AKTSIASELTS INFORTAR results of the initial public offering of its shares and final price
AKTSIASELTS INFORTAR (registry code: 10139414, address Sadama tn 5, 10111, Tallinn, Estonia; the Company) announces the results of the initial public offering of its shares (the Offering) and the final price of the Offering (Offer Price).
Offer Price
In consultation with AS LHV Pank and Swedbank AS (together as the Arrangers) and taking into account the results of the book-building process as to the interest of institutional investors, the Company has approved the final Offer Price of 26.00 euro per one Offer Share.
Results of the Offering
During the Offering the Company offered up to 1,200,000 newly issued ordinary shares with the possibility to increase the number of offered ordinary shares up to 1,800,000 newly issued ordinary shares (the ordinary shares offered by the Company hereinafter together referred as Offer Shares and all the shares of the Company hereinafter as the Shares).
In addition, Swedbank AS (Stabilising Arranger) had the right to, in consultation with AS LHV Pank, pursuant to the allocation of the Offering decided by the Company, allocate to the investors additionally up to 180,000 Offer Shares (Overallotment Shares).
During the Offering the investors subscribed for a total of 1,375,445 Offer Shares, which means that the base volume of the Offering was oversubscribed by 175,445 Shares. In total 5517 investors participated in the Offering and the total monetary amount of the subscriptions submitted by the investors in the Offering reached 41.4 million euro (taking into account the demand in institutional offering and the price of 32.00 euro in case of retail offering), which exceeds the monetary base volume of the Offering i.e. 31.2 million euro (calculated from the minimum price of the price range – 26.00 euro) by 1.3 times. Infortar decided to not use its right to increase the volume of the Offering and it was decided to allocate to the investors 160,000 Overallotment Shares. Thus, as a result of allocation, a total of 1,360,000 Offer Shares shall be distributed to the investors. The monetary gross value of the Offering was 35,360,000 euro.
Chairman of the Management Board of Infortar Ain Hanschmidt:
„When the economy is falling then Infortar is growing, raising funds and becomes listed on stock exchange. By organising this IPO, we moved against the flow as is the norm for us and achieved a strong result in a difficult environment. Becoming public and the capital raised gives us an additional boost for international expansion. We give thanks to all of those who trusted in us and our portfolio – all retail investors shall receive all the Shares they subscribed for on the lowest price level.”
LHV Head of Investment Banking Mihkel Torim:
„Infortar’s IPO is the biggest in the Baltics during the last two years and based on market cap it is the third biggest company at Nasdaq Tallinn Stock Exchange. Despite difficult times, the transaction was successful and provides Infortar and opportunity to realise its development plans as a public company with wide investor base. The active participation of retail investors is also pleasing as it was an important focus point for the Company.“
Allocation of Offer Shares and listing of the Shares
Allocation of Offer Shares to retail investors was based on the following principles:
-
All subscription orders from the same subscriber were summed up;
-
Each retail investor is allocated the number of Shares they subscribed for.
Holders of Offer Shares allocated in the Offering will be eligible for any dividends paid by the Company for the financial year started on 1 January 2023, and for any subsequent financial year.
Offer Shares allocated to investors are expected to be transferred to the securities accounts of the investors on or about 13 December 2023. Trading with all the existing Shares of the Company on Nasdaq Tallinn Stock Exchange Baltic Main List is expected to commence on or about 14 December 2023, under ticker INF1T.
More information
Kadri Laanvee
Head of Investor Relations of AS Infortar
kadri.laanvee@infortar.ee
https://infortar.ee/et/ipo
----Important Notice----
Not for release, directly or indirectly, in the United States of America or any other jurisdiction or under circumstances where to do so would be unlawful or to persons who are subject to financial sanctions imposed by competent authorities.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not make an investment decision with respect to securities referred to in this announcement without reading the Prospectus in order to fully understand the potential risks and rewards associated. The Shares of the Company are offered publicly only in Estonia. The Prospectus is available on the website of the EFSA (www.fi.ee) and on the website of the Company (https://infortar.ee/et/ipo). The approval of the Prospectus by the EFSA should not be understood as an endorsement of the securities.
This announcement shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any Shares 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. There shall be no Offering for persons who are subject to financial sanctions by competent authorities. Any offer to acquire the Shares will be made, and any investor should make his/her investment, solely on the basis of information that will be contained in the Prospectus and its possible supplements to be published in connection with such Offering. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.
This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus.
In the European Economic Area, with respect to any Member State, other than Estonia, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.
In the United Kingdom, this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation, which forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, who are also (i) investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are high net worth bodies corporate, unincorporated associations and partnerships or trustees or high value trusts falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iii) other persons to whom it may lawfully be communicated; (all such persons together being referred to as “Relevant Persons”). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Shares in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. The Company has not registered, and does not intend to register, any portion of the Offering in the United States, and does not intend to conduct a public offering of securities in the United States.
The Arrangers are acting exclusively for the Company and no one else in connection with the Offering. None of the Arrangers will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Offering or any transaction, matter, or arrangement referred to in this announcement.
In connection with the Offering, the Arrangers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by, the Arrangers and any of their affiliates acting as investors for their own accounts. In addition, the Arrangers (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Arrangers (or any of their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of the Arrangers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Arrangers and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and the Company’s shareholders, for which they would have received customary fees. The Arrangers and any of their respective affiliates may provide such services to the Company, the Company’s shareholders and any of their respective affiliates in the future.
In connection with the offer or sale of the Shares, the Stabilising Manager may within 30 days after the commencement of the trading purchase up to 160,000 of the Shares with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading (the “Stabilisation Period”). Any stabilisation action (which may or may not occur) will be conducted by the Stabilising Manager in accordance with all applicable laws and rules and may cease at any time.
None of the Arrangers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truthfulness, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Company’s shareholders and their affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.
Forward-looking statements
Certain statements contained in this announcement, including any information as to the Company’s strategy, plans or future financial or operating performance constitute “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors of the Company concerning, amongst other things, the Company’s results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.
By their nature, forward looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the Company’s actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward-looking statements contained in this announcement.
In addition, even if the Company’s results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.
|