AFFECTO PLC -- STOCK EXCHANGE RELEASE -- 2 OCTOBER 2017 at 16:20 EET
THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
FINAL RESULTS OF CGI NORDIC INVESTMENTS LIMITED’S TENDER OFFER FOR ALL ISSUED AND OUTSTANDING SHARES IN AFFECTO PLC AND SUBSEQUENT OFFER PERIOD
CGI Nordic Investments Limited (the "Offeror"), an indirect wholly-owned subsidiary of CGI Group Inc. ("CGI"), commenced a voluntary recommended public tender offer to purchase all the issued and outstanding shares in Affecto Plc ("Affecto") that are not owned by Affecto or any of its subsidiaries (the "Tender Offer") on 30 August 2017. The offer period of the Tender Offer expired on 27 September 2017.
The Offeror has today on 2 October 2017 published a press release, according to which:
- According to the final results of the Tender Offer, the shares tendered in the Tender Offer represent approximately 94.79 percent of all the shares and voting rights in Affecto (excluding shares owned by Affecto or any of its subsidiaries).
- On 27 September 2017, the Offeror supplemented the Tender Offer document confirming that all necessary regulatory approvals required for the completion of the Tender Offer had been obtained.
- Consequently, all conditions to complete the Tender Offer have been fulfilled and the Offeror will complete the Tender Offer in accordance with its terms and conditions.
- The settlement of the completion trades of the Tender Offer and the payment of the consideration to Affecto’s shareholders, who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer, is intended to take place on or about 6 October 2017.
- In order to allow the shareholders who have not tendered their shares the possibility to accept the Tender Offer, the Tender Offer is extended by a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the "Subsequent Offer Period"). The Subsequent Offer Period will commence on 3 October 2017 and expire on 17 October 2017.
- During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. The acceptance of the Tender Offer during the Subsequent Offer Period will be binding and cannot be withdrawn. Further information and instructions can be obtained from the branch offices of cooperative banks belonging to the OP Financial Group and on the internet at www.op.fi/merkinta.
- The Offeror will announce the initial percentage of the shares validly tendered during the Subsequent Offer Period on or about 18 October 2017 and the final percentage on or about 20 October 2017. In respect of the Subsequent Offer Period the settlement of the completion trades of the Tender Offer and the payment of the offer consideration to shareholders is intended to take place on or about 26 October 2017.
- The Offeror’s intention is to acquire all the shares in Affecto. As the Offeror’s ownership will exceed 90 per cent of the shares and voting rights (excluding shares owned by Affecto or any of its subsidiaries) after the settlement of the shares already tendered in the Tender Offer, the Offeror intends to initiate at the earliest practical time the mandatory redemption procedure in accordance with the Finnish Companies Act (624/2006, as amended).
- The Offeror may purchase Affecto shares also in the public trading on Nasdaq Helsinki Ltd or otherwise at a price not exceeding EUR 4.55 per share.
The press release of the Offeror referred to above is attached in its entirety as Appendix 1 to this stock exchange release.
AFFECTO PLC
Board of Directors
ADDITIONAL INFORMATION
For additional information, please contact:
Affecto
Chairperson of the Board, Magdalena Persson
tel. +46 733 920 508
e-mail magdalena.persson@affecto.com
CEO, Juko Hakala
tel. +358 20 577 7450
e-mail juko.hakala@affecto.com
CGI IN THE NORDICS IN BRIEF
With nearly 8,000 professionals in 55 offices across Denmark, Estonia, Finland, Norway and Sweden, CGI has a strong local presence across the Nordic IT services market. With a deep commitment to being the best in its industry across the Nordics and around the world, CGI serves as a market leader in end-to-end IT and business consulting services, solutions and outsourcing services. CGI's Nordic operation serves thousands of clients in public and private organisations to help them achieve operational efficiencies while harnessing innovation to better serve the digital needs of their customers and citizens.
CGI IN BRIEF
Founded in 1976, CGI Group Inc. is the fifth largest independent information technology and business process services firm in the world. Approximately 70,000 professionals serve thousands of global clients from offices and delivery centers across the Americas, Europe and Asia Pacific, leveraging a comprehensive portfolio of services including high-end business and IT consulting, systems integration, application development and maintenance, infrastructure management as well as 150 IP-based services and solutions. With annual revenue in excess of C$10 billion and an order backlog exceeding C$20 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Website: www.cgi.com
AFFECTO IN BRIEF
Affecto is a Northern European full-stack data house with expertise in data intensive technologies. Affecto's expertise ranges from enterprise information management to artificial intelligence. Affecto creates business value for its customers by helping them become data driven, thus transforming their businesses. Affecto has long term, committed customer relationships with a large number of essential Northern European companies as well as public institutions. Affecto has a local presence with 18 offices forming a powerful grid, and is a unique home for its 1000+ employees.
Appendix 1: Press release of CGI Nordic Investments Limited on 2 October 2017
DISCLAIMER
THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT WHEN AVAILABLE.
THE TENDER OFFER FOR THE SHARES IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
ACCORDINGLY, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES IS NOT BEING AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
