Detection Technology Plc’s share issue and share sale concluded successfully
DETECTION TECHNOLOGY PLC COMPANY ANNOUNCEMENT 13 March 2015 at 3.00 pm
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Detection Technology Plc’s share issue and share sale concluded successfully
The Board of Directors of Detection Technology (“Detection Technology” or the “Company”) and the selling shareholders have decided on 13 March 2015 that the offering will be executed in full. The offering was oversubscribed. The final subscription price of the shares has been set at EUR 5.20 in both the institutional offering and the public offering and EUR 4.68 in the personnel offering. Detection Technology will receive proceeds from issuing 3,450,000 issue shares of approximately EUR 17.9 million, before taking into account offering related charges, fees and estimated costs to be paid by the Company.
The offering in brief
The Board of Directors of Detection Technology and the selling shareholders decided on 13 March 2015 on the completion of the offering, the number of the offer shares, and the final subscription price for the offer shares.
The final subscription price of the shares is EUR 5.20 in both the institutional offering and the public offering and EUR 4.68 in the personnel offering.
The offering was oversubscribed. Investors in the public offering are allocated 396,054 shares in the Company, investors in the personnel offering 59,333 shares in the Company and investors in the institutional offering are allocated 6,959,603 shares in the Company, assuming that the over-allotment option is exercised in full.
As a result of the offering, the Company has over 500 shareholders and the number of shares in the Company increases to 12,950,975 shares.
Following the Offering, Oy G.W.Sohlberg Ab is the largest shareholder with 5,028,530 shares, corresponding to 39 percent of all shares and votes
Detection Technology receives proceeds of approximately EUR 17.9 million from the issue of the issue shares, and the selling shareholders receive proceeds of approximately EUR 17.9 million from the sale of the sale shares before fees and expenses to be paid in the Offering.
The shares subscribed for in the offering are expected to be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 13 March 2015 and trading in the Company’s shares will commence on 16 March 2015 under the share trading code DETEC.
Participants in the retail offering will be sent a confirmation of accepted subscriptions on or about 16 March, 2015. Any excess payments made in connection with the purchase commitments will be returned to investors on or about 19 March, 2015. If the investor’s bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no more than two (2) banking days later.
The lead manager has entered into a share lending agreement with Oy G.W.Sohlberg Ab related to the over-allotment option and stabilization of the offering. In connection with the offering, the lead manager may, within 30 days of the commencement of the trading of the shares on the NASDAQ OMX First North Finland -marketplace, engage in measures which stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buyback programs and stabilization of financial instruments.
Hannu Martola, President and CEO of Detection Technology Plc
“We are pleased and proud of the strong interest investors have shown towards Detection Technology and we want to thank everyone who participated in our IPO. Our new shareholders will enable an even faster implementation of our growth strategy. We will strengthen the technology base, invest in production capacity and continue to pursue our international expansion. We look forward to developing Detection Technology as a listed company together with our existing and new shareholders.”
Andreas Tallberg, Chairman of the Board of Directors of Detection Technology Plc and President and CEO of main shareholder Oy G.W. Sohlberg Ab
“The IPO of Detection Technology was successful. The recent developments in capital markets have led investors to be cautious and to choose their investment targets even more carefully. Under these circumstances, we can be nothing else than very pleased with the response we received from the markets. Through the listing, we will continue the determined development of Detection Technology together with existing and new shareholders.”
Nordea Bank Finland Plc acted as the lead manager in the offering and serves also as the Company’s certified advisor under First North rules. Attorneys at Law Borenius Ltd acted as the legal advisor to the Company in the Offering while White & Case LLP acted as the legal advisor to the lead manager.
DETECTION TECHNOLOGY PLC.
Board of Directors
Detection Technology Plc.
|Hannu Martola, President and CEO||Andreas Tallberg, Chairman of the Board of Directors|
|+358 500 449475||+358 40 7002252|
Detection Technology in brief
Detection Technology develops, produces, markets and sells components and systems for X-ray imaging solutions for medical, security and industrial applications. The Company operates from Espoo, Oulu, Beijing, Hong Kong and Boston. In 2014, Detection Technology’s net sales totalled EUR 33 million and the comparable operating profit margin was 12% (the reported operating profit margin being 9%).
NASDAQ OMX Helsinki
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore 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. Detection Technology Plc. (the “Company”) does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor Nordea Bank Finland Plc 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 prospectus published or offering circular distributed 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 referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) 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.