New shares subscribed for in Altia Plc’s personnel offering registered with the Trade Register
Altia Plc Stock Exchange Release 28 March 2018 at 08:00 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
New shares subscribed for in Altia Plc’s personnel offering registered with the Trade Register
In connection with the listing of Altia Plc (“Altia” or the “Company”), the new shares in the Company subscribed for in the personnel offering (the “Personnel Shares”) have been registered with the Finnish Trade Register on 28 March 2018. The Personnel Shares will be recorded in the book-entry accounts of investors on or about 28 March 2018. Following the registration of the Personnel Shares with the Finnish Trade Register, the total number of shares in the Company increased to 36,140,485. The Personnel Shares carry the same rights as other shares in the Company and entitle their holder to dividend and other distributions of funds, if any, and to other shareholder rights in the Company after the Personnel Shares have been registered with the Finnish Trade Register and Altia’s shareholders’ register. Altia announced the results of the share sale and the personnel offering completed in connection with its listing through a separate stock exchange release on 22 March 2018.
The Personnel Shares issued in the personnel offering are admitted to trading today on the official list of Nasdaq Helsinki Ltd. The Personnel Shares subscribed for by the members of Altia’s Executive Management Team and other personnel will be subject to customary lock-up restrictions in accordance with the terms and conditions of the personnel offering.
Pekka Tennilä, CEO of Altia
Tua Stenius-Örnhjelm, Investor Relations
Nasdaq Helsinki Ltd
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.
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 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 Listing and in accordance with all applicable laws and rules, Nordea (the “Stabilisation Manager”) (or persons acting on its behalf), has agreed that the State of Finland (the “Seller”) will grant the Stabilisation 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 Listing). However, stabilisation action may not necessarily occur and may cease at any time, and the Stabilisation Manager is not required to enter into such transactions. Any stabilisation 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 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.