TECHNOPOLIS PLC STOCK EXCHANGE RELEASE NOVEMBER 5, 2018 at 7:30 p.m. EET
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE “IMPORTANT NOTICE” BELOW.
Special Representative Appointed for the Arbitration Proceedings Concerning the Redemption of the Remaining Shares in Technopolis Plc
Kildare Nordic Acquisitions S.à r.l. (the “Offeror”) completed on October 16, 2018 a voluntary public cash tender offer for all the issued and outstanding shares in Technopolis Plc (“Technopolis”) which are not held by Technopolis or its subsidiaries (the “Shares”) (the “Tender Offer”) and announced on October 17, 2018 that the Offeror will exercise its redemption right pursuant to the Finnish Companies Act. The Offeror has commenced the redemption proceedings in respect of the remaining Shares in Technopolis by initiating arbitration proceedings in accordance with Chapter 18, Section 3 of the Finnish Companies Act in order to obtain ownership of all the Shares in Technopolis.
Following the application in respect of the above-mentioned arbitration proceedings by the Offeror, the Redemption Board of the Finland Chamber of Commerce has petitioned the District Court of Oulu for the appointment of a special representative to further the interests of the minority shareholders of Technopolis in the redemption proceedings. With its decision given on November 5, 2018, the District Court of Oulu has appointed Tiina Lind, M.Sc. (Econ.), to act as such special representative pursuant to Chapter 18, Section 5 of the Finnish Companies Act.
The Offeror’s notice, as referred to in Chapter 18, Section 5, Subsection 2 of the Finnish Companies Act, is attached to this release.
Technopolis Plc
Outi Raekivi, Chief Legal Officer, tel. +358 50 303 9393
Kildare Partners
Emer Finnan, Partner, tel. +44 (0)207 045 3100
Kildare Partners in brief:
Kildare Partners is a real estate investment firm, founded in 2013, that has raised over EUR 3.5 billion of discretionary equity capital commitments from an institutional group of investors, which includes pension funds, endowment funds and sovereign wealth funds. Since its inception, Kildare Partners has acquired circa EUR 4.4 billion of real estate assets across the United Kingdom, Germany, the Netherlands, Ireland, Italy, Sweden, Norway, France, Portugal and Belgium.
Technopolis in brief:
Technopolis is a shared workspace expert. It provides efficient and flexible offices, coworking spaces and everything that goes with them. Technopolis’ services run from designing the workspace to reception, meeting solutions, restaurants and cleaning. Technopolis is obsessed with customer satisfaction and value creation. Its 17 campuses host 1,600 companies with 50,000 employees in six countries within the Nordic and Baltic Sea region. Technopolis Plc (TPS1V) is listed on Nasdaq Helsinki. www.technopolis.fi/en
IMPORTANT NOTICE
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA (“HONG KONG”), JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE TECHNOPOLIS SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE, AND THE TECHNOPOLIS SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. 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 LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY ANY MEANS OR INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE) AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
Notice to Shareholders in the United States
U.S. shareholders are advised that the shares in Technopolis are not listed on a U.S. securities exchange and that Technopolis is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Tender Offer is made to Technopolis’ shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Technopolis to whom an offer is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Technopolis’ other shareholders.
The Tender Offer is made for the issued and outstanding shares in Technopolis, a Finnish company. Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included in this stock exchange release or in the tender offer document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
It may be difficult for Technopolis’ shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Technopolis are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Technopolis’ shareholders may not be able to sue the Offeror or Technopolis or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Technopolis and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, Technopolis shares or any securities that are convertible into, exchangeable for or exercisable for such Technopolis shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Technopolis of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Technopolis, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the tender offer document. Any representation to the contrary is a criminal offence in the United States.
Disclaimer
J.P. Morgan Securities plc, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of J.P. Morgan Securities plc, and will not be responsible to any person for providing advice in relation to the Tender Offer.
Nordea Bank Abp is acting as Finnish financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of Nordea Bank Abp nor for providing advice in relation to the Tender Offer or the other matters referred to in this stock exchange release. For the avoidance of doubt, Nordea Bank Abp is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Tender Offer with investors located within the United States. U.S. shareholders should contact their brokers with any questions relating to the Tender Offer.
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) in cooperation with the Finnish Financial Supervisory Authority (Finanssivalvonta). Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is acting as financial adviser to Technopolis and no one else for the purpose of the consideration of the Tender Offer and will not be responsible to anyone other than Technopolis for providing the protection offered to clients of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch nor for providing advice in relation to the Tender Offer.
