WithSecure Corporation: press release March 23, 2022, 11:45 p.m. EET
WithSecure Corporation – Inside Information
WithSecure Corporation Successfully Completes Share Offering Raising €77 Million
NOT TO BROADCAST, PUBLISH OR DISTRIBUTE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE PUBLICATION OR DISTRIBUTION IS PROHIBITED BY LAW.
WithSecure Corporation (“WithSecure” Where “Companyformerly known as F-Secure Corporation) announced today, March 23, 2022, its intention to provisionally offer up to 15,800,000 new shares of the Company (“Shares”) to a certain number of institutional investors within the framework of an accelerated offer derogating from the preferential subscription right of the shareholders (“Offer”). Organized by Carnegie Investment Bank AB, Finland Branch, the Offering was made through an accelerated bookbuilding process in which selected institutional investors submitted offers for the Shares. The Offering has attracted strong domestic and international demand from over 50 high quality institutional investors.
The Company’s Board of Directors decided, at its meeting of March 23, 2022, to issue 15,800,000 Shares under the Offer on the basis of the authorization given by the General Meeting of March 16, 2022. 2022. The Board of Directors has accepted the terms and conditions of the Offer and the subscriptions made in accordance with the terms and conditions of the Offer.
The subscription price was EUR 4.86 per Share. The subscription price was 7.3% lower than the volume-weighted average price (VWAP) of the Company’s share over one week between March 17, 2022 and March 23, 2022, and 11.9% lower at the volume-weighted average price (VWAP) of the Company’s share. the Company’s share on March 23, 2022. The subscription price represents a premium of 13.4% compared to the share price since the announcement of the partial demerger. The subscription price will be credited in full to the Company’s reserve for invested equity without restriction.
The Company expects to receive gross proceeds of approximately €77 million from the share issue. The Company intends to use the proceeds of the Offering to finance the implementation of the growth strategy relating to its enterprise security business.
After registration of the subscribed Shares in the Commercial Register, the number of shares of the Company will be 174,598,739. The Shares subscribed correspond to approximately 9.9% of all the shares and voting rights of WithSecure immediately before the Offer and to approximately 9.0% after the Offer.
The Shares will be listed on the commercial register on or about March 25, 2022, and trading of the Shares with the existing shares is expected to commence on Nasdaq Helsinki Ltd on or about March 28, 2022.
In connection with the Offer, WithSecure has entered into a lock-up agreement with Carnegie Investment Bank AB, Finnish Branch, pursuant to which WithSecure has, subject to certain customary exceptions, agreed not to issue or sell shares of WithSecure during a period beginning after the closing of the Offer and continuing until December 31, 2022. Notwithstanding the lock-up commitment, WithSecure may propose to its shareholders the approval of the demerger plan announced by the Company on February 17, 2022 and take all other measures necessary for the completion of the contemplated partial demerger offer. In addition, the main shareholder of the Company, Risto Siilasmaa, has undertaken not to sell any shares of WithSecure for a period of 180 days after the closing of the Offer.
Carnegie Investment Bank AB, Finland Branch, acts as sole global coordinator, bookrunner and offering manager.
board of directors
Juhani Hintikka, CEO, