors of the Company has adopted a dividend policy pursuant to which the Company targets a dividend payout ratio of approximately 70 to 90 percent of DNA's annual free cash flow to equity[1], while taking other factors such as DNA's capital structure, future revenue, profits, financial condition, general economic and business conditions and future prospects into consideration.
In addition, the Board of Directors of the Company has made a conditional decision that it will propose to the annual general meeting of the Company to be held in 2017 that a total dividend of approximately EUR 70 million is paid out for the financial year 2016, provided the Company's financial standing permits such distribution. A final decision on the dividend payment will be made at the annual general meeting.
DNA's has set the following mid-term financial targets:
DNA's net sales are expected to increase moderately and the operating result is expected to grow significantly in 2016 compared to 2015. The Group's financial position is expected to remain at a healthy level.
During the second quarter, net sales were expected to remain at a similar level and the operating result was expected to grow significantly in 2016 compared to 2015. The Group's financial position was expected to remain at a healthy level.
The statements set forth above include forward-looking statements and are not guarantees of DNA's financial performance in the future. DNA's actual results and financial position could differ materially from those expressed or implied by these forward-looking statements as a result of many factors.
[1] Free cash flow to equity (FCFE) is defined as comparable EBITDA less operative capital expenditure (total capital expenditure excluding the annual cash instalment for spectrum licenses), less change in net working capital including an adjustment between operative capital expenditure and cash-based capital expenditure in order to present FCFE on a cash basis, however excluding cash instalments for spectrum licenses and adjusted with the items affecting comparability, less change in provisions, net interest paid and income taxes paid
The Company's Extraordinary General Meeting held on 25 October 2016 elected Mr. Pertti Korhonen as a new member of the Board of Directors of DNA. The existing members of DNA's Board of Directors will continue as board members. In addition, the Board of Directors has decided, conditional upon consummation of the IPO and listing of the Company, to elect Mr. Pertti Korhonen as the Chairman of the Board of Directors, with such election taking effect on the day following the contemplated listing of the Company. Pertti Korhonen is independent of the Company and the Company's significant shareholders.
The Company's Extraordinary General Meeting held on 25 October made decisions required by the contemplated IPO and listing. The Company's Extraordinary General Meeting decided e.g. to change the Company's form from a private limited liability company to public limited liability company and decided on other changes to the Company's articles of association including changes required for the contemplated listing. The Company's Extraordinary General Meeting decided to increase the number of the Company's shares by way of a share split, in which new shares will be issued to the shareholders without payment in proportion to their holdings so that, for each share, shareholders will receive 14 new shares. After the share split, the total number of the Company's shares will be 127,325,850. In addition, the Extraordinary General Meeting authorized the Board of Directors to decide on a share issue and the granting of options and other special rights entitling to shares referred to in Chapter 10, section 1 of the Companies Act. A maximum of 7,500,000 new shares or treasury shares held by the Company can be issued under the authorization. The maximum number under the authorization corresponds to approximately 5.9% of the Company's shares after the proposed share split has been completed. The authorisation allows the Board of Directors to decide upon a directed issue including the right to derogate from the shareholders' pre-emptive subscription right and upon the granting of special rights provided that the requirements set forth by law are met. The Board of Directors can act on this authorization in connection with the share issue that is to be carried out in connection with the Company's contemplated IPO and listing as well as in connection with the implementation of incentive schemes and possible payment of share remuneration to the members of the Board of Directors.
[1] Audited.
[2] EBITDA is defined as operating result, EBIT before depreciation, amortization and impairments.
[3] Items affecting comparability defined as material items outside ordinary course of business, such as net gains or losses from business disposals, direct transaction costs related to business acquisitions, write-offs of non-current assets, costs for closure of business operations and restructurings, fines or other similar payments, damages as well as costs related to a one-time study on the Company's strategic alternatives to grow its shareholder base conducted in 2013 and costs related to the strategic assessment work of the Board of directors.
[4] Comparable EBITDA is defined as EBITDA excluding items affecting comparability.
[5] Comparable EBIT is defined as operating result, EBIT excluding items affecting comparability.
[6] Net debt defined as non-current borrowings and current borrowings less cash and cash equivalents).
[7] Operative capital expenditure is defined as total capital expenditure less annual cash instalments for spectrum license. Total capital expenditures being the additions to property, plant and equipment and intangible assets excluding business acquisitions, gross acquisition cost of spectrum license and additions through finance leases and asset retirement obligations and including annual cash instalments for the spectrum license.
[8] Operating free cash flow (OpFCF) is defined as comparable EBITDA less operative capital expenditure-
[9] Mobile ARPU, postpaid means the average revenue per user calculated by dividing the mobile postpaid handset net sales (including interconnection and roaming revenues, but excluding equipment sales) by the average number of subscribers for that period and further by the number of months in the period.
[10] Postpaid mobile churn rates represent postpaid mobile voice and data numbers only and are calculated by dividing the number of disconnections of mobile voice and data subscribers during the period by the average number of mobile voice and data sub-scribers in the same period. [The average number of mobile voice and data subscribers does not include postpaid mobile voice and data subscribers without an active contract.] DNA calculates "the average number of mobile voice and data subscribers in the period" as the average of (i) the total number of mobile voice and data subscribers at the beginning of the period and (ii) the total number of mobile voice and data subscribers at the end of the period.
[11] Includes mobile handset subscriptions, mobile broadband subscriptions, direct prepaid subscriptions and subscriptions through an MVNO using DNA's network.
Jukka Leinonen, CEO, DNA Oy, tel. +358 44 044 1000, jukka.leinonen@dna.fi
Timo Karppinen, CFO, DNA Oy, tel. +358 44 044 5007, timo.karppinen@dna.fi
DNA Corporate Communications, tel. +358 44 044 8000, viestinta@dna.fi
DNA will host a press event today, 26 October, at the Helsinki Stock Exchange (Fabianinkatu 14, Helsinki) at 10:00 a.m. EET.
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 our revenue growth, operating leverage and cost savings, investments, the contemplated IPO and listing, future cash flow generation, EBITDA margin, operating capital expenditure, net debt to EBITDA, net sales and operating results. 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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