Press Release 26 October 2017 at 8:35 A.M.
Completion and results of Nixu Corporation’s share offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, NEW ZEALAND OR JAPAN.
With reference to the share offering of 500,000 – 750,000 shares announced on 25 October 2017 (the “Offering”), Nixu Corporation (the "Company") is pleased to announce that it will issue 750,000 new shares in the Company (the "Offer Shares") to institutional investors. The Offering was conducted as an accelerated book-building process carried out by Carnegie Investment Bank AB. The Offering was completed at the earlier announced maximum amount and it was well oversubscribed.
The Board of Directors of the Company approved on 25 October 2017 the subscriptions for the Offer Shares. The Offer Shares were offered to a selected group of domestic and international institutional investors in deviation from the shareholders pre-emptive subscription rights. More than 60 per cent of the Offer Shares were allocated to international investors. The subscription price was set at EUR 13.00 per Offer Share, amounting to total proceeds of EUR 9.75 million before commissions and expenses. The subscription price is approximately 0.5 per cent lower than the volume-weighted average price per share for October 2017. The subscription price is 7.1 per cent lower than the closing price of EUR 14.00 on 25 October 2017. The subscription price of the Offer Shares will be recorded into the invested unrestricted equity reserve of the Company.
The 750,000 Offer Shares subscribed in the Offering correspond to approximately 11.6 per cent of all the shares and voting rights in the Company immediately prior to the Offering and approximately 10.4 per cent of all the shares following the Offering. Following the Offering, the number of issued and outstanding shares of the Company will be 7,241,198.
The interim shares representing the Offer Shares are expected to be entered into the book-entry accounts of investors on or about 30 October 2017. The interim shares will be combined with the Company’s existing shares after the registration of the Offer Shares with the Trade Register maintained by the Finnish Patent and Registration Office on or about 1 November 2017. The Offer Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Offer Shares have been registered in the Trade Register. The Offer Shares are new shares of the Company that are equivalent to the existing share class of the Company.
The Company intends to make as soon as practicably possible an application for the admission into trading of the Offer Shares on First North Finland marketplace operated by Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange"). Public trading in the Offer Shares on the First North Finland marketplace is expected to commence on or about 1 November 2017, provided that the interim shares have been combined with the Company’s existing shares and that the Helsinki Stock Exchange approves the listing application in respect of the Offer Shares. The interim shares will not be applied to trading on the First North Finland marketplace.
In connection with the Offering, the Company has entered into a lock-up undertaking under which it has, subject to certain exceptions, agreed not to issue and/or sell any shares in the Company for a period ending 90 days after the closing of the Offering.
The Offering is managed by Carnegie Investment Bank AB as the Sole Lead Manager and Bookrunner. Borenius Attorneys Ltd is acting as legal advisor to the Company in the Offering.
Board of Directors
CEO Petri Kairinen, Nixu Corporation
Telephone: +358 40 832 1832, e-mail: email@example.com
Summa Capital Oy
Telephone: +358 20 743 0280
Nixu in brief:
Nixu Corporation is a cybersecurity company. We work to improve our clients’ cybersecurity in solution areas of Corporate IT, Digital Business and Industrial Internet. Our clients trust Nixu in projects where developing, implementing or assessing of information security is a must. We ensure the confidentiality of our clients' data, business continuity and ease-of-access to digital services through planning and mitigation of cybersecurity risks.
www.nixu.com, www.nixu.com/en/blog and twitter: @nixutigerteam
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.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. 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. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
Members of the public are not eligible to take part in the offering. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii) persons falling within article 49(2) ("high net worth companies, unincorporated associations, etc") 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.
Carnegie Investment Bank AB (“Carnegie”) acts only for and on behalf of Nixu Corporation in connection of the share issue. Carnegie does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than Nixu Corporation with regard to the share issue or other matters referred here to.