Gofore Plc initial public offering multiple times oversubscribed – The initial public offering is closed early
GOFORE PLC COMPANY ANNOUNCEMENT 13 NOVEMBER 2017 16:30 P.M.EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Initial Public Offering (the “IPO”) of Gofore Plc (“Gofore” or the “Company”) has been multiple times oversubscribed. In accordance with the terms and conditions of the IPO, it has been decided that the IPO will be discontinued so that the subscription periods for the IPO are closed today, 13 November 2017 at 4.30 p.m.
In the IPO, a maximum of 3,378,175 shares in the Company (“Offer Shares”) are offered to institutional investors in Finland (the “Institutional Offering”), to private individuals and entities in Finland (the ‘‘Public Offering’’) and to the personnel of the Gofore Group (the “Personnel Offering”). The terms and conditions of the IPO consist of, in addition to the general terms and conditions of the IPO, the special terms and conditions of the Institutional Offering, the Public Offering and the Personnel Offering.
Due to the discontinuation of the subscription period for the IPO, the Board of Directors of the Company will decide on the final number of the Offer Shares and the final allocation of the Offer Shares between the Institutional Offering, the Personnel Offering and the Public Offering, and on the approval of the subscription undertakings, in full or in part, on or about 15 November 2017. The aforementioned information will be published through a company announcement. Recording the Offer Shares issued in the Public Offering and the Personnel Offering in the book-entry accounts of investors who have made an accepted commitment is commenced on or about 15 November 2017. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 20 November 2017 through Euroclear Finland Ltd. Trading of the Company’s shares is expected to commence at the First North Finland marketplace operated by Nasdaq Helsinki Ltd on or about 16 November 2017.
Timur Kärki, CEO, Gofore
tel. +358 40 828 5886
Petteri Venola, CFO, Gofore
tel. +358 400 805 487
Riikka Nurminen, Marketing & Communications Director, Gofore
tel. +358 50 486 8600
Certified Advisor: Evli Bank Plc, tel. +358 9 4766 9926
Gofore Plc is a digital services company operating since 2002. We offer modern services that help operators in the private and public sectors to face digital change. Our mission is to change the world for the better through digitalisation and by renewing ways of working. Our services cover the entire value chain – from management consultation to service design and implementation as well as cloud services. Stay-ing on top and ahead of the development requires us to be fast-paced, regenerative and competitive. We have 15 years of expertise in this. Our operations are characterised by top expertise, alacrity and genuine interaction. We believe that we are the best partner to our clients on the path to digital change. Gofore currently employs over 350 people in Helsinki, Jyväskylä, Tampere, Swansea and Munich. Go-fore was chosen as the best workplace in Finland and the second-best workplace in Europe in the Great Place to Work® survey in 2017. More information: www.gofore.com.
Nasdaq Helsinki Ltd
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. This announcement does not constitute an offer of securities for sale in the United States, nor may the secu-rities be offered or sold in the United States absent registration or an exemption from registration as pro-vided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Gofore Plc (the “Company”) does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Evli Bank Plc assume 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 a 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. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) 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 per-sons. Any person who is not a relevant person should not act or rely on this document or any of its con-tents.