Access to the information on this part of Avidly Plc’s (hereafter referred to as “Avidly” or “Company”) website is restricted due to, and in accordance with, applicable regulation. Please read the information below carefully.
Access to this information is limited to persons residing and physically present in Finland, as well as other authorized persons who are residing and physically present in other jurisdictions outside Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States.
The information on this website is restricted and is not for release, publication, distribution or transfer, in whole or in part, into or from Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States, or any other jurisdiction where to do so might constitute a violation of local laws or regulations of such jurisdiction. Information and documents found on this website does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of Avidly in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States, or any jurisdiction where to do so might constitute a violation of the local laws or regulations of such jurisdiction.
The shares, subscription rights or subscribed shares, issued by Avidly and referred to on this website (the “Securities”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any other securities regulation or laws of any state of the United States, and the Securities may not be offered, subscribed, used, pledged, sold, resold, delivered or transferred in any other way, directly or indirectly to the United States or to, or for the account or benefit of, U.S. person, except in accordance with applicable registration exception of Securities Act and applicable U.S. state and regional legislation.
The Shares have not been, and will not be, registered under the applicable laws of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. The shares may not be, subject to certain exemptions, offered or sold in or into, or for the account or benefit of, any person having a registered address in, or reside in, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. There will be no public offer of the Securities in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.
In the United Kingdom, the information may be distributed only to (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and/or other persons to whom it may be lawfully communicated, falling within Article 49(1) of the Order (all such persons together hereafter referred to as “Relevant persons”). Any person who is not a Relevant person should not act or rely on this information.
Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons residing outside Finland who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their rights to access these websites, or require registration of the share issue or securities or approval for any acquisition of securities by them. No such registration or approval has been applied for or obtained outside Finland. The Company assumes no responsibility in the event that there is a violation of applicable law or regulations by any person.
I am permitted under applicable laws and regulations to receive the information contained in the pages that follow;
I am not a citizen of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States and I am currently not in any of these countries or in any other jurisdiction in which distribution of, or access to, this information would be unlawful;
I am currently resident and physically present (a) in Finland or (b) outside Finland and each of the jurisdictions referred to in item (ii) above and, in that case, I am authorised to access the information and documents on this website without being subject to any legal restriction and without any further action being required by the Company;
I have carefully read and understood the instructions and restrictions described above and I agree to comply with them.
Avidly is one of Finland's largest Marketing Service providers and the leading company in the Nordic countries offering Marketing Automation Services (Inbound) based on HubSpot technology. The Company's services comprehensively cover the implementation and design of marketing, advertising, communications as well as sales expert services for public administration and medium-sized and large companies.
The Company's Board of Directors has resolved on a rights issue of approximately EUR 2.5 million to strengthen the Company's capital.
For more information about the Company, please contact CEO Jesse Maula,
tel. +358 44 5480248 or email jesse.maula@avidlyagency.com;
or CFO Hans Parvikoski, tel. +358 40 586 6154 or email hans.parvikoski@avidlyagency.com.
|
Date |
Event |
|---|---|
|
14 May 2020 |
Resolution on the rights issue and disclosure of explicit terms and conditions of the rights issue and a basic information document |
|
18 May 2020 |
Record date of the share issue |
|
22 May – 1 June 2020 |
Trading in subscription rights on First North marketplace |
|
22 May – 5 June 2020 |
Subscription period of the share issue |
|
8 June 2020 (estimated) |
Trading in the interim shares on First North marketplace commences |
|
9 June 2020 (estimated) |
Initial result of the share issue is published |
|
10 June 2020 (estimated) |
Final result of the share issue is published |
|
12 June 2020 (estimated) |
Offered shares subscribed in the share issue are registered with the Finnish trade register |
|
15 June 2020 (estimated) |
Interim shares are combined with the existing share class of the company on First North marketplace |
|
15 June 2020 (estimated) |
Shares subscribed for in the share issue are admitted to trading on First North marketplace |
Avidly Plc considers arranging a rights issue. The Board of Directors of Avidly aims to amend its proposal to the General Meeting to be held on 1 April 2020 concerning the authorization to issue shares.
Avidly Plc, company release, 26 March 2020 at 9.20 EET
Possible rights issue
The board of directors of Avidly Plc (the “Company”) has today resolved to commence preparations in order to strengthen the Company’s equity by share issue with pre-emptive subscription rights for Company’s shareholders. The maximum amount of capital to be raised by the share issue, would be EUR 2.5 million.
In the contemplated rights issue, one existing Company share would grant one freely transferrable subscription right, which would entitle to subscribe for one new share with subscription price of EUR 1.00.
The rights issue is intended to be arranged as soon as possible and no later than 30 June 2020, pursuant to the authorisation to issue shares granted to the Company’s board of directors.
In case the rights issue is arranged, the Company shall separately later publish explicit definitive terms and conditions of the rights issue and a basic information document compliant with the Securities Markets Act.
The proposal of the board of directors to the annual general meeting, concerning the authorisation to issue shares to be granted to the board of directors
The board of directors of Avidly has disclosed its proposals to the Company’s annual general meeting, to be held on 1 April 2020, in a notice to the annual general meeting dated 10 March 2020. As part of the proposals, the board of directors has proposed that the general meeting shall resolve to authorize the board of directors to resolve upon a share issue, which includes the transfer of treasury shares or issue of option rights and other special rights entitling to shares. The maximum amount of shares to be issued pursuant to the authorisation proposed by the board of directors in the notice is 1,500,000.
In the annual general meeting convened for 1 April 2020, the board of directors will amend its proposal so that the maximum amount of shares to be issued pursuant to the authorisation would be 3,700,000.
The share issue authorisation, in accordance with the amended proposal of the board of directors, would render possible arranging the contemplated rights issue in order to strengthen Avidly’s equity. Additionally, the board of directors is considering a three-year maximum 700,000 shares stock-based management incentive plan, to which the authorisation would be used. The purpose of the share issue and incentive plan is to ensure the Company’s continuity and growth opportunities also after the COVID-19 pandemic.
The amended proposal of the board of directors would as a whole read as follows:
Authorizing the board of directors to resolve upon a share issue, which includes transfers of treasury shares and issues of option or other special rights entitling to shares
The board of directors proposes to the general meeting that the general meeting would resolve to authorize the board of directors to resolve upon one or more share issues without payment and/or share issues against payment. The authorization includes the right to issue new shares or to transfer treasury shares possessed by Avidly Plc or to resolve upon issuing of option rights and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The maximum amount of shares that can be issued under the authorization, either by issuing new shares, transferring treasury shares possessed by Avidly Plc or by issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 3,700,000 shares. The amount corresponds to approximately maximum of 59.8 percent of all shares in Avidly Plc, after all shares that can be issued and/or all treasury shares that can be transferred and/or all shares that can be issued based on option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1 have been issued and/or transferred pursuant to a decision made under the authorization.
The authorization shall not limit the right of the board of directors to resolve upon directed issues of shares or option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act 10 Section 1. The authorization shall be used in connection with arrangements that are important to Avidly Plc, such as in transactions and business acquisitions or in connection with financing of other business arrangements or investments. The authorization may also be used for expanding Avidly Plc’s ownership structure, providing incentives to Avidly Plc’s employees or for strengthening employee engagement or in connection with other applicable situations as resolved upon the board of directors from time to time, provided that there are weighty financial grounds for issuing shares or option or other special rights set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The pre-emptive subscription right of shareholders can be deviated from in the event Avidly Plc has weighty financial ground for such deviation, or when required by the Finnish Limited Liability Companies Act, when Avidly Plc has especially weighty financial ground.
The authorization would be valid until 30 June 2021.
AVIDLY PLC
BOARD OF DIRECTORS
Additional information:
Jari Tuovinen, Chairman of the board of directors, tel. +358 500 593 000
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of more than 250 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Decisions taken by Avidly Plc’s Annual General Meeting and Board of Directors
Avidly Plc, company release, 1 April 2020 at 11.35 am EET
The Annual General Meeting of Avidly Plc was held today in Helsinki, Finland.
Adoption of financial statements and discharge from liability
The general meeting adopted the Financial Statements including the consolidated financial statement and discharged the members of the Board of Directors and the CEO from liability.
Payment of dividend
The general meeting resolved, according to the proposal of the Board of Directors that the loss based on the adopted balance sheet for the financial year that ended on 31 December 2019 shall be transferred to an account for profit/loss and that no dividend shall be paid from the distributable funds.
Auditor
The general meeting resolved, according to the proposal of the Board of Directors that the auditor's remuneration and reimbursements shall be paid as reasonably invoiced and approved by Avidly Plc. The general meeting elected Jari Paloniemi, Authorised Public Accountant, as the Auditor and Veikko Terho, Authorised Public Accountant, as the Deputy Auditor of Avidly Plc.
Board of Directors
The general meeting resolved that four members shall be elected to the Board of Directors of Avidly Plc for the incoming term. In addition, the general meeting resolved that the remuneration for the Chairman of the Board shall be EUR 4,000 per month and for the deputy chairman of the board of directors EUR 3,000 and for each of the other members of the Board EUR 2,000 per month. The remuneration shall be paid monthly for those months the person acts as a member or the Chairman or deputy chairman of the of the Board. The travel expenses of members of the Board shall be compensated in accordance with Avidly Plc’s travel policy. Other allowances shall not be paid.
The general meeting elected Joakim Fagerbakk, Juha Mikkola, Ville Skogberg and Jari Tuovinen as members of the Board of Directors of Avidly Plc for a term that expires at the end of the next Annual General Meeting.
Authorisation to acquire company's own shares
The general meeting resolved, in line with the proposal by the Board of Directors and by revoking the previous, unused authorisations, to authorise the Board of Directors to resolve upon the acquisition of the company’s own shares in one or more instalments. The maximum amount of shares to be acquired under the authorisation is 248,750 shares, corresponding to approximately a maximum of 10 percent of all shares in Avidly Plc on the date of the notice to the general meeting. Any acquisition under the authorisation may only be carried out by using the company’s non-restricted equity and at a value formed in Nasdaq First North Growth Market market place maintained by Nasdaq Helsinki Ltd (Helsinki Stock Exchange) at the time of the applicable acquisition.
The Board of Directors is otherwise be authorised to resolve upon all terms and conditions of the aforementioned acquisitions, including the procedure by which the shares shall be acquired. The authorisation shall not limit the right of the Board of Directors to resolve upon directed acquisitions of own shares, provided that Avidly Plc has weighty financial grounds for such. The authorisation is proposed to be used in connection with transactions important to Avidly Plc, such as when executing arrangements or transactions relating to the company’s business or in connection with other situations as resolved upon the Board of Directors from time to time, provided that there are weighty financial grounds for acquiring own shares. The acquired shares may be held in the company’s possession or they may be annulled or further transferred. The authorisation is valid until 30 June 2021.
Authorizing the board of directors to resolve upon a share issue, which includes transfers of treasury shares and issues of option or other special rights entitling to shares
The general meeting resolved, in line with the proposal by the Board of Directors, to authorise the Board of Directors to resolve upon one or more share issues without payment and/or share issues against payment. The authorisation includes the right to issue new shares or to transfer treasury shares possessed by Avidly Plc or to resolve upon issuing of option rights and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The maximum amount of shares that can be issued under the authorisation, either by issuing new shares, transferring treasury shares possessed by Avidly Plc or by issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 3,700,000 shares. The amount corresponds to approximately a maximum of 59.8 percent of all shares in Avidly Plc, after all shares that can be issued and/or all treasury shares that can be transferred and/or all shares that can be issued based on option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1 have been issued and/or transferred pursuant to a decision made under the authorisation. The authorisation shall not limit the right of the Board of Directors to resolve upon directed issues of shares or option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act 10 Section 1.
The authorisation shall be used in connection with arrangements that are important to the company, such as in transactions and business acquisitions or in connection with financing of other business arrangements or investments. The authorisation may also be used for expanding the company’s ownership structure, providing incentives to the company’s employees or for strengthening employee engagement or in connection with other applicable situations as resolved upon the Board of Directors from time to time, provided that there are weighty financial grounds for issuing shares or option or other special rights set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The pre-emptive subscription right of shareholders can be deviated from in the event the company has weighty financial ground for such deviation, or when required by the Finnish Limited Liability Companies Act, when the company has especially weighty financial ground. The authorisation is valid until 30 June 2021.
Decisions by the Board of Directors
In its organising meeting held after the general meeting, the Board of Directors’ of Avidly Plc elected Joakim Fagerbakk as Chairman of the Board and Jari Tuovinen as Vice Chairman.
AVIDLY PLC
Additional information:
Jesse Maula, CEO, tel. +358 40 548 0248
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of more than 250 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Information on Avidly Plc’s revenue and profitability in January–March 2020
Avidly Plc, inside information, 12 May 2020 at 9.00 am EEST
Avidly Plc has moved forward with the preparation of a contemplated rights issue of up to EUR 2.5 million, as announced on 26 March 2020. The company intends to resolve on the rights issue as well as disclose explicit terms and conditions of the rights issue and a basic information document compliant with the Finnish Securities Markets Act by this mid-May.
As part of the preparations for the rights issue, Avidly discloses new financial information on Avidly Group’s revenue and profitability for January–March 2020 through this company release. The financial information presented on this company release is unaudited.
CEO Jesse Maula:
“During the first quarter, we began to see the first results of a profitability project which we have launched for our business. Avidly group’s unaudited revenue for the first quarter of the ongoing year was around EUR 6.7 million, with EBITDA being close to the break-even point.”
Due to the uncertain state of the world economy, the company's business has nevertheless low predictability, and Avidly will thus not provide an estimate on revenue and operating result for 2020 at this stage. We closely monitor the impacts of the coronavirus pandemic on our customers’ businesses and on our own demand outlook and will adjust our operations as necessary.
Avidly complies with half-yearly reporting. The company will not publish business reviews for the first three and nine-month periods of the year concerning key information on the company’s financial situation and development.
This release contains information which Avidly Plc makes public pursuant to the EU Market Abuse Regulation, article 17.
AVIDLY PLC
BOARD OF DIRECTORS
Additional information:
Jesse Maula, CEO, Tel. +358 40 548 0248
Hans Parvikoski, CFO, Tel. +358 40 586 6154
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Avidly is Finland’s leading marketing and communications service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of around 230 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Avidly Plc has commenced negotiations on up to EUR 2.5 million debt financing
Avidly Plc, inside information, 14 May 2020 at 9.00 am EEST
Avidly Plc has commenced negotiations on maximum of 2.5 million euros debt financing to strengthen company’s liquidity and to support growth. The company aims to complete the financing negotiations by the end of June 2020.
This release contains information which Avidly Plc makes public pursuant to the EU Market Abuse Regulation, article 17.
AVIDLY PLC
Board of Directors
Additional information:
Jesse Maula, CEO, Tel. +358 40 548 0248
Hans Parvikoski, CFO, Tel. +358 40 586 6154
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Avidly is Finland’s leading marketing and communications service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of around 230 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Avidly Plc, Company Annoucement, 14 May 2020 at 10.00 am EEST
AVIDLY PLC’S BOARD OF DIRECTORS RESOLVED ON A RIGHTS ISSUE AND PUBLISHES THE TERMS AND CONDITIONS AND BASIC INFORMATION DOCUMENT OF THE RIGHTS ISSUE
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLICATION WOULD BE ILLEGAL.
The Board of Directors of Avidly Plc (“Company” or “Avidly”) has on 14 May 2020, pursuant to an authorization granted by the Company’s annual general meeting on 1 April 2020, resolved to arrange a rights issue of approximately EUR 2.5 million (“Share Issue”).
Summary of the Share Issue
Background and purpose for the Share Issue
Avidly is one of Finland's largest Marketing Service providers and the leading company in the Nordic countries offering Marketing Automation Services (Inbound) based on HubSpot technology. The Company's services comprehensively cover the implementation and design of marketing, advertising, communications as well as sales expert services for public administration and medium-sized and large companies.
Avidly aims at strong growth. In the Inbound business, the goal is to substantially grow services on existing markets and to be a pioneer in the digitalisation of the industry. Goal for the Marketing Services is profitable growth in Finland as a full-service marketing agency.
The Company's Board of Directors has resolved on a rights issue of approximately EUR 2.5 million to strengthen the Company's equity.
Terms and conditions of the Share Issue
A Company’s shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the Share Issue’s Record Date or, in respect of nominee-registered shares, a shareholder on whose behalf the shares have been registered in the above-mentioned shareholders’ register on the Record Date, shall automatically receive one (1) freely transferrable book-entry-form Subscription Right per each one (1) share he/she/it holds on the Record Date.
A holder of the Subscription Right is entitled to subscribe for one (1) Offered Share of the Company per each one (1) Subscription Right.
The Subscription Price is EUR 1.00 per Offered Share. The Subscription Price includes a discount, customary in rights issues, compared to the closing price of the Company’s share in First North marketplace on the trading day immediately preceding the resolution on the Share Issue. The Subscription Price shall be credited in its entirety into the reserve for invested unrestricted equity of the Company.
The Subscription Period of the Share Issue will commence on 22 May 2020 at 9:30 EET and expire on 5 June 2020 at 16:30 EET. The Subscription Right must be exercised during the Subscription Period.
The Subscription Rights are subject to trading on the First North marketplace from 22 May 2020 at 10:00 EET to 1 June 2020 at 18:25 EET.
The Subscription Price must be paid in full, multiplied by the number of subscribed Offered Shares, in connection with completing the subscription, in accordance with the instructions of the account operator, custodian or nominee. The Subscription Price may also be paid by offsetting the Subscription Price against undisputed capital or interest receivables related to interest-bearing loans of the Company, in which case the Board of Directors of the Company will provide the instructions regarding such payment separately.
In the event that not all the Offered Shares have been subscribed for pursuant to the Primary Subscription Right, the following parties are entitled to subscribe for Offered Shares, not subscribed with Primary Subscription Rights:
Right to the Secondary Subscription is not transferrable.
In the event that not all the Offered Shares have been subscribed pursuant to the Primary Subscription Right, or after this in the Secondary Subscription, the unsubscribed Offered Shares may be distributed in a manner resolved by the Company’s Board of Directors. The Board of Directors of the Company will decide on the manner and period of subscription as well as the term of payment of such allocated Offered Shares. The Company’s Board of Directors has the full right to approve or reject such subscriptions.
In the event that not all the Offered Shares have been subscribed for pursuant to the Primary Subscription Right and the Secondary Subscription is oversubscribed, the Company’s Board of Directors shall determine the allocation of the Offered Shares in the following manner:
The Company shall publish the final result of the Share Issue with a company release approximately on 10 June 2020.
If the Company’s shares entitling to Subscription Rights are pledged or subject to another restriction, the Subscription Rights may not necessarily be exercised without the consent of the pledgee or other holder of the relevant right.
The Interim Shares are subject to trading on the First North marketplace as a separate class as of 8 June 2020. The Interim Shares shall be combined with the Company's current share class approximately on 15 June 2020.
The Offered Shares approved and paid for in the Share Issue shall be registered with the Finnish Trade Register, by the Company's Board of Directors, approximately on 12 June 2020. The Offered Shares shall be subject to trading on the First North marketplace approximately on 15 June 2020.
As a result of the Share Issue, the total number of shares in the Company may increase from 2 487 502 shares to maximum of 4 975 004 shares. Provided that the Share Issue shall be subscribed in full, the Offered Shares shall correspond to 100 percent of the Company’s existing shares and votes vested in them, prior to the Share Issue and to 50 percent of all the shares in the Company and votes vested in them, after execution of the Share Issue.
Each Offered Share entitles its holder to one (1) vote at the general meeting of the Company. The Offered Shares entitle to full dividend possibly paid by the Company and generate other shareholders' rights in the Company from the time the Offered Shares are entered in the Finnish Trade Register approximately on 12 June 2020 and entered in the Company's shareholder register maintained by Euroclear Finland Oy approximately on 15 June 2020.
The detailed terms and conditions of the Share Issue are attached to this company release.
Use of funds from the Share Issue
The purpose of the Share Issue is to strengthen the Company's equity.
Planned timetable for the Share Issue
| 18 May 2020 | Record Date of the Share Issue |
| 22 May - 1 June 2020 |
Trading in Subscription Rights on First North marketplace |
| 22 May - 5 June 2020 |
Subscription Period of the Share Issue |
| 8 June 2020 (estimated) | Trading in the interim shares on First North marketplace commences |
| 9 June 2020 (estimated) | Initial result of the Share Issue is published |
| 10 June 2020 (estimated) | Final result of the Share Issue is published |
| 12 June 2020 (estimated) | Offered Shares subscribed in the Share Issue are registered with the Finnish Trade Register |
| 15 June 2020 (estimated) | Interim shares are combined with the existing share class of the Company on First North marketplace |
| 15 June 2020 (estimated) | Shares subscribed for in the Share Issue are admitted to trading on First North marketplace |
Basic information document
In connection with the Share Issue, a basic information document has been prepared in accordance with the Decree of the Ministry of Finance on the basic information document referred to in Chapter 3, Section 2 of the Securities Markets Act (1281/2018). The Basic Information Document and the terms and conditions of the Share Issue are available on the Company's website at https://investors.avidlyagency.com/en/shareissue-2020, and at the Company's registered office at Konepajankuja 1, 00510, Helsinki, Finland approximately as of 14 May 2020 until the end of the Subscription Period.
Advisor
DLA Piper Finland Attorneys Ltd acts as the Company’s legal advisor.
AVIDLY PLC
Board of Directors
Additional information:
Joakim Fagerbakk, Chairman of the Board of Directors, tel. +47 464 28 133 (in English)
Jari Tuovinen, Vice-chairman of the Board, tel. +358 500 593 000
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Information on Avidly Plc
Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of approximately 230 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Important notice
The information contained herein is not for publication or distribution, directly or indirectly, to Australia, Canada, Hong Kong, Japan, Singapore, South Africa, the United States or any other area where distribution would be contrary to applicable laws or regulations. There are specific legal or regulatory restrictions on the issuance, subscription and sale of securities in accordance with this release in certain countries. The Company assumes no responsibility in the event there is a violation of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to acquire the shares or other securities mentioned in this release. The securities covered by the release will not be sold or offered in territories where the offering, acquisition or sale of such securities would be illegal prior to their registration or exemption from registration or other approval under the securities laws of those territories.
The shares, subscription rights or paid-in subscribed shares (“Securities”) issued by Avidly, which are mentioned in this release, have not been and will not be registered under the United States Securities Act of 1933, as amended, (“U.S. Securities Act”) or any other legislation of the U.S. state or region, and the Securities may not be offered, subscribed, exploited, pledged, sold, resold, delivered or transferred, directly or indirectly, to the United States or to U.S. citizens or on behalf of or for the benefit of such persons except under applicable U.S. Securities Act registration exemption and applicable U.S. state or territory legislation.
The Company has not authorized the offering of securities to the public in any member state of the European Economic Area other than Finland. No measures have been or will be taken in any member state of the European Economic Area to offer securities to the public that would require the publication of a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council.
The information presented here is intended only for (i) persons who are outside the United Kingdom or (ii) persons with professional experience in investing within Article 19(5) of the United Kingdom’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) and (iii) high net worth entities or other persons to whom the document may be lawfully disclosed pursuant to Article 49(2) of the Order (all the above persons together being referred to as "Relevant Persons"). All investment activities related to this release are available only to the Relevant Persons and will only be undertaken with the Relevant Persons. No one who is not a Relevant Person should act on the basis of this document or rely on its contents.
The information contained in this release is for background information purposes only and is not intended to be full or complete. No reliance may or should be placed on the completeness, accuracy, or fairness of the information contained in this document for any purpose. The information in this document is subject to change.
APPENDIX 1: TERMS AND CONDITIONS OF AVIDLY PLC’S RIGHTS ISSUE 2020
Avidly Oyj - Rights issue terms and conditions ENG - FINAL 2020 05 14 1 »
INITIAL RESULT OF AVIDLY PLC’S RIGHTS ISSUE: RIGHTS ISSUE OVERSUBSCRIBED
Avidly Plc, company release, 9 June 2020 at 16:40 pm EEST
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLICATION WOULD BE ILLEGAL.
The initial result of Avidly Plc’s (“Company” or “Avidly”) rights issue of maximum of 2,487,502 new shares (“Share Issue”) for which the subscription period ended 5 June 2020 indicates that 2,101,117 new shares offered (the “Offered Shares”), corresponding to approximately 84.47 percent of the Offered Shares, were subscribed for pursuant to the exercise of subscription rights. Additionally, 1,455,542 Offered Shares were subscribed for in the secondary subscription of the Share Issue. Therefore, a total of 3,556,659 Offered Shares were subscribed for in the Share Issue, corresponding to approximately 142.98 percent of the Offered Shares, and the Share Issue is therefore oversubscribed. The subscription price was EUR 1.00 per Offered Share in the Share Issue. As a result of the Share Issue, Avidly will receive approximately EUR 2.5 million as new equity before taking into account any transaction costs in relation to the Share Issue.
