Asiakastieto Group Oyj: Full exercise of over-allotment option and stabilisation in shares of Asiakastieto
ASIAKASTIETO GROUP PLC STOCK EXCHANGE RELEASE 24 APRIL 2015, 6.30 p.m. EET
Not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa, Singapore or the United States, or any other jurisdiction in which the distribution or release would be unlawful.
Full exercise of over-allotment option and stabilisation in shares of Asiakastieto
Danske Bank A/S, Helsinki Branch (“Danske Bank”), the sole bookrunner in the share sale and personnel offering of Asiakastieto Group Plc (“Asiakastieto”), has today decided on behalf of the Managers to fully exercise the over-allotment option granted to the Managers, Danske Bank and Pohjola Bank plc, by AKT Holdings S.à r.l. (“AKT Holdings”). Danske Bank purchases 1,725,000 shares in Asiakastieto from AKT Holdings and redelivers simultaneously to AKT Holdings the shares borrowed by Danske Bank according to the Share Lending Agreement related to the share sale.
AKT Holdings has sold in the share sale a total of 13,225,000 shares in Asiakastieto, including the shares sold by exercise of the over-allotment option. The ownership of AKT Holdings in Asiakastieto after exercising the over-allotment option will be 1,775,000 shares, representing approximately 11.8 per cent of all outstanding shares in Asiakastieto.
Danske Bank has carried out stabilisation measures in shares of Asiakastieto. Stabilisation was carried out on 9 April 2015 when 182 shares were purchased at 14.75 euro per share.
The stabilisation period has been terminated today and no further stabilisation measures will be carried out.
Asiakastieto Group plc
Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111
Asiakastieto is a leading Finnish provider of business and consumer information services. The Company’s products and services are primarily used for risk management, decision-making and sales and marketing purposes. The Company believes that it is the market leader by revenue in credit information services in Finland. The Company also operates in the market for business and consumer information, as well as the market for sales and marketing information services in Finland. The Company has approximately 13,000 contract customers and its largest customers include financial institutions, insurance companies, telecommunication operators and wholesale and retail companies. In 2014, the Company’s net sales totaled EUR 41.4 million with an adjusted EBIT of EUR 18.6 million, or 45.0 per cent of net sales. At the end of 2014, the Company employed 148 people.
For more information about Asiakastieto, please visit www.asiakastieto.fi.
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa, Singapore or the United States. The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event of a violation by any person of such restrictions.
This is not a prospectus but an advertisement and investors should not subscribe for or purchase any securities or make any investment decisions referred to herein, except on the basis of information contained in the prospectus issued by the Company. Subject to certain restrictions, the prospectus is available on the Company’s website.
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 prospectus published by the Company.
These written materials do not constitute an offer for sale of securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The securities will not be registered under the U.S. Securities Act of 1933, as amended, and there will be no public offering of the securities in the United States.
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 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, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, 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 document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This document includes “forward-looking statements” that involve risks, uncertainties and other factors, many of which are outside of the Company’s control and could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements concerning the Company’s dividend policy, financial targets, plans, objectives, goals, future events, performance and/or other information that is not historical information. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, except as required by law.
Danske Bank A/S, Helsinki Branch, Pohjola Bank plc (the “Managers”) and N M Rothschild & Sons Limited (“Rothschild”) are acting exclusively for the Company and the selling shareholder and no one else in connection with the IPO and will not be responsible to any other person for providing the protections afforded to clients of the Managers or Rothschild or for providing advice in relation to the IPO or any other transaction, matter or arrangement referred to in this document.
In connection with the IPO, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, Rothschild nor any of their respective directors, officers, employees, affiliates, advisers or agents accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its shareholders, subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.