Basware Corporation, stock exchange release, September 5, 2014 at 07:00
Completion and results of Basware's share issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
Basware Corporation ("Basware" or the "Company") announced on September 4, 2014 that it intends to offer up to 1,290,000 new Basware shares (the "Shares") to a limited number of institutional investors in an accelerated book-built offering deviating from the shareholders' pre-emptive subscription rights (the "Offering").
The Board of Directors of Basware has decided to issue 1,290,000 Shares in the Offering based upon the authorization granted by the Annual General Meeting of the Company on February 14, 2014 and approved the terms and conditions of the Offering. The terms and conditions of the Offering are attached to this release.
The subscription price was set at EUR 33.50 per Share, amounting to total proceeds of approximately EUR 43.2 million before commissions and expenses. The net proceeds from the Offering will increase Basware's financial flexibility and preparedness to carry out potential acquisitions. The Shares subscribed for in the Offering correspond to approximately 9.98 per cent of all the shares and voting rights in Basware prior to the Offering. Following the completion of the Offering, the number of issued and outstanding shares of the Company will be 14,221,229. The subscription price of the Shares will be recorded into the invested unrestricted equity fund of the Company.
In connection with the Offering, Basware has entered into a lock-up undertaking under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Basware for a period ending 180 days after the closing of the Offering.
The Shares will be issued in the Finnish book-entry system and will be entered into the subscriber's book-entry accounts as interim shares against the payment of the subscription price on or about September 10, 2014. The interim shares will not be applied to trading on NASDAQ OMX Helsinki Ltd. The interim shares will be combined with Basware's existing class of shares after the registration of the Shares with the Finnish Trade Register on or about September 11, 2014 and the trading with the Shares on NASDAQ OMX Helsinki Ltd is expected to commence on or about September 12, 2014. The Shares will rank pari passu in all respects with the existing shares of the Company once they have been registered with the Finnish Trade Register.
Carnegie Investment Bank AB ("Carnegie") is acting as the Sole Bookrunner in the Offering.
Board of Directors
For more information, please contact:
Hannu Vaajoensuu, Chairman of the Board, Basware Corporation
Tel. +358 40 501 8250
NASDAQ OMX Helsinki Ltd
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
Members of the public are not eligible to take part in the offering. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii) persons falling within article 49(2) ("high net worth companies, unincorporated associations, etc") of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Carnegie acts only for and on behalf of Basware in connection of the share issue. Carnegie does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than Basware with regards to the share issue or other matters referred here to.
TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE
The Board of Directors of Basware Corporation (the "Company") has in its meeting of September 4, 2014, by virtue of the authorization granted by the Annual General Meeting of the Company on February 14, 2014, resolved that the Company shall issue up to 1 290 000 new shares of the Company (the "Shares") by a directed share issue. The Shares will be issued on the following terms and conditions:
Up to 1 290 000 new Shares shall be issued in the share issue. The Shares will be offered to be subscribed for by institutional investors obtained by the manager of the share issue, Carnegie Investment Bank AB, in deviation from the pre-emptive subscription rights of the shareholders set forth in Chapter 9, Section 3 of the Finnish Companies Act.
2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price for the Shares is EUR 33.50 per Share. The subscription price for the Shares is based on the price determined in the accelerated book-building procedure, which the Board of Directors of the Company considers to represent the fair value of the Shares.
The subscription price shall be recorded in its entirety to the invested unrestricted equity fund of the Company.
3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
The subscription period commences on September 4, 2014 and ends no later than on September 15, 2014 at 4:00 p.m. The subscription shall be effected by paying the subscription price of the Shares to the bank account of the Company as designated by the Company. The Board of Directors of the Company reserves the right to extend the subscription period.
4. TERMS OF PAYMENT
The subscription price of the Share shall be paid upon subscription during the above-mentioned subscription period.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.
6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS
There is a weighty financial reason for the Company to deviate from the pre-emptive subscription rights as the share issue increases the Company's financial flexibility and preparedness to carry out potential acquisitions, broadens the shareholder base of the Company particularly with international institutional investors and the Company receives equity financing under terms (including the timetable and price) that would not, in the view of the Board of Directors of the Company, have been otherwise available.
7. REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING
The Shares subscribed for in the share issue shall be issued as book-entries in the book-entry system maintained by Euroclear Finland Ltd. The interim shares representing the new Shares subscribed for in the share issue shall be settled with the investors against the payment of the subscription price in Euroclear Finland Ltd's equity clearing. The interim shares will not be admitted into trading on NASDAQ OMX Helsinki Ltd. The interim shares are freely transferable.
The interim shares shall be combined with the Company's current series of shares after the registration of the new Shares with the Finnish Trade Register, on or about September 11, 2014. The new Shares are freely transferable.
The Company will apply for filing of the new Shares, subscribed through the share issue, to be listed for public trading on NASDAQ OMX Helsinki Ltd and traded equally with the other series of shares of the Company.
8. OTHER ISSUES
The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.