Altia Plc announces the preliminary price range for its planned IPO and further information on the listing on the official list of Nasdaq Helsinki Ltd
Altia Plc, Press release, 9 March 2018 at 12:25 p.m.
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Altia Plc (“Altia” or the “Company”) announces the preliminary price range for the share sale and the personnel offering in connection with its contemplated initial public offering (the “IPO”). The Company announced on 23 February 2018 its intention to list its shares (the “Shares”) on the official list (the “Official List”) of Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) (the “Listing”). The subscription period for the IPO is expected to commence on Monday 12 March 2018 at 10:00 a.m.
The IPO in brief:
The preliminary price range in the IPO is EUR 7.50–9.00 per Sale Share (as defined below) (the “Preliminary Price Range”).
The Company’s sole shareholder, the State of Finland (the “Seller”), is offering, through a sale of shares, preliminarily a maximum of 20,000,000 shares (the “Sale Shares”) in the Company for purchase (the “Share Sale”) to (i) private individuals and entities in Finland (the “Public Share Sale”) and to (ii) institutional investors as private placements in Finland and internationally (the “Institutional Share Sale”).
The Company is offering for subscription a maximum of 300,000 new shares in the Company (the “Personnel Shares”) (the Sale Shares and the Personnel Shares together the “Offer Shares”) to all employees of Altia in Finland and Sweden with a permanent contract of employment at the end of the subscription period and to members of the executive management team of Altia (the “Personnel Offering”). Only new shares in the Company will be offered in the Personnel Offering and the final subscription price per Personnel Share will be 10 per cent lower than the Sale Price in the Public Share Sale. Therefore, the subscription price of the Personnel Share in the Personnel Offering is a maximum of EUR 8.10.
The number of Sale Shares to be offered in the Public Share Sale is preliminarily approximately 20 per cent of all the Sale Shares. Preliminarily 4,000,000 Sale Shares are offered in the Public Share Sale and preliminarily 16,000,000 Sale Shares are offered in the Institutional Share Sale.
The Seller is expected to agree on that it will grant the Global Coordinator (as defined below) an over-allotment option, exercisable within 30 days from the commencement of trading in the Shares on the prelist of Helsinki Stock Exchange (which is expected to occur between 23 March 2018 and 21 April 2018) for up to 3,000,000 additional Shares (“Additional Shares”) solely to cover over-allotments (the “Over-allotment Option”). The Additional Shares correspond to approximately a maximum of 8.3 per cent of the Shares and votes before the Personnel Offering and approximately a maximum of 8.3 per cent after the Personnel Offering, assuming that all the Personnel Shares offered are subscribed for in full.
The Offer Shares represent preliminarily a maximum of approximately 56.0 per cent of all the Shares and votes in the Company after the registration of the Personnel Shares in the Finnish Trade Register without the Over-allotment Option assuming that all of the Personnel Shares offered are subscribed for in full (with the Over-allotment Option a maximum of approximately 64.3 per cent).
The Preliminary Price Range implies a market capitalisation of the Company of approximately EUR 272.0– 326.3 million assuming the maximum number of the Personnel Shares offered and subscribed for in the Personnel Offering.
The value of the IPO based on the Preliminary Price Range is approximately EUR 174.5–209.4 million assuming the Seller sells 20,000,000 Sale Shares in the Share Sale and the maximum number of the Personnel Shares are offered and subscribed for in the Personnel Offering and that the Over-allotment Option is exercised in full.
Before the IPO, the Seller owns 100 per cent of the Shares and votes in the Company. After the IPO, the Seller would hold approximately 44.0 per cent of the Shares and votes (without the Over-allotment Option) assuming that the Seller sells 20,000,000 Sale Shares and all the Personnel Shares offered are subscribed for in full (with the Over-allotment Option a minimum of approximately 35.7 per cent).
The Company and the Seller have appointed Nordea Bank AB (publ), Finnish Branch (“Nordea”) to act as the global coordinator and bookrunner (the “Global Coordinator”) as well as a financial advisor for the Share Sale and Personnel Offering. In addition, the Company and the Seller have appointed Carnegie Investment Bank AB (“Carnegie”) to act as the joint bookrunner and OP Corporate Bank plc (“OP”) to act as the co-lead manager for the Share Sale and the Personnel Offering (Nordea, Carnegie and OP together, the “Managers” and each individually a “Manager”). In addition, the Seller has appointed Nordnet Bank AB, Finnish Branch (”Nordnet”) to act as a subscription place in the Public Share Sale. Hannes Snellman Attorneys Ltd is acting as the Legal Adviser to the Company. Borenius Attorneys Ltd is acting as the Legal Adviser to the Seller. Roschier Attorneys Ltd is acting as the Legal Adviser to the Managers.
