The initial public offering of Gofore Plc has ended and the listing at the Nasdaq First North Finland marketplace will be completed – Trading begins on or about 16 November 2017
GOFORE PLC COMPANY ANNOUNCEMENT 15 NOVEMBER 2017 AT 11:30
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 IPO (as defined below) of Gofore Plc (“Gofore” or the “Company”) has ended and the Board of Directors of the Company has today decided on the execution of the IPO.
Gofore will issue a total of 1,610,000 new shares in the Company (the “New Shares”) (the “Share Issue”), in addition to which certain existing shareholders in the Company are offering 1,768,175 shares in the Company for sale (the “Sale Shares”) (the “Share Sale”) (the New Shares and the Sale Shares together the “Offer Shares” and the Share Issue and the Share Sale together the “IPO”). The New Shares to be issued in the Share Issue correspond to 12.4 percent of the Company’s shares and votes immediately after the IPO. The Sale Shares correspond to approximately 13.7 percent of the Company’s shares and votes immediately after the IPO. The subscription price of the Offer Shares was EUR 6.35 per share in the Institutional Offering (as defined below) and in the Public Offering (as defined below), and EUR 5.72 per share in the Personnel Offering (as defined below). The valuation of all of the Company’s outstanding shares, based on the subscription price of the Institutional and the Public Offering, is approximately EUR 82.2 million immediately following the IPO.
The Offer Shares will be allocated as follows: 750,000 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”), 2,278,175 Offer Shares will be allocated to institutional investors in Finland (the “Institutional Offering”) and 350,000 Offer Shares will be allocated to the to the Company’s personnel (the “Personnel Offering”).
The IPO was 3.2 times over-subscribed. The Public Offering was 3.0 times over-subscribed, the Personnel Offering 1.2 times over-subscribed and the Institutional Offering 3.6 times over-subscribed. The shares available for institutional investors in the Institutional Offering after minimum allocation agreed with the cornerstone investors, Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company, were 7.0 times over-subscribed. The subscription commitments given in the Public Offering will be accepted in full up to 100 Offer Shares and for approximately 23.8 percent of the subscription commitments exceeding this amount. The commitments given in the Personnel Offering will be accepted in full up to 500 Offer Shares and for approximately 81.0 percent of the subscription commitments exceeding this amount.
Gofore will receive gross proceeds of approximately EUR 10.0 million from the IPO, and the shareholders selling Sale Shares will receive gross proceeds of approximately EUR 11.2 million assuming that all Sale Shares are sold. The total number of the Company’s outstanding shares amounts to 12,948,800 shares after the IPO. The total number of shareholders will increase to over 3,000 shareholders after the IPO.
Recording the Offer Shares issued in the Public Offering and the Personnel Offering in the book‑entry accounts of investors who have made an approved subscription commitment will be 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.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent by post as soon as possible and on or about 17 November 2017 at the latest to all investors who have participated in the Public Offering and the Personnel Offering. Any excess payments made in connection with the subscription commitments will be refunded to the investors’ bank accounts approximately two (2) business days after the decision on the completion of the IPO took place (i.e. on or about 17 November 2017). If an investor’s bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter.
Trading of the Company’s shares is expected to commence at the First North Finland marketplace on or about 16 November 2017. The share trading code of the shares is “GOFORE” and the ISIN code FI4000283130.
Evli Bank Plc acts as the lead manager in the IPO. Borenius Attorneys Ltd acts as the legal adviser to the Company.
Timur Kärki, the CEO of Gofore Plc comments:
Our initial public offering was very successful. The reception from institutional investors, as well as from private investors and employees, was inspiring. The desire to be a part of our growth as a modern digitalisation specialist company is strong in all audiences.
I am especially pleased about the fact that we got a significant share of goforeans joining us as owners. Some 2 million euros of investment conveys the same story of community spirit as our Great Place to Work success.
I am excited about the journey that lies ahead as a listed company. I feel that we now have confirmation from top institutional investors and the public that we are on the right path. Their support makes us stronger and more ready to execute our growth strategy. I welcome all new shareholders to be a part of our story.
Certified adviser: 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. Staying 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. Gofore 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 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. 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 persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.