Press Release 25 October 2017 at 6:40 P.M.
Nixu Corporation intends to offer 500,000 – 750,000 new shares to institutional investors in an accelerated book-built 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.
Nixu Corporation (the "Company") intends to offer preliminarily 500,000 – 750,000 new shares in the Company (the "Offer Shares") to institutional investors in an accelerated book-built offering deviating from the shareholders pre-emptive subscription rights (the "Offering"). The final number of Offer Shares offered and the price at which the Offer Shares are to be offered will be decided by the Board of Directors of the Company at the close of the book-building process. The Offering will be carried out based on the authorisation given by the Company’s Extraordinary General Meeting to the Board of Directors on 30 October 2014. The final number of Offer Shares issued in the Offering may be higher than the planned preliminary maximum number of Offer Shares.
The Offering is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Carnegie Investment Bank AB to a selected group of domestic and international institutional investors. The number of the Offer Shares to be issued and the price of the Offer Shares will be announced after the close of the book-building process.
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 after the completion of the Offering 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 Offering is completed 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.
Reasons for the Offering and Use of Proceeds
The objective of the Offering is to secure the Company’s capability to carry out acquisitions in accordance with its growth strategy and ensure the optimum structure of the balance sheet. The Offering also serves to increase the investors’ interest towards the Company and especially the number of international institutional shareholders, which supports the Company’s aim on internationalization. The Company has weighty financial reasons to deviate from the shareholders’ pre-emptive subscription right, because by offering the Shares to a selected group of institutional investors it is possible to receive a significant amount of financing needed to carry out acquisitions and to fulfil working capital requirements relating to acquisitions in an accelerated time schedule as equity financing with the terms which are estimated to be beneficial to the Company, and which, in the view of the Company’s Board of Directors, would not be otherwise available to the Company. By expanding the shareholder base outside Finland the Company improves its ability to secure its funding also in the future.
The Company aims to use the proceeds from the Offering to potential business acquisitions and organic growth. However, the Company cannot guarantee that it is able to execute acquisitions with terms that would be acceptable for the Company.
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 regards to the share issue or other matters referred here to.