Kojamo plc: The IPO of Kojamo has been oversubscribed and the final offer price is EUR 8.50 per share
Stock Exchange Release June 14, 2018, at 2:20 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Board of Directors of Kojamo Plc ("Kojamo" or "the Company") has today decided together with Ilmarinen Mutual Pension Insurance Company ("Ilmarinen"), Varma Mutual Pension Insurance Company ("Varma"), the Finnish Industrial Union, Trade Union for the Public and Welfare Sectors, Finnish Construction Trade Union, Service Union United PAM, Trade Union PRO and Trade Union of Education OAJ (together, the "Principal Sellers"), on the completion of the initial public offering of Kojamo (the "Offering"). The final price per Offer Share (as defined below) in the Offering is EUR 8.50 per Offer Share, corresponding to a market capitalization of approximately EUR 2,101 million immediately following the Offering.
Demand in the Offering was very strong and the Offering was oversubscribed. Trading in the shares in the Company (the "Shares") is expected to start on the pre-list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on or about June 15, 2018.
Kojamo will issue 17,665,039 new shares in the Company (the "New Shares") (the "Share Issue"), corresponding to approximately 7.1 percent of the total number of outstanding Shares after the Offering. In addition, the Principal Sellers and certain other shareholders of the Company (together with Principal Sellers, the "Sellers") will sell 39,202,312 existing Shares (the "Sale Shares") (the "Share Sale"). Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the "Offer Shares".
63,548,765 Offer Shares will be allocated in private placements to institutional investors in Finland and internationally (the "Institutional Offering"), assuming full exercise of the Over-allotment Option (as defined below) and 1,668,884 Offer Shares will be allocated to private individuals and entities in Finland (the "Public Offering"). In addition, 179,800 Offer Shares will be allocated to employees of the Company and to the members of the Management Team of the Company. The Offering drew significant interest from Finnish and international investors. For investors in Finland, the commitments given in the Public Offering will be accepted in full.
The Company will receive gross proceeds of approximately EUR 150 million from the Offering and the Sellers will receive gross proceeds of approximately EUR 406 million assuming full exercise of the Over-allotment Option. The total number of outstanding Shares will increase to 247,144,399 Shares after the New Shares offered in the Offering are registered in the Finnish Trade Register on or about June 14, 2018. The number of shareholders after the Offering will increase to more than 2,700 shareholders.
The shares subscribed for in the Public Offering are expected to be recorded in the book-entry accounts of investors who made approved commitments on or about the first banking day after the pricing (i.e., on or about June 15, 2018). The shares subscribed for in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about June 19, 2018.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent as soon as possible and on or about June 15, 2018 at the latest, to all investors who have submitted their commitments in the Public Offering. Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately five (5) banking days after the pricing (i.e., on or about June 21, 2018). If the investor's bank account is in a different financial institution than the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter.
Trading in the Shares is expected to commence on the pre-list of Nasdaq Helsinki on or about June 15, 2018 and on the official list of Nasdaq Helsinki on or about June 19, 2018. The ISIN code of the Shares is FI4000312251 and the share trading code is KOJAMO.
Principal Sellers have granted to Nordea Bank AB (publ), Finnish branch ("Nordea") as stabilizing manager (the "Stabilizing Manager") an option exercisable within 30 days from the commencement of trading in the Shares on Nasdaq Helsinki (which is estimated to occur between June 15, 2018 and July 14, 2018) to purchase a maximum of 8,530,098 additional Shares (the "Additional Shares") solely to cover over-allotments in connection with the Offering (the "Over-allotment Option"). The Additional Shares represent approximately 3.5 percent of the Shares and votes in the Company after the Share Issue.
The Stabilizing Manager may, to the extent permitted by applicable law, within 30 days from commencement of trading in the Shares on Nasdaq Helsinki (which is estimated to occur between June 15, 2018 and July 14, 2018), engage in measures that stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse ("Market Abuse Regulation") and the Commission Delegated Regulation (EU) 2016/1052 supplementing Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures. The Stabilizing Manager may sign a share lending agreement with Ilmarinen and Varma related to stabilization.
Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc ("J.P. Morgan") and Nordea have been appointed to act as joint global coordinators and joint bookrunners for the Offering (Goldman Sachs, J.P. Morgan and Nordea together, the "Joint Global Coordinators"), and OP Corporate Bank plc ("OP") has been appointed to act as joint bookrunner for the Offering (OP together with the Global Coordinators, the "Managers"). Goldman Sachs and J.P. Morgan act as Managers only for the Institutional Offering. Roschier, Attorneys Ltd. and Freshfields Bruckhaus Deringer LLP act as the legal advisers to the Company in the listing. White & Case LLP acts as the legal adviser to the Managers.
CEO Jani Nieminen:
I am very glad and pleased for the great interest which international and domestic investors, our staff, and private investors have shown in Kojamo's initial public offering. Kojamo is the largest private residential real estate company in Finland measured by fair value of investment properties. In recent years, our company has taken big development steps, and I believe that the listing will provide us with even better conditions to implement our growth strategy and to offer excellent customer experience. I want to thank all the investors who have participated in the offering for the trust they have shown towards Kojamo. I welcome all the new shareholders to build better urban housing with us.
Jani Nieminen, CEO of Kojamo, +358 20 508 3201
Erik Hjelt, CFO of Kojamo, +358 20 508 3225
For interview and other information requests:
Irene Kantor, Marketing and Communications Director of Kojamo, +358 20 508 3589
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement may be subject to change.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. These written materials do 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. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any 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 the 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 document refers, unless they do so on the basis of the information contained in the applicable offering document prepared 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 in that Member State by any measure implementing the Prospectus Directive in that 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 communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is directed only at (i) persons who are outside the United Kingdom, or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) 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.
None of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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 Managers are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.
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.
In connection with the Offering, each of the Managers and any of their respective affiliates, acting as investors for their own accounts, may purchase 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 the prospectus to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the Managers and any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of the Managers or any of their respective subsidiary undertakings, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement, and no liability is accepted for any such information or opinions. Each of the Managers or any such persons' directors, officers, employees or affiliates or any other person disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.
This announcement includes forward-looking statements, which include statements regarding the Company's business strategy, operating and financial targets, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential," "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the "Target Market Assessment"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Appropriate Channels for Distribution"). Distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the IPO.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.