Digia Plc’s rights issue
On 31 May 2017, the Board of Directors of Digia Plc resolved, based on the authorization granted by the annual general meeting held on 16 March 2017, to issue a maximum of 5 948 078 new shares in an Offering pursuant to the pre-emptive subscription rights of the shareholders. Digia intends to use the net proceeds of approximately EUR 12.05 million received from the Offering in accordance with its strategy for prospective acquisitions, to support the growth of the Company’s current business operations, to strengthen the Company’s capital structure and for the Company’s general financing needs.
Rights Issue in Brief
- Digia Plc (“Digia” or the “Company”) is offering its shareholders a maximum of 5,948,078 new shares (the ”Offer Shares”) in proportion to their holding of existing shares in the Company at a subscription price of EUR 2,10 per each Offer Share (the “Offering”).
- Digia intends to use the net proceeds of approximately EUR 12.05 million received from the Offering in accordance with its strategy for prospective acquisitions, to support the growth of the Company’s current business operations, to strengthen the Company’s capital structure and for the Company’s general financing needs.
- The Company grants each of its shareholders one (1) subscription right (the ”Subscription Right”) for every share they own on the record date of the Offering on 2 June 2017 (the “Record Date”). Seven (7) Subscription Rights will entitle their holder to subscribe for two (2) Offer Shares. The Company’s shares will trade ex-rights as from 1 June 2017.
- The subscription period of the Offering begins on 7 June 2017 and ends on 21 June 2017.
- Trading in Subscription Rights begins on 7 June 2017 and ends on 15 June 2017.
- Digia’s two largest shareholders, Ingman Development Oy Ab (“Ingman”) and Ilmarinen Mutual Pension Insurance Company (“Ilmarinen”), as well as Varma Mutual Pension Insurance Company (“Varma”), which jointly represent a total of approximately 40.8 percent of the total number of shares and voting rights in the Company, which represents a total of approximately 40.9 percent of the total number of outstanding shares and voting rights, have irrevocably undertaken to subscribe for Offer Shares to be issued in the Offering in proportion to their current holdings in the Company. Varma’s undertaking is binding insofar as its shareholding does not exceed 4.90 percent of the total number of existing shares and voting rights in the Company as a result of the Offering.
|Board decision on the terms and conditions of the Offering||31 May 2017|
|Last day of trading with shares including the Subscription Rights||31 May 2017|
|Prospectus publication (on or about)||1 June 2017|
|Ex-rights date||1 June 2017|
|Record Date||2 June 2017|
|Subscription period and trading in Subscription Rights begins||7 June 2017|
|Trading in Subscription Rights ends||15 June 2017|
|Subscription period ends||21 June 2017|
|Trading in interim shares representing Offer Shared begins (on or about)||22 June 2017|
|Stock exchange release regarding the preliminary result of the Offering (on or about)||22 June 2017|
|Stock exchange release regarding the final result of the Offering (on or about)||28 June 2017|
|Shares registered with the Trade Register (on or about)||28 June 2017|
|Trading in Offer Shares begins (on or about)||29 June 2017|
- Prospectus approved by the Financial Supervisory Authority (in Finnish)
- Terms and conditions of the issue
- Marketing brochure (unofficial translation of the Finnish marketing brochure)
Stock Exchange Releases related to the rights issue
- 31 May 2017 at 9:00 Board of Directors of Digia Plc Decided on an Approximately EUR 12.5 Million Rights Offering
- 1 June 2017 Digia Plc publishes the Finnish language prospectus regarding the rights offering
More information about the rights issue
- Subscription orders can be submitted in Evli Bank Plc’s offices at Aleksanterinkatu 19 A, 00100 Helsinki, on weekdays from 9:00 am to 4:00 pm. Detailed instructions on delivering subscriptions can be requested during the subscription period by calling +358 (0)9 4766 9573 from 9:00 am to 4:00 pm or by sending an e-mail to email@example.com.
- Subscription orders can be submitted also to such account operators which have an agreement with Evli for receiving subscriptions.
- The Finnish-language prospectus for the rights issue and more information is available on www.digia.com/rightsissue2017 and www.evli.com
Questions and answers
What is the objective of Digia Plc’s rights issue and what will the proceeds be used for?
Digia intends to use the proceeds of the rights issue in accordance with its strategy for prospective acquisitions, to support the growth of the Company’s current business operations, to strengthen the Company’s capital structure and for the Company’s general financing needs. If acquisitions are carried out, the proceeds would also be used for the integration of target companies and additional investments in them.
How do I know if I am entitled to receive subscription rights?
