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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
- The Company will offer for subscription at most 2,100,000 of the Company’s new series B shares (“Offered Shares”)
- The Offered Shares will be offered for subscription for private individuals and institutions in Finland (“Public Offering”) and institutional investors in Finland and internationally (“Institutional Offering”).
- The subscription price (“Subscription Price”) of the Offered Shares is EUR 6.75 per share.
- 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, unless the subscription period is extended.
- 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.
- 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.
- If the share issue is oversubscribed, the Company can take into account the status of the party giving the subscription commitment as a client of the Company and allocate Offered Shares for such investors in deviation from the mutual ratio of subscription commitments given by all investors.
- The Company’s personnel and their immediate circle may subscribe for Offered Shares during the first day of the subscription period, i.e. November 16, 2015.
- In the IPO the Company will collect EUR 14,175,000 in total before costs, if the Offered Shares are subscribed in full. Evli’s current shareholders will not sell their shares in the IPO.
- The Company has two share series. A series A share confers twenty (20) votes and a series B share confers one (1) vote at the General Meeting. Before the IPO the Company has 16,971,136 series A shares and 4,242,784 series B shares. The share series have identical entitlements to dividends and other profit sharing. The Company will apply for its series B shares to be traded on the main list of the Helsinki Stock Exchange.
- The Public Offering will initially offer a maximum of 300,000 Offered Shares for subscription by private individuals and institutions in Finland. A Public Offering subscription commitment must apply to at least 100 and at most 7,499 Offered Shares.
- The Institutional Offering will initially offer a maximum of 1,800,000 Offered Shares for institutional investors in Finland and internationally. Investors whose subscription offer covers at least 7,500 Offered Shares can participate in the Institutional Offering.
- The maximum number of Offered Shares corresponds to about 9.9 percent of the Company’s existing shares and about 0.6 percent of the votes that they confer before the IPO, and to about 9.0 percent of all of the Company’s shares and about 0.6 percent of the votes that they confer after the IPO, provided that the IPO is subscribed in full.
- Trading of the Company’s shares on the official list of the Helsinki Stock Exchange is expected to start around December 2, 2015 with the ticker symbol “EVLI”.
- The lead manager of the IPO is Alexander Corporate Finance Oy (“Lead Manager”) and the place of subscription is Evli Bank Plc.
- The prospectus on the IPO that contains all the terms and conditions of the IPO will be published today on November 13, 2015 on the Company’s website (www.evli.com/ipo) and on Alexander Corporate Finance Oy’s website (www.alexander.fi)
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:
- Evli Bank Plc’s internet service at the address www.evli.com/ipo. Subscriptions can be made using the internet service with Evli Bank’s, Danske Bank’s, S-Bank’s, Nordea Bank’s, Pohjola Bank’s and Ålandsbanken’s online banking codes. The subscription must be paid for when making the subscription and the subscriber must ensure that the subscription payment does not exceed any daily limit for the transfer of assets from his/her own bank account. The subscription may not be made using the internet service if the payment is not made at the same time.
- Evli Bank Plc’s office at the address Aleksanterinkatu 19 A, 00100, Helsinki, on weekdays from 9.00 am until 4.00 pm. The subscriber must provide proof of identity when making the subscription. A person making a subscription for an institution must also indicate that they have the authority to make the subscription. The subscription payment must be made according to the instructions given on the subscription form to Evli Bank Plc’s bank account.
- Evli Bank Plc’s subscription location where a subscription can be submitted by fax or e-mail. More detailed instructions for carrying out the subscription by e-mail or fax and paying for the subscription must be requested in advance from Evli Bank Plc’s subscription location by telephone at +358 9 4766 9575.
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 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. It is necessary to read the terms and conditions with the prospectus in order to gain a comprehensive image of the Company.
- Online version of prospectus estimated to be available November 13, 2015
- Printed version of prospectus estimated to be available November 16, 2015
- Subscription period of the Public Offering will begin November 16, 2015
- Subscription period of the Institutional Offering will begin November 16, 2015
- Subscription period of the Public Offering is estimated to end November 25, 2015 12.00 noon
- Subscription period of the Institutional Offering is estimated to end November 25, 2015 4.30 pm
- Result of the IPO is estimated on November 26, 2015
- Payment of the shares subscribed in the Institutional Offering estimated by the latest on November 30, 2015
- Entry of shares in book-entry accounts is estimated on December 1, 2015
- Trading of shares on the official list of the Helsinki Stock Exchange is estimated to begin on December 2, 2015
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 (0)50 553 3000
Henrik Andersin, Chairman of the Board, Evli Bank Plc, tel +358 9 4766 9200 or +358 (0)400 406 391
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.