Basware Corporation, stock exchange release, September 4, 2014 at 18:30
Intention of 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") intends to offer up to 1,290,000 new shares in the Company (the "Shares") to a limited number of international institutional investors in an accelerated book-built offering deviating from the shareholders' pre-emptive subscription rights (the "Offering"). The net proceeds from the Offering will increase Basware's financial flexibility and preparedness to carry out potential acquisitions.
The Board of Directors of Basware was granted an authorisation by the Annual General Meeting of the Company held on February 14, 2014 to issue new shares of the Company by deviating from the shareholders' pre-emptive subscription rights. The Shares to be offered correspond to approximately 9.98 percent of all the shares and voting rights in Basware immediately prior to the Offering.
The book-building will commence immediately and is expected to end by September 5, 2014 at 9:00 a.m. at the latest. The book-building process may, however, be closed at any time during the book-building period. The number of Shares and the price at which the Shares are to be placed will be agreed by the Board of Directors of Basware and Carnegie Investment Bank AB ("Carnegie") at the close of the book-building process and will be announced as soon as practicable after the close of the book-building process.
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 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.