Digia Plc’s Board of Directors decided on the rights issue and its terms and conditions on 31 May 2017 on the basis of the authorisation granted by the Annual General Meeting on 16 March 2017. In practice, 31 May 2017 was the last day of trading on the Helsinki Stock Exchange when the Digia Plc shares entitled their holders to receive subscription rights. In other words, because the clearance time of share transactions in normal trading is two trading days, shares purchased no later than 31 May 2017 appear on the shareholder list of Digia Plc on the record date of the rights issue, 2 June 2017.
If you do not own Digia Plc shares, you can purchase subscription rights on the Helsinki Stock Exchange. Buy orders for subscription rights are to be made in the same way as any other buy orders on the stock exchange.
When can I subscribe for shares and when can I trade in the subscription rights?
The subscription period for the new shares is from 7 June to 21 June 2017. Trading in subscription rights takes place from 7 June to 15 June 2017.
How do I calculate what the subscriptions will cost?
One existing share entitles you to one subscription right. With seven subscription rights, you can subscribe for two new shares at a price of EUR 2.10 per share.
An example: if you own 100 Digia Plc shares, you receive a total of 100 subscription rights. You can use 98 of them to subscribe for 28 new shares (98 ÷ 7 × 2=28). When you subscribe for shares, you pay a subscription price of EUR 2.10 for each new share. In this example, the price would total EUR 58.80 and you would receive 28 new Digia Plc shares in your book-entry account. Two subscription rights remain unused in this example. You can either sell the surplus subscription rights on the market or purchase five (or 12, 19, 26, 33, etc.) more subscription rights to increase the number of rights to a multiple of seven. The subscription price is paid at the time of subscription.
If you buy subscription rights, you will need to pay not only for these rights, but also the subscription price of EUR 2.10 for each share subscribed. The price of the subscription rights will be determined on the Helsinki Stock Exchange and may thus vary from day to day.
No separate charges or fees will be charged for share subscriptions, but the subscription location and account operator will charge fees for trading in subscription rights as well as the maintenance of the book-entry account and related measures in accordance with their own price lists.
What is the difference between the primary and secondary subscriptions?
You can participate in the primary subscription by subscribing for shares with the subscription rights in your book-entry account. In the primary subscription, subscriptions made and paid for in accordance with the terms and conditions are approved in full. You can participate in the secondary subscription if you have subscribed for shares in the primary subscription. Any shares that are not subscribed for in the primary subscription will be distributed to those subscribing for them in the secondary subscription. If you wish to participate in the secondary subscription, indicate this in connection with the primary subscription.
If you do not receive all the shares you subscribe for in the secondary subscription, your payments for unreceived shares will be refunded. No interest will be paid on refunds.
Can I cancel a subscription or change it?
Both the primary and secondary subscriptions are binding, and may not be changed or cancelled. According to the Finnish Securities Markets Act, if the prospectus is supplemented or corrected due to a substantial error or omission, or due to significant new information, subscribers must be given the opportunity to cancel their subscriptions within two (2) banking days after the prospectus has been supplemented or corrected.
What if I do not want to make additional investments in Digia Plc’s shares?
Unused subscription rights will expire and become worthless at the end of the subscription period on 21 June 2017. You may, however, try to sell your subscription rights on the Helsinki Stock Exchange in the period between 7 June and 15 June 2017 by placing a sell order with your bank or broker. You may also sell part of your subscription rights and use the proceeds to subscribe for new shares in the issue. However, there is no guarantee that you will be able to sell the subscription rights.
Do the new shares entitle the holder to dividends?
The new shares confer full shareholder rights, including full dividends, as from the date when they have been registered in the Trade Register and included in the company’s shareholder list (estimated date: 28 June 2017). The record date of dividends for the 2016 financial year was 20 March 2017 and the dividends were paid on 29 March 2017. Therefore, the shares offered in the issue do not entitle their holders to dividends for the 2016 financial year.
Have Digia Plc’s large shareholders committed themselves in advance to the rights issue?
Ingman Development Oy Ab, Ilmarinen Mutual Pension Insurance Company, as well as Varma Mutual Pension Insurance Company, which jointly represent a total of approximately 40.8 percent of the total number of shares and voting rights in the Company, which represents a total of approximately 40.9 percent of the total number of outstanding shares and voting rights, have irrevocably undertaken to subscribe for Offer Shares to be issued in the Offering in proportion to their current holdings in the Company.
Where can I get more information?
Before making your investment decision, familiarise yourself with the Finnish-language prospectus. You can find the Finnish-language prospectus and additional information at the subscription locations and online at www.evli.com and www.digia.com/rightsissue2017. You can also get additional information from your account operator.