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NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE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
- In the Share Issue, Avidly will offer its shareholders a maximum of 2,487,502 new shares to be subscribed for (“Offered Shares”) in proportion to their holdings of existing shares.
- Each shareholder of Avidly receives one (1) book-entry-form subscription right, which entitles to subscribe Offered Shares ("Subscription Right"), against each of the Company’s share held by the shareholder on the record date of the Share Issue on 18 May 2020 (“Record Date").
- Each one (1) Subscription Right grants a right to subscribe for one Offered Share ("Primary Subscription Right") at a subscription price of one (1.00) euro (“Subscription Price”).
- The size of the Share Issue is approximately EUR 2.5 million.
- The purpose of the Share Issue is to strengthen the Company's equity.
- The subscription period for the Offered Shares commences on 22 May 2020 at 9:30 Finnish time and ends on 5 June 2020 at 16:30 Finnish time (“Subscription Period”).
- Subscription rights are freely transferrable. The Subscription Rights are subject to trading on the Nasdaq First North Growth Market Finland (“First North”) marketplace maintained by Nasdaq Helsinki Ltd as of 22 May 2020 and until 1 June 2020.
- In the event that not all Offered Shares have been subscribed for pursuant to the Subscription Rights, certain separately nominated key personnel of the Company and shareholders who have exercised the Subscription Rights in full and parties to whom the Subscription Rights have been transferred and have exercised the Subscription Rights have the right to subscribe for the Offered Shares (“Secondary Subscription”).
- In the event that not all Offered Shares have been subscribed for pursuant to the Primary Subscription Right or thereafter in a Secondary Subscription, the unsubscribed Offered Shares may be offered for subscription in the manner resolved by the Company’s Board of Directors.
- The Offered Shares approved in the Share Issue will be admitted to trading on the First North marketplace approximately on 15 June 2020.
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:
- Company’s and its group companies’ (the Company and companies belonging to the same group with it, each separately a “Group Company”) certain key persons, nominated by the Board of Directors of the Company, to whom the Company has, prior to the commencement of the Subscription Period, delivered a written confirmation on the right to participate in the subscription of Offered Shares and who are in an employment or service relationship with a Group Company on 14 May 2020 and who shall be in an employment or service relationship with a Group Company (“Group Management”) during the Subscription Period; and
- A shareholder who is registered in the Company’s shareholders’ register on the Record Date or, in respect of nominee-registered existing shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register maintained by Euroclear Finland Oy on the Record Date and who has exercised their Primary Subscription Right in full and a party to whom the Subscription Rights have been transferred and the party has exercised the 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:
- first to the Group Management up to the amount of Secondary Subscriptions and not exceeding the maximum amount of 314,000 Offered Shares. If the Share Issue is oversubscribed by such subscribers, the allocation of these subscribers is determined by the Company’s Board of Directors; and
- secondly to those parties who have made a Secondary Subscription in accordance with the Share Issue’s terms and conditions, and if the Share Issue is oversubscribed by such subscribers, the allocation for these subscribers is determined in proportion to the Subscription Rights exercised for the subscription of Offered Shares per book-entry account and will not exceed the amount of exercised Secondary Subscriptions and, where this is not possible, by drawing of lots.
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.
DLA Piper Finland Attorneys Ltd acts as the Company’s legal advisor.
Board of Directors
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
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