EVLI BANK PLC STOCK EXCHANGE RELEASE NOVEMBER 25, 2015, AT 9.30 AM
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA, OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLISHING WOULD BE UNLAWFUL.
Evli Bank will carry out the initial public offering: the share issue was oversubscribed 5.1 times
Evli Bank Plc’s ("Evli" or "Company") initial public offering (“IPO”) has ended successfully. The Company’s Board of Directors discontinued the subscription on November 23, 2015 at 4.00 PM, in accordance with the terms and conditions of the IPO.
Preliminarily a maximum of 1,800,000 of the Company’s new B series shares were offered in the IPO to institutional investors in Finland and certain other countries (“Institutional Offering”) and a maximum of 300,000 Offered Shares to private individuals and institutions in Finland (“Public Offering”) (offered shares together “Offered Shares”).
A total of 10,712,838 Offered Shares were subscribed in the entire IPO and therefore the IPO was oversubscribed 5.1 times. A total of 8,297,311 Shares were subscribed for in the Institutional Offering, which was oversubscribed 4.6 times. A total of 2,415,527Shares were subscribed for in the Public Offering, which was oversubscribed 8.1 times.
In order to even out the division of the oversubscription between the Institutional and Public Offering, the Company’s Board of Directors decided to allocate 100,000 Offered Shares from the Institutional Offering to the Public Offering. Following from this, the Public Offering will increase to 400,000 Offered Shares and, correspondingly, the Institutional Offering decreases to 1,700,000 Offered Shares. With these updated figures the Public Offering was oversubscribed 6.0 times and the Institutional Offering 4.9 times. As a result of the IPO, the Company will receive over 2,500 new shareholders.
The Company's Board of Directors decided on November 25, 2015 on the issuance of the Offered Shares and on the acceptance of subscriptions and payments made by investors in accordance with the terms and conditions of the IPO and the allocation proposal.
The Board of Directors approved subscription commitments given in the IPO fully up to 100 Offered Shares per investor and cut the subscriptions above this amount due to the oversubscription. For the portion exceeding this, the Board of Directors distributed Offered Shares in the mutual ratio of the amounts of the unfulfilled subscription commitments. However, the Board of Directors took into account, in accordance with the terms and conditions of the IPO, the status of the party giving the subscription commitment as a client of the Company and allocated more Offered Shares for such investors in relation to their subscription commitments than to other investors participating in the IPO.
A confirmation of the accepted subscriptions will be sent on or about November 25, 2015 to investors who have given a subscription commitment.
"We are very pleased with the result of the IPO. The new capital will enable the implementation of our growth strategy and expansion of our operations. We strived to balance the high oversubscription by modifying the distribution of Offered Shares between the Public and Institutional Offering, in order to give all new owners as fair and reasonable allocation as possible. I would like to thank all the participants for taking part in the IPO and for their confidence shown towards Evli. Welcome as a shareholder in Evli Bank”, CEO Maunu Lehtimäki comments.
The subscription price of the Offered Shares was EUR 6.75 per share. In the IPO, the Company will collect approximately EUR 14.2 million in total before costs and the number of the Company’s shares will increase to 23,313,920 shares, which are divided into 16,971,136 series A shares and 6,342,784 series B shares. The 2,100,000 new Offered Shares correspond to about 9.0 per cent of all of the Company’s shares and about 0.6 per cent of the votes after the IPO.
Any excess payments made in connection with the purchase commitments will be refunded to investors on or about December 1, 2015. No interest is paid on the excess payment.
It is estimated that the accepted shares subscribed and paid for in the IPO will be entered in the Trade Register and on the investors’ book-entry accounts on or about December 1, 2015.
Trading of the Company’s shares on the official list of the Helsinki Stock Exchange is expected to commence on or about December 2, 2015 with the ticker symbol “EVLI” and ISIN code FI4000170915.
Alexander Corporate Finance Oy acted as the lead manager for the IPO, while Borenius Attorneys Ltd acted as the legal advisor to the Company.
Evli Bank Plc
Board of Directors
For additional information, please contact:
Maunu Lehtimäki, CEO, Evli Bank Plc, tel. +358 9 4766 9304 or +358 50 553 3000
Henrik Andersin, Chairman of the Board, Evli Bank Plc, tel. +358 9 4766 9200 or +358 400 406 391
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.