DNA Plc: The IPO of DNA Oyj has been oversubscribed and the final subscription price is EUR 10.10 per share

DNA OYJ STOCK EXCHANGE RELEASE 29 NOVEMBER 2016, 3.00 p.m. EET

 

 

 

DNA will issue 4,977,650 new shares in the Company (the "New Shares") (the "Share Issue"), corresponding to approximately 3.9 percent of the total number of the Company's shares outstanding before the Offering. In addition, Finda Oy and PHP Holding Oy (together the "Institutional Sellers") and certain other shareholders of the Company (together with the Institutional Sellers, the "Sellers") will sell 35,950,000 existing shares in the Company (the "Sale Shares", and together with the New Shares, the "Offer Shares") (the "Share Sale", and together with the Share Issue, the "Offering"). 

 

3,220,000 New Shares will be issued to private individuals and entities in Finland (the "Public Offering") and 43,500,207 Offer Shares will be allocated to institutional investors in Finland and internationally (the "Institutional Offering"), assuming full exercise of the Over-Allotment Option (as defined below). The Company and the Institutional Sellers accept commitments in the Public Offering in full for up to 100 New Shares and circa 50.7 percent of New Shares exceeding this amount. 

 

In addition, DNA will issue 271,543 New 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 (together the "Personnel") (the "Personnel Offering"). The subscription price per share in the Personnel Offering is 10 percent lower than the Final Offer Price in the Public Offering, i.e. EUR 9.09 per Offer Share. As a result of oversubscription, the Board of Directors of the Company has decided to increase the number of the New Shares to be offered in the Personnel Offering from the preliminary maximum of 50,000 to 271,543 New Shares mentioned above. The commitments given in the Personnel Offering will be accepted in full.

 

The Company will receive gross proceeds of approximately EUR 50 million from the Offering and the Sellers will receive gross proceeds of approximately EUR 424.3 million assuming full exercise of the Over-Allotment Option. The total number of the Company's shares will increase to 132,031,957 shares after the New Shares offered in the Public Offering and Institutional Offering are registered in the Trade Register on or about 30 November 2016 and to 132,303,500 shares when the New Shares offered in the Personnel Offering are registered in the Trade Register on or about 16 December 2016. The number of shareholders after the Offering will increase to more than 10,000 shareholders. 

 

Following completion of the Offering and prior to any potential exercise of the Over-Allotment Option, the Institutional Sellers will continue to own 78,539,180 shares, representing approximately 59.5 percent of the total number of the Company's shares immediately after the Offering and 59.4 percent after the New Shares offered in the Personnel Offering are registered in the Trade Register on or about 16 December 2016. If the Over-Allotment Option is exercised in full, the Institutional Sellers will own 72,475,080 shares, representing approximately 54.9 percent of the total number of the Company's shares immediately after the Offering and 54.8 percent after the New Shares offered in the Personnel Offering are registered in the Trade Register on or about 16 December 2016. 

 

Offer Shares issued in the Public Offering are expected to be recorded in the book-entry accounts of investors who have made an approved commitment on or about the first banking day after the pricing, i.e. on or about 30 November 2016. The Offer Shares in the Institutional Offering will be ready to be delivered against payment through Euroclear Finland Ltd on or about 2 December 2016. New Shares offered in the Personnel Offering are recorded in the book-entry accounts of investors who have given an approved commitment on or about 16 December 2016.

 

A confirmation letter regarding the approval of the commitments will be sent as soon as possible and on or about 12 December 2016 at the latest to all investors who have submitted their commitments in the Public Offering and the Personnel Offering. Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately five banking days after the pricing, i.e. on or about 7 December 2016. If the investor's bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.

 

The trading of DNA shares is expected to commence on the pre-list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") tomorrow, 30 November 2016 and on the official list on or about 2 December 2016. The shares will be admitted under the ISIN (FI4000062385) and symbol "DNA".

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 30 November 2016 and 29 December 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 Offering and 4.6 percent after the New Shares offered in the Personnel Offering are registered in the Trade Register on or about 16 December 2016.

 

Danske Bank may, within 30 days of the publication of the Final Offer Price, first on the pre-list and later on the official list of the Helsinki Stock Exchange, engage in measures that stabilise, maintain or otherwise affect the price of the shares. Any stabilisation measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. Danske Bank expects to enter into a share lending agreement with the Institutional Sellers related to the Over-Allotment Option and stabilisation.

 

On 25 October 2016, the extraordinary general meeting of the Company decided to elect Pertti Korhonen as a new member of DNA's Board of Directors. In addition, the Board of Directors decided to elect Pertti Korhonen as the chairman of the Board of Directors, such election being conditional upon the consummation of the Offering and the listing of the Company. Mr. Korhonen's term as the chairman of the Board of Directors will take effect on 1 December 2016.

 

Danske Bank A/S, Helsinki branch and Morgan Stanley & Co. International plc are acting as joint global coordinators in the Offering, 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 is correcting the following typos in the International Offering Circular and the US Offering Circular:

• A typo appears on page 11 in the "Comparable EBIT" figure in the "Reconciliation of Certain Alternative Performance Measures" table when it says 82,295 while the correct number should be 81,295. However, the same figure appears correctly in all other places.
• In the "History of Share Capital" table on p. 182 (page 184 in the US Offering Circular), the number of shares is once incorrect (127,235,850 vs the correct number of 127,325,850). It is correct above the table in the text as well as everywhere else in the Offering Circulars. 
• In the "Business" section on p.132 (page 134 in the US Offering Circular), the correct percentage for triple-play customers should be nine, but instead it is 11 (however, it is correct in the respective risk factor): "As at June 30, 2016, 62 percent of customers subscribing for DNA's services only subscribed for one service category, while 28 percent subscribed for two service categories, nine percent for three service categories and two percent for four service categories.

Jukka Leinonen, CEO, DNA Oyj, tel. +358 44 044 1000, [email protected]

DNA Corporate Communications, tel. +358 44 044 8000, [email protected]

 

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").

 

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") has been 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 places 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, 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 offering and will not regard any other person as its client in relation to the 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 stock exchange 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 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.