The final result of the Share Issue will be published on or about 10 June 2020 after the Company’s Board of Directors has approved the subscriptions made in the Share Issue. Allocation of Offered Shares subscribed in secondary subscription will be made in accordance with the terms and conditions of the Share Issue. As a result of the Share Issue, the total number of shares in the Company will increase by 2,487,502 from 2,487,502 to 4,975,004.
The Offered Shares subscribed and paid acceptably in the Share Issue will be registered with the Finnish Trade Register on or about 15 June 2020. The last day of trading in interim shares on Nasdaq First North Growth Market Finland marketplace will be on or about 15 June 2020. Interim shares will be combined with the existing shares of the Company on or about 16 June 2020. Trading in the Offered Shares is expected to commence on Nasdaq First North Growth Market Finland marketplace on or about 16 June 2020.
Each Offered Share entitles its holder to one (1) vote at the annual general meeting of the Company. The Offered Shares will entitle their holders to possible dividend, if any, and to other shareholder rights in the Company after they have been registered with the Finnish Trade Register and recorded in the Company’s shareholder register maintained by Euroclear Finland Oy.
AVIDLY PLC
Additional information:
Hans Parvikoski, CFO tel. +358 40 586 6154
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Information on Avidly Plc
Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of approximately 230 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Important notice
The information contained herein is not for publication or distribution, directly or indirectly, to Australia, Canada, Hong Kong, Japan, Singapore, South Africa, the United States or any other area where distribution would be contrary to applicable laws or regulations. There are specific legal or regulatory restrictions on the issuance, subscription and sale of securities in accordance with this release in certain countries. The Company assumes no responsibility in the event there is a violation of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to acquire the shares or other securities mentioned in this release. The securities covered by the release will not be sold or offered in territories where the offering, acquisition or sale of such securities would be illegal prior to their registration or exemption from registration or other approval under the securities laws of those territories.
The shares, subscription rights or paid-in subscribed shares (“Securities”) issued by Avidly, which are mentioned in this release, have not been and will not be registered under the United States Securities Act of 1933, as amended, (“U.S. Securities Act”) or any other legislation of the U.S. state or region, and the Securities may not be offered, subscribed, exploited, pledged, sold, resold, delivered or transferred, directly or indirectly, to the United States or to U.S. citizens or on behalf of or for the benefit of such persons except under applicable U.S. Securities Act registration exemption and applicable U.S. state or territory legislation.
The Company has not authorized the offering of securities to the public in any member state of the European Economic Area other than Finland. No measures have been or will be taken in any member state of the European Economic Area to offer securities to the public that would require the publication of a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council.
The information presented here is intended only for (i) persons who are outside the United Kingdom or (ii) persons with professional experience in investing within Article 19(5) of the United Kingdom’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) and (iii) high net worth entities or other persons to whom the document may be lawfully disclosed pursuant to Article 49(2) of the Order (all the above persons together being referred to as "Relevant Persons"). All investment activities related to this release are available only to the Relevant Persons and will only be undertaken with the Relevant Persons. No one who is not a Relevant Person should act on the basis of this document or rely on its contents.
The information contained in this release is for background information purposes only and is not intended to be full or complete. No reliance may or should be placed on the completeness, accuracy, or fairness of the information contained in this document for any purpose. The information in this document is subject to change.
FINAL RESULT OF AVIDLY PLC’S RIGHTS ISSUE
Avidly Plc, company release, 10 June 2020 at 4 pm EEST
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLICATION WOULD BE ILLEGAL.
The final result of Avidly Plc’s (“Company” or “Avidly”) rights issue of maximum of 2,487,502 new shares (“Share Issue”) shows that 2,101,117 shares, corresponding to approximately 84.47 percent of the new shares offered (the “Offered Shares”), were subscribed for pursuant to the exercise of subscription rights. The remaining 386,385 Offered Shares have been allocated in accordance with the terms and conditions of the Share Issue first to the key persons belonging to the management of Avidly Group, nominated by the board of directors, who are Jesse Maula, CEO of the Company, Hans Parvikoski, CFO and Ingunn Bjøru, COO, Inbound for the part of the 264 000 Offered Shares, and thereafter to those who have made secondary subscriptions in accordance with the terms and conditions of the Share Issue. Therefore altogether 2,487,502 Offered Shares have been acceptably subscribed for in the Share Issue. As a result of the Share Issue, the total number of shares in the Company will increase by 2,487,502 from 2,487,502 to 4,975,004.
The subscription price in the Share Issue was EUR 1.00 per a Offered Share. As a result of the Share Issue, Avidly receives approximately EUR 2.5 million as new equity before taking into account any transaction costs in relation to the Share Issue.
“I want to thank all existing and new shareholders for the commitment and trust they have shown in Avidly. Completion of the rights issue will strengthen Avidly’s financial position and enable us to develop the company in the long-term. We are now well placed to take advantage of the opportunities in the market while driving growth in our focus areas,” Jesse Maula, CEO of Avidly.
The Offered Shares subscribed and paid acceptably in the Share Issue will be registered with the Finnish Trade Register on or about 15 June 2020. The last day of trading in interim shares on Nasdaq First North Growth Market Finland marketplace will be on or about 15 June 2020. Interim shares will be combined with the existing shares of the Company on or about 16 June 2020. Trading in the Offered Shares is expected to commence on Nasdaq First North Growth Market Finland marketplace on or about 16 June 2020.
Management’s ownership in the Company aligns the objectives of the Company’s shareholders and the management for the benefit of the Company and therefore a weighty financial reason exists to issue the Offered Shares to the key persons in the secondary subscription in accordance with the terms and conditions of the Share Issue.
Each Offered Share entitles its holder to one (1) vote at the annual general meeting of the Company. The Offered Shares will entitle their holders to possible dividend, if any, and to other shareholder rights in the Company after they have been registered with the Finnish Trade Register and recorded in the Company’s shareholder register maintained by Euroclear Finland Oy.
AVIDLY PLC
Board of Directors
Additional information:
Hans Parvikoski, CFO tel. + 358 40 586 6154
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Information on Avidly Plc
Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of approximately 230 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en
Important notice
The information contained herein is not for publication or distribution, directly or indirectly, to Australia, Canada, Hong Kong, Japan, Singapore, South Africa, the United States or any other area where distribution would be contrary to applicable laws or regulations. There are specific legal or regulatory restrictions on the issuance, subscription and sale of securities in accordance with this release in certain countries. The Company assumes no responsibility in the event there is a violation of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to acquire the shares or other securities mentioned in this release. The securities covered by the release will not be sold or offered in territories where the offering, acquisition or sale of such securities would be illegal prior to their registration or exemption from registration or other approval under the securities laws of those territories.
The shares, subscription rights or paid-in subscribed shares (“Securities”) issued by Avidly, which are mentioned in this release, have not been and will not be registered under the United States Securities Act of 1933, as amended, (“U.S. Securities Act”) or any other legislation of the U.S. state or region, and the Securities may not be offered, subscribed, exploited, pledged, sold, resold, delivered or transferred, directly or indirectly, to the United States or to U.S. citizens or on behalf of or for the benefit of such persons except under applicable U.S. Securities Act registration exemption and applicable U.S. state or territory legislation.
The Company has not authorized the offering of securities to the public in any member state of the European Economic Area other than Finland. No measures have been or will be taken in any member state of the European Economic Area to offer securities to the public that would require the publication of a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council.
The information presented here is intended only for (i) persons who are outside the United Kingdom or (ii) persons with professional experience in investing within Article 19(5) of the United Kingdom’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) and (iii) high net worth entities or other persons to whom the document may be lawfully disclosed pursuant to Article 49(2) of the Order (all the above persons together being referred to as "Relevant Persons"). All investment activities related to this release are available only to the Relevant Persons and will only be undertaken with the Relevant Persons. No one who is not a Relevant Person should act on the basis of this document or rely on its contents.
The information contained in this release is for background information purposes only and is not intended to be full or complete. No reliance may or should be placed on the completeness, accuracy, or fairness of the information contained in this document for any purpose. The information in this document is subject to change.
Last updated
2. March, 2021
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