NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN.
The Board of Directors of Salcomp Plc (“Salcomp”) and the selling shareholders have today decided that a total of 17,000,000 Salcomp shares will be sold in the combined share issue and share sale (the “Offering”). In addition, the lead manager has over-allotted a total of 1,888,120 shares to investors. The subscription and offer price has been set at EUR 3.20, corresponding to a market capitalization of approximately EUR 125 million for the entire company.
The Offering comprises of 11,000,000 existing shares and a new issue of 6,000,000 shares. In addition, the lead manager has over-allotted a total of 1,888,120 shares to investors. The Offering, including the over-allotment made, comprises a total of 18,888,120 shares or approximately 48 percent of the share capital and votes, valuing the complete offering at approximately EUR 60 million. After the Offering, the total number of shares in Salcomp amount to 38, 975,190.
In the institutional offering, subscription and purchase bids were submitted at the final subscription price for 19,807,750 shares, which exceeds the number of shares offered in the institutional offering by 3,807,750 shares. Approximately 65 percent of the demand in the institutional offering came from Finnish investors and approximately 35 percent from international investors.
Prior to the Offering, EQT II B.V., acting on behalf of EQT II Swedish Non-Registered Partnership (“EQT II”), owned approximately 92 percent of the share capital. Following the Offering, but prior to exercise of the over-allotment option, EQT II will own approximately 52 percent of the share capital. If the over-allotment option is exercised in full, EQT II will own approximately 48 percent of the share capital.
Trading in Salcomp shares on the Pre-list of the Helsinki Stock Exchange will commence on 13 March 2006 and on the Main List on or about 17 March 2006.
Mandatum was lead manager and bookrunner for the Offering. Hannes Snellman acted as legal advisor to Salcomp and the selling shareholders.
This document is not a prospectus and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares. Offers have not been made and will not be made directly or indirectly in any jurisdiction where prohibited by applicable law or where any registration or prospectus or other requirements would apply in addition to those undertaken in Finland.
These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of any offering of its securities in the United States and does not intend to conduct a public offering of shares in the United States.
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