The Offering consists of (i) a public offering to private individuals and entities in Finland (the “Public Offering”), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the “Institutional Offering”) and (iii) a personnel offering to the Company’s Personnel (the “Personnel Offering”). The Offer Shares represent a maximum of approximately 15.2 per cent of all the Company’s shares (the “Shares”) after the Share Issue without the Over-Allotment Option (approximately 17.5 per cent assuming that the Over-Allotment Option is exercised in full), and that the Sellers will not sell any Sale Shares and that the Company issues 4,500,000 New Shares. The Offer Shares represent a maximum of approximately 26.0 per cent of all the Shares in the Company after the Offering without the Over-Allotment Option (approximately 29.9 per cent assuming, that the Over-Allotment Option is exercised in full), and assuming that the Sellers sell the maximum amount of Sale Shares, that all initially offered New Shares in the Share Issue are subscribed for.
Offer Shares will be offered in the Institutional Offering outside the United States in offshore transactions in compliance with Regulation S under U.S. Securities Act of 1933, as amended (the “US Securities Act”) and otherwise in compliance with said regulation. The Shares (including the Offer Shares) have not been registered, and they will not be registered under the US Securities Act or under the securities laws of any state of the United States and, accordingly, will not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S of the US Securities Act).
The sole global coordinator and bookrunner for the Offering is Danske Bank A/S, Finland Branch (“Danske Bank” or the “Sole Global Coordinator”). Carnegie Investment Bank AB, Finland Branch (“Carnegie”), is the manager of the Offering (the “Manager” and together with the Danske Bank the “Managers”). The places of subscription in the Public Offering are Danske Bank, OmaSp and Nordnet Bank AB Finnish Branch (“Nordnet”), in the Institutional Offering are Danske Bank and Carnegie, and in the Personnel Offering are Danske Bank and Oma Sp.
The terms and conditions of the Offering are comprised of the general terms and conditions of the Offerin as well as the special terms and conditions of the Public Offering, Institutional Offering and Personnel Offering.
- The subscription period for the Public Offering will commence on 19 November 2018 at 10:00 (Finnish time) and end on 27 November 2018 at 16:00 (Finnish time).
- The subscription period for the Institutional Offering will commence on 19 November 2018 at 10:00 (Finnish time) and end on 29 November 2018 at 12:00 (Finnish time).
- The subscription period for the Personnel Offering will commence on 19 November 2018 at 10:00 (Finnish time) and end on 27 November 2018 at 16:00 (Finnish time).
The preliminary subscription price for subscription and purchase of the Offer Shares in the Institutional Offering and Public Offering is a minimum of EUR 7.00 and a maximum of EUR 8.20 per Offer Share (the “Preliminary Price Range”). The Preliminary Price Range may be changed during the subscription period, which would be communicated through a stock exchange release. If, as a result of the change, the upper limit of the Preliminary Price Range increases or the lower limit decreases, the Offering Circular will be supplemented and the supplement will be published through a stock exchange release. The Final Subscription Price may be above or below the Preliminary Price Range.
The Final Subscription Price (the “Final Subscription Price”) will be determined in negotiations between the Company, the Main Seller and the Managers based on the subscription offers of institutional investors in the Institutional Offering (the “Subscription Offer”) after the expiry of the subscription period, on or about 29 November 2018 (the “Pricing”). However, the Final Subscription Price in the Public Offering cannot be higher than the maximum price of the Preliminary Price Range, i.e. EUR 8.20 per Offer Share. The subscription price per share in the Personnel Offering is 10 per cent lower than the Final Subscription Price in the Public Offering, i.e. the Final Subscription Price in the Personnel Offering (as defined below) will be no more than EUR 7.38 per Personnel Share. The amount of the Final Subscription Price can differ in the Public Offering and Institutional Offering only in the case that the Final Subscription Price in the Institutional Offering is higher than the maximum price of the Preliminary Price Range. The Final Subscription Price and the Final Subscription Price in the Personnel Offering will be published through a stock exchange release immediately after the Pricing and will be available on the Company’s website at www.omasp.fi/investors under the Offering page following the publication of the stock exchange release and in the subscription places of the Public Offering and the Personnel Offering no later than the business day following the Pricing, i.e. on or about 30 November 2018.
Places of Subscription and Submission of Commitments
The places of subscription in the Public Offering for customers with a book-entry account in Danske Bank are:
- Danske Bank’s eBanking service with bank codes for private customers at www.danskebank.fi
- Danske Bank’s corporate eBanking services in the Markets Online module for Business Online customers
- Danske Bank’s Investment Center with Danske Bank’s bank codes by phone, 9:00 to 20:00 Monday to Friday and 10:00 to 16:00 on Saturday (Finnish time), tel. +358 200 2000 (local network charge/mobile call charge). Calls to the Danske Bank Investment Center are recorded
- Danske Bank’s offices in Finland during normal business hours; and
- Danske Bank’s Private Banking offices in Finland (for Danske Bank’s Private Banking customers only).
