The IPO of Altia Plc was oversubscribed and the final subscription price is EUR 7.50 per share
Altia Plc Stock Exchange Release 22 March 2018 at 2:55 p.m.
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The IPO of Altia Plc was oversubscribed and the final subscription price is EUR 7.50 per share
The Board of Directors of Altia Plc (“Altia” or the “Company”) has today resolved together with the State of Finland (the “Seller”) on the completion of the initial public offering of Altia. The Seller has decided that the maximum number of sale shares (the “Sale Shares”) preliminary offered for purchase will be sold in the Share Sale (as defined below). The subscription price for the Sale Shares has been set to EUR 7.50 per Sale Share in the Share Sale, and EUR 6.75 per Personnel Share in the Personnel Offering (as defined below). The Company’s market capitalization is approximately EUR 271.1 million following the IPO. The offering attracted strong demand and was significantly oversubscribed. Trading of the Company’s shares is expected to commence on the prelist of Nasdaq Helsinki Ltd (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 “Listing”). The Personnel Shares will be applied to be admitted for trading later, on or about 28 March 2018.
The Seller will sell aggregate of 20,000,000 existing shares in the Company for private individuals and entities in Finland (the “Public Share Sale”) and for institutional investors as private placements in Finland and internationally (the “Institutional Share Sale”) (the Public Share Sale and the Institutional Share Sale together the “Share Sale”). In addition, the Company will issue 180,485 new shares in the Company (the “Personnel Shares”) for the permanent employees of Altia in Finland and Sweden and for the members of the Executive Management Team of Altia (the “Personnel Offering”).
6,000,000 Sale Shares will be allocated to private individuals and entities in Finland in the Public Share Sale, and 17,000,000 Sale Shares will be allocated to institutional investors in the Institutional Share Sale assuming that the over-allotment option (as defined below) is fully exercised. The subscription commitments given in the Public Share Sale will be accepted in full for up to 200 Sale Shares in accordance with the terms and conditions of the Public Share Sale and for approximately 57.3 per cent of the subscription commitments exceeding this amount. Approximately 16,500 investors submitted a subscription commitment in the Public Share Sale.
In the Personnel Offering, Altia will issue 180,485 Personnel Shares to permanent employees of Altia in Finland and Sweden with a direct, permanent contract of employment at the end of the subscription period and to the members of the Executive Management Team of Altia, who have subscribed for the Personnel Shares during the subscription period. The subscription price was ten per cent lower than the subscription price in the Institutional Share Sale and Public Share Sale, i.e. EUR 6.75. The commitments given in the Personnel Offering will be accepted in full in accordance with the terms and conditions of the Personnel Offering.
The Company will receive gross proceeds of approximately EUR 1.2 million from the Personnel Offering before deduction of the costs relating to the Listing, and the Seller will receive gross proceed of approximately EUR 172.5 million from the Share Sale assuming that the over-allotment option is fully exercised. The aggregate number of outstanding shares in the Company is 35,960,000, and after the registration of the issued Personnel Shares with the Finnish Trade Register (on or about 28 March 2018), the aggregate number of the shares in the Company will be 36,140,485.
The Sale Shares offered in the Public Share Sale will be registered on or about 23 March 2018 in the book-entry accounts of investors who have made an approved subscription commitment in the Public Share Sale. In the Institutional Share Sale, the Sale Shares will be ready to be delivered against payment on or about 27 March 2018. The Personnel Shares offered in the Personnel Offering will be registered on or about 28 March 2018 in the book-entry accounts of investors who have made an approved subscription commitment in the Personnel Offering.
A confirmation letter or notification regarding the approval of the subscription commitments and allocation of the Sale Shares will be sent as soon as possible and no later than on or about 9 April 2018 to all investors who have submitted their subscription commitments in the Public Share Sale. Any excess payment made in connection with the subscription commitments will be refunded to the investors’ bank accounts specified in the subscription commitment in accordance with the allocation principles of the terms and conditions of the Share Sale and the Personnel Offering.
Trading on the Company’s shares is expected to commence on the prelist of the Helsinki Stock Exchange on or about 23 March 2018 and on the official list on or about 27 March 2018. The Personnel Shares will be applied to be admitted for trading later, on or about 28 March 2018. The share trading code of the shares is “ALTIA” and ISIN code FI4000292438.
To the extent permitted by applicable law, the Seller is expected to grant Nordea Bank AB (publ), Finnish Branch (the “Stabilisation Manager”) an over-allotment option exercisable within 30 days from the commencement of trading of 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, for up to 3,000,000 additional shares (the “Additional Shares”) solely to cover over-allotments, if any (the “Over-allotment Option”). The Additional Shares correspond to approximately a maximum of 8.3 per cent of the shares and votes after the Personnel Offering.
Within the aforementioned stabilisation period, the Stabilisation Manager may, to the extent permitted by applicable law, engage in measures that stabilise, maintain or otherwise affect the price of the Company’s shares. Any stabilisation measure will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (“Market Abuse Regulation”) and the Commission Delegated Regulation (EU) 2016/1052 supplementing Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures. The Stabilisation Manager may sign a share lending agreement with the State of Finland related to stabilisation.
Nordea Bank AB (publ), Finnish Branch (“Nordea”) acts as the global coordinator and bookrunner (the “Global Coordinator”) as well as the Company’s financial advisor for the Share Sale and Personnel Offering. In addition, Carnegie Investment Bank AB (“Carnegie”) acts as the joint bookrunner and OP Corporate Bank plc (“OP”) acts as the co-lead manager for the Share Sale (Nordea, Carnegie and OP together, the “Managers” and each individually a “Manager”). In addition, Nordnet Bank AB, Finnish Branch (”Nordnet”) acts 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.
Pekka Tennilä, CEO of Altia comments:
“I am delighted with the positive reception and strong interest towards Altia’s share sale from private investors, our own personnel as well as Finnish and international institutional investors. Altia is a strong Nordic brand company and we are proud of our wide and continuously developing product portfolio. As a listed company, Altia will further improve its ability to develop and compete successfully in the alcoholic beverage markets in the Nordics and globally. I would like to thank everyone that has taken part in Altia’s offering and I am looking forward to the shared journey together with our new shareholders.”
Sanna Suvanto-Harsaae, Chairman of the Board of Directors of Altia comments:
“It has been great to follow the interest and discussions that Altia’s share sale has raised. I am pleased that we are able to offer the general public the chance to take part in this story. Altia’s management has executed the Company’s strategy successfully, strengthening Altia’s position in an extremely competitive industry. I am very proud of Altia’s recent development and believe that the listing will further improve its competitiveness. We have now reached a milestone, but the work continues: spurred on and inspired by the new shareholders, Altia continues to develop itself actively.”
Pekka Tennilä, CEO of Altia
Sanna Suvanto-Harsaae, Chairman of the Board of Directors of Altia
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
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 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 “Stabilisation Manager”) (or persons acting on its behalf), may agree 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 contemplated 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 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.