WithSecure Corporation announces intention to offer new shares to
institutional investors
WithSecure Corporation: Stock exchange release 23 March 2022, at
18:30 EET
WithSecure Corporation - Inside information
WithSecure
Corporation announces intention to offer new shares to
institutional investors
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, SOUTH AFRICA OR JAPAN OR
IN ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW.
- WithSecure Corporation intends to offer new shares to raise
preliminarily approximately up to EUR 88 million
- Accelerated book-building process to commence immediately
- Proceeds to be used to finance the implementation of the growth
strategy relating to WithSecure Corporation’s corporate security
business
WithSecure Corporation
(“WithSecure” or the “Company”,
previously known as F-Secure Corporation) intends to offer
preliminarily up to 15,800,000 new shares in the Company
(“Shares”) to a number of institutional investors
in a directed share issue in deviation from the shareholders’
pre-emptive rights (“Offering”). The preliminary
maximum number of Shares offered in the Offering corresponds to
approximately 9.9 per cent of all of the shares and votes of the
Company immediately prior to the Offering. The Offering is carried
out on the basis of the authorisation granted to the Board of
Directors by the Annual General Meeting 16 March 2022. By the
Offering, it is possible to raise a meaningful amount of equity
financing in an accelerated time schedule and in a cost-efficient
manner. According to the assessment of the Board of Directors, the
terms of such financing will be more beneficial than the terms that
would otherwise be available. Therefore, there are weighty
financial reasons for deviating from the shareholders’ pre-emptive
subscription right.
The Company intends to use the proceeds from the
Offering to finance the implementation of the growth strategy
relating to its corporate security business.
The Offering will be carried out subject to the
fulfilment of certain terms, organized by Carnegie Investment Bank
AB, Finland Branch in an accelerated book-building process in which
selected institutional investors may submit bids for the Shares.
The subscription price of the Shares will be determined by the bids
received in the accelerated book-building process. The
book-building will commence immediately and is expected to end by
9.00 p.m. EET on 23 March 2022 at the latest. Book-building can be
discontinued or extended at any time during the book-building
process. After the close of the book-building process, the Board of
Directors of WithSecure shall make the decision on the Offering,
including acceptance of the received bids, the number of Shares
issued and the subscription price of the Shares. The final amount
and subscription price of issued Shares will be published after the
close of the book-building process.
The Shares are expected to be entered in the
Finnish Trade Register approximately on 25 March 2022, and trading
of the Shares is expected to commence on Nasdaq Helsinki Ltd
together with the Company’s existing shares on or about 28 March
2022 provided that the Offering will be completed and Nasdaq
Helsinki Ltd approves the Company’s listing application. The Shares
will rank pari passu in all respects with the existing shares of
the Company once they have been entered in the Finnish Trade
Register.
In connection with the Offering, WithSecure has
entered into a lock-up undertaking with Carnegie Investment Bank
AB, Finland Branch, under which WithSecure has, subject to certain
customary exceptions, agreed not to issue or sell any Shares in
WithSecure for a period commencing after the closing of the
Offering and continuing until 31 December 2022. Notwithstanding the
lock-up undertaking, WithSecure may propose to its shareholders the
approval of the demerger plan announced by the Company on 17
February 2022 and take any other measures necessary for the
consummation of the contemplated partial demerger. In addition, the
Company’s largest shareholder Risto Siilasmaa has agreed not to
sell any shares in WithSecure for a period of 180 days after the
closing of the Offering.
Carnegie Investment Bank AB, Finland Branch acts
as the Sole Global Coordinator, Bookrunner and Manager of the
Offering.
WithSecure Corporation
Board of Directors
Additional information:
Juhani Hintikka, CEO, WithSecure Corporation,
tel. +358 50 364 7802,
Tom Jansson, CFO, WithSecure Corporation, tel.
+358 40 700 1849
Distribution
Nasdaq Helsinki LtdMain
mediahttps://www.withsecure.com/en/about-us/investor-relations
Important notice
Carnegie Investment Bank AB, Finland Branch
(“Carnegie”) is acting exclusively for the Company
and no one else and they will not regard any other person (whether
or not a recipient of this release) as their respective clients in
relation to the Offering. Carnegie will not be responsible to
anyone other than WithSecure for providing the protections afforded
to their respective clients and will not give advice in relation to
the Offering or any transaction or arrangement referred to herein.
Carnegie assumes no responsibility for the accuracy, completeness
or verification of the information set forth in this release and,
accordingly, disclaim, to the fullest extent permitted by
applicable law, any and all liability which they may otherwise be
found to have in respect of this release. Nothing contained in this
release is, or shall be relied upon as, a promise or representation
as to the past or the future.
The information contained herein is not for
publication or distribution, directly or indirectly, in or into the
United States, Australia, Canada, New Zealand, Singapore, Hong
Kong, South Africa or Japan. This release does 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. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. This release is not
directed to, and is not intended for distribution to or use by, any
person or entity that is a citizen or resident or located in any
locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to
law or regulation or which would require any registration or
licensing within such jurisdiction.
The issue, exercise or sale of securities in the
Offering are subject to specific legal or regulatory restrictions
in certain jurisdictions. WithSecure assumes no responsibility in
the event there is a violation by any person of such
restrictions.
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.
This release and the Offering are only addressed
to and directed at persons in member states of the European
Economic Area (each a “Relevant State”) who are
“Qualified Investors” within the meaning of Article 2(e) of the
Prospectus Regulation. The securities are only available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such securities will be engaged in only with,
Qualified Investors. This release should not be acted upon or
relied upon in any Relevant State by persons who are not Qualified
Investors. For the purposes of this release, the expression
“Prospectus Regulation” means Regulation (EU) 2017/1129.
Information to Distributors
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which
has determined that such Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to any offering of the
Shares. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, Carnegie as Lead Manager, will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate
distribution channels.
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