The subscription period for the Public Share Sale is expected to commence on 12 March 2018 at 10:00 a.m. and end on 20 March 2018 at 4:00 p.m.
The subscription period for the Institutional Share Sale is expected commence on 12 March 2018 at 10:00 a.m. and end on 22 March 2018 at 12:00 p.m.
The subscription period for the Personnel Offering is expected commence on 12 March 2018 at 10:00 a.m. and end on 19 March 2018 at 11:00 a.m. (local time) in Sweden and 20 March 2018 at 4:00 p.m. in Finland.
The option to discontinue the Public Share Sale and the Institutional Share Sale will commence on 19 March 2018 at 4:00 p.m.
Trading in the Shares is expected to commence on the prelist of the Helsinki Stock Exchange on or about 23 March 2018 and on the Official List of the Helsinki Stock Exchange on or about 27 March 2018 under the share trading code “ALTIA”.
Pekka Tennilä, CEO of Altia comments:
“I am very pleased with the positive reception of our contemplated listing on the Helsinki Stock Exchange. The listing is a natural and wonderful next step in Altia’s story. Altia is a leading Nordic alcoholic beverage brand company that aims to develop quality brands and launch new interesting product innovations to the market. We operate in the stable and profitable Nordic wine and spirits market. We have strong profitability, stable cash flow, and we want to offer an attractive dividend stream to our future shareholders. I believe that a company like ours will create interest on the stock market.”
Background and the reasons for the Listing
The Company’s operations have been run in an autonomous way and it has been operating in an internationally competitive environment for years. The State of Finland considers the contemplated Listing and the reduction of the state ownership in the Company as a natural next step for the Company’s growth and development in Finland and internationally. The contemplated Listing would increase the transparency of the Company’s business, and from the perspective of the Company’s business partners, the contemplated Listing would bring more neutrality with regard to the Company considering its operations in the international environment. The contemplated Listing would also serve to broaden the ownership base in the Company, provide the general public with an opportunity to invest in the Company and increase the general interest towards the Company and awareness of the Company with investors, business partners and customers as well as provide the Company an access to capital markets. The objective of the contemplated Listing would be therefore to improve the Company’s ability to successfully pursue its strategy and to increase its strategic flexibility. Through the Listing, the Shares can also more effectively be used in potential acquisitions and in rewarding the Company’s personnel and key persons.
The Listing and publication of the Finnish language prospectus
The Shares have not been subject to trading on a regulated market prior to the execution of the Share Sale and the Personnel Offering. The Company will submit a listing application to the Helsinki Stock Exchange to list the Shares on the Official List of the Helsinki Stock Exchange. Trading in the Shares is expected to commence on the prelist of the Helsinki Stock Exchange on or about 23 March 2018 and on the Official List of the Helsinki Stock Exchange on or about 27 March 2018.
The Company has submitted a Finnish language prospectus (the “Finnish Prospectus”) for approval by the Finnish Financial Supervisory Authority. The Finnish Prospectus is expected to be approved on or about 9 March 2018. The Finnish Prospectus and the Finnish language marketing brochure will be available as of 12 March 2018 at the latest at the website of the Company at www.altiagroup.com/listautuminen and at the head office of the Company at Kaapeliaukio 1, FI-00180 Helsinki, Finland. In addition, the Finnish Prospectus and the marketing brochure will be available on or about 12 March 2018 at Nordea’s branch offices and at branch offices of OP Financial Group’s cooperative banks as well as at the website of Nordea at www.nordea.fi/altia, website of OP Financial Group at www.op.fi/merkinta and website of Nordnet at www.nordnet.fi/altia as well as at the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. The English language document of the Finnish prospectus will be available on or about 12 March 2018 at the website of the Company at www.altiagroup.com/ipo.
Further information on the IPO and places of subscription is available at www.altiagroup.com/ipo, www.nordea.fi/altia, www.op.fi/merkinta and www.nordnet.fi/altia.
Altia Plc announces the preliminary price range for its planned IPO and further information on the listing on the official list of Nasdaq Helsinki Ltd
The subscription period for the Public Share Sale, the Institutional Share Sale and the Personnel Offering commence – 12 March 2018 at 10:00 a.m.
The subscription period for the Personnel Offering ends in Sweden – 19 March 2018 at 11:00 a.m. (local time)
The option to discontinue the Share Sale commences – 19 March 2018 at 4:00 p.m.
The subscription period for the Public Share Sale and the Personnel Offering ends in Finland end at the latest – 20 March 2018 at 4:00 p.m.
The subscription period for the Institutional Share Sale ends at the latest – 22 March 2018 at 12:00 p.m.
Announcement of the results of the Share Sale and the Personnel Offering – 22 March 2018 (estimate)
The Sale Shares offered in the Public Share Sale are registered in the book-entry accounts of the investors – 23 March 2018 (estimate)
Trading in the Shares is expected to commence on the prelist of the Helsinki Stock Exchange – 23 March 2018 (estimate)
The Sale Shares offered in the Institutional Share Sale are ready to be delivered against payment – 27 March 2018 (estimate)
Trading in the Shares is expected to commence on the Official List of the Helsinki Stock Exchange – 27 March 2018 (estimate)
The Personnel Shares offered in the Personnel Offering are registered in the book-entry accounts of the investors – 28 March 2018 (estimate)
Altia in brief
Altia is a leading Nordic alcoholic beverage company operating in the wines and spirits markets in the Nordic countries, Estonia and Latvia. Altia produces, imports, markets, sells and distributes both own and partner brand beverages. The Company also has production in Cognac, France. Further, Altia exports alcoholic beverages to approximately 30 countries, most of which are in Europe, Asia and North America. Altia’s own core brands are Koskenkorva, Chill Out, Blossa, Larsen, O.P. Anderson, Renault, Xanté and Valhalla. Altia’s net sales in 2017 were EUR 359.0 million and the Company employs about 700 professionals. Altia wants to enhance a modern, responsible Nordic drinking culture. www.altiagroup.com.
Additional information Pekka Tennilä, CEO of Altia Sanna Suvanto-Harsaae, Chairman of the Board of Directors of Altia Tua Stenius-Örnhjelm, Investor Relations For interview and other information requests please contact Corporate Communications: Petra Gräsbeck, Director, Corporate Relations and Communications, tel. +358 40 767 0867 Niina Ala-Luopa, Communications Manager, tel. +358 400 728 957
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Altia Plc (the “Company”) does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
The issue and/or sale of securities in connection with the contemplated listing on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) (the “Listing”) are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Nordea Bank AB (publ) Finnish Branch (“Nordea”), Carnegie Investment Bank AB (“Carnegie”) and OP Corporate Bank plc (“OP”) (Nordea, Carnegie and OP together the “Managers”) assume no responsibility in the event there is a violation by any person of such restrictions.
Nordea, Carnegie and OP are 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 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 Nordea, Carnegie or OP and neither Nordea, Carnegie nor OP accept liability for this information included in this announcement.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, which has implemented the Prospectus Directive (2003/71/EC, as amended, including by Directive 2010/73/EU, the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the global coordinator to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.
The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. 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 applicable prospectus published or offering circular distributed by the Company.
In connection with the Company’s contemplated Listing and in accordance with all applicable laws and rules, Nordea (the “Stabilizing Manager”) (or persons acting on its behalf), may agree that the State of Finland (the “Seller”) will grant the Stabilizing Manager an option to over-allot shares or effect stabilization transactions with a view to support the market price of the Company’s shares at a level higher than that which might otherwise prevail (provided that the aggregate principal number of the Company’s shares allotted does not exceed 15 per cent of the aggregate principal number of the offer shares in the contemplated Listing). However, stabilization action may not necessarily occur and may cease at any time, and the Stabilization Manager is not required to enter into such transactions. Any stabilization action may begin on or after the date of commencement of trading in the shares on the Helsinki Stock Exchange and, if begun, may be ended at any time, and such measures must be brought to an end within 30 days of commencement of trading in the Company’s shares on the prelist of the Helsinki Stock Exchange, which period is estimated to occur between 23 March 2018 and 21 April 2018.
This announcement includes forward-looking statements, which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.