Appendix: Unofficial translation of the Offeror’s notice, as referred to in Chapter 18, Section 5, Subsection 2 of the Finnish Companies Act
To the Shareholders of Technopolis Plc
Notice Pursuant to Chapter 18, Section 5, Subsection 2 of the Limited Liability Companies Act Regarding an Application Pursuant to Chapter 18, Section 4, Subsection 1 of the Limited Liability Companies Act
1. Right of Redemption
According to Chapter 18, Section 1 of the Finnish Limited Liability Companies Act, a shareholder with more than nine-tenths (9/10) of all shares and votes in the company shall have the right to redeem the shares of the other shareholders at the fair price.
Kildare Nordic Acquisitions S.à r.l (“Kildare”) notified Technopolis Plc (“Technopolis”) on 17 October 2018, pursuant to Chapter 18, Section 2 of the Limited Liability Companies Act, of the commencement of the right of redemption. As at 16 October 2018, Kildare owned a total of 144,812,127 shares in Technopolis, representing more than nine-tenths of all shares and votes conferred by shares in Technopolis.
As Kildare holds, when calculated in the manner provided for in Chapter 18, Section 1, Subsection 2 of the Limited Liability Companies Act, more than nine-tenths of the shares and votes in Technopolis, Kildare has the right to redeem the shares of the other shareholders of Technopolis. Information on the right of redemption was entered in the Finnish Trade Register on 23 October 2018.
2. Appointment of the Arbitral Tribunal, Commencement of the Redemption Proceedings, and the Redemption Request
On 19 October 2018, Kildare submitted to the Redemption Committee of the Finland Chamber of Commerce (the “Redemption Committee”) an application pursuant to Chapter 18, Section 4, Subsection 1 of the Limited Liability Companies Act for the appointment of a three-member arbitral tribunal in the redemption matter concerning Technopolis’s minority shares and requested that the Redemption Committee commence arbitration proceedings under Chapter 18, Section 3 of the Limited Liability Companies Act for the redemption of all the shares issued by Technopolis, excluding shares in Technopolis owned by Kildare and Technopolis, respectively. The application and the Redemption Committee’s letter regarding it will be sent separately without undue delay to all known minority shareholders of Technopolis.
Kildare requests that the arbitral tribunal set the redemption price of a Technopolis share at EUR 4.65 per share. The demanded redemption price is the same at which Kildare offered to buy Technopolis’s issued shares in the voluntary tender offer announced on 28 August 2018 pursuant to Chapter 11 of the Securities Market Act. In the tender offer, a cash consideration of EUR 4.65 per each Technopolis share was offered.
The offer price corresponds to a premium of approximately
(i) 13.7 per cent compared to the closing price (EUR 4.09) of the Technopolis share on Nasdaq Helsinki on the last trading day (27 August 2018) before the announcement of the tender offer;
(ii) 19.5 per cent compared to the volume-weighted average trading price (EUR 3.89) of the Technopolis share on Nasdaq Helsinki in the three-month period preceding the announcement of the tender offer; and
(iii) 18.6 per cent compared to the volume-weighted average trading price (EUR 3.92) of the Technopolis share on Nasdaq Helsinki in the twelve-month period preceding the announcement of the tender offer.
According to Chapter 18, Section 7 of the Limited Liability Companies Act, the fair price of the share prior to the commencement of the arbitration shall serve as the basis for the determination of the redemption price. The fair price of the Technopolis share is EUR 4.65 per share, and this shall be confirmed as the redemption price.
3. Special Representative
Based on the application filed by Kildare, the Redemption Committee has petitioned the Oulu District Court for the appointment of a special representative to look after the interests of the minority shareholders of Technopolis in the arbitration proceedings. The special representative has the right and obligation to present facts and evidence on behalf of the minority shareholders in support of their case in the arbitration proceedings. The special representative shall not be competent to make or accept demands concerning the redemption on behalf of the minority shareholders or to undertake measures that are in conflict with the measures taken by the minority shareholders.
The Oulu District Court has appointed Tiina Lind, M.Sc. (Econ.), as the special representative in its decision of 5 November 2018, Record No. H 18/19119. The contact information of the special representative is as follows:
Tiina Lind, M.Sc. (Econ.)
BDO Oy
Vattuniemenranta 2
00210 Helsinki, Finland
Telephone: +358 40 528 2159
E-mail: tiina.lind@bdo.fi
Helsinki, 5 November 2018
Kildare Nordic Acquisitions S.à r.l
Markus Manninen
Attorney-at-law, trained on the bench, Espoo
Hannes Snellman Attorneys Ltd