- Making a Commitment by phone using Danske Bank’s Investment Center or Danske Bank’s eBanking service requires a valid eBanking agreement with Danske Bank.
The places of subscription in the Public Offering for customers book-entry account in OmaSp are:
- All OmaSp’s branches during normal business hours. Information on the branches of OmaSp is available online at www.omasp.fi/fi/konttorisi-yhteystiedot. Information on the branches and additional information are also available on OmaSp’s customer service from Monday to Friday at 8:00 – 20:00 and on Saturday at 10:00 – 14:00, tel. +358 20 764 0600.
The other places of subscription in the Public Offering are:
- Nordnet's internet service at www.nordnet.fi/omasp. The subscription can be made through internet service with the bank identifiers of Nordnet, Aktia, Danske Bank, Handelsbanken, Nordea, Oma Säästöpankki, Osuuspankki, POP Bank, S-Bank, Savings Bank as well as Ålandsbanken
- When separately agreed, the subscription commitment in the Public Offering can be made at Nordnet Bank Ab Finland branch's office at Yliopistonkatu 5, 00100 Helsinki, on weekdays from 9:30 to 16:30.
- Danske Bank’s e-subscription for private customers at www.danskebank.fi. A Subscription can me made through the online service with the bank identifiers of Aktia, Danske Bank, Savings Bank, S-Bank, Nordea, Oma Savings Bank, and Ålandsbanken; and
- Danske Bank’s branches in Finland (excluding corporate branches) during normal business hours. Information on the offices offering subscription services is available by phone using Danske Bank's Investment Center, 9:00 to 18:00 Monday to Friday and 10:00 to 16:00 Saturday (Finnish time), tel. +358 200 20109 (local network charge/mobile call charge), by e-mail at the address email@example.com or online at www.danskebank.fi. Calls to the Danske Bank Investment Center are recorded.
The Offer Shares covered by a Commitment must be paid using an account in the name of the investor making the Commitment. Corporations may not submit Commitments via Danske Bank’s eBanking service or web subscription.
The subscription commitment can also be made on behalf of a corporation through the online service of Nordnet. Estates of a deceased person or persons under guardianship cannot submit their subscription commitment through Nordnet’s online service, and must instead submit their subscription commitment at the office of Nordnet.
Commitments by or on behalf of persons under the age of 18, or otherwise under guardianship, must be made by their legal guardians and may require the consent of the local guardianship authority in Finland. A guardian may not subscribe for Shares without the permission of the local guardianship authority, as the Shares are not subject to trading on a regulated market at the time of the Commitment.
Reasons for the Offering and Listing
The objective of the Offering and the contemplated Listing is to improve Comapny's ability to continue to successfully implement its growth strategy and to improve its financial and strategic flexibility by providing the Company access to equity capital markets. The Offering will also allow th Company to broaden its ownership base and thus increase the liquidity of the Company’s shares as well as provide new shareholders with the opportunity to participate in the Company's development. In addition, the contemplated Listing would enable th Company to use its shares as consideration in potential acquisitions and employee incentive schemes. The purpose of the Listing is also to increase the recognition and brand visibility of OmaSp among customers, employees and investors and thus enhance OmaSp’s competitiveness.
Use of proceeds
The Company aims to raise gross proceeds of approximately EUR 34.1 million (calculated by using the mid-point of the Preliminary Price Range and assuming that all New Shares will be subscribed for) through the Offering by offering New Shares for subscription. The Company will pay approximately EUR 2.5 million in fees and expenses in connection with the Offering, and the net proceeds that the Company will receive from the Offering thus amount to approximately EUR 31.6 million. The Company will pay the fees and expenses in connection with the Offering with the existing cash funds.
OmaSp expects to use the net proceeds from the Offering for strengthening its capital structure, which will give the Company better possibilities for further growth in line with its strategy.
- Subscription period of the Offering commences 19 November 2018
- The Offering may be discontinued at the earliest 26 November 2018
- Subscription periods of the Public Offering and the Personnel Offering end on or about 27 November 2018
- Subscription period of the Institutional Offering ends on or about 29 November 2018
- Announcement of the final results of the Offering at the latest 29 November 2018
- Offer Shares subscribed for in the Public Offering registered in the investors’ book-entry accounts on or about 30 November 2018
- Trading in the Shares, excluding Personnel Shares, commences on the Pre-list of the Helsinki Stock Exchange on or about 30 November 2018
- The Offer Shares offered in the Institutional Offering are ready to be delivered against payment through Euroclear Finland on or about 4 December 2018
- Trading in the Shares, excluding Personnel Shares, commences on the official list of the Helsinki Stock Exchange on or about 4 December 2018
- The Offer Shares offered for in the Personnel Offering registered in the investors’ book-entry accounts on or about 18 December 2018
- Trading in the Personnel Shares commences on the official list of the Helsinki Stock Exchange on or about 18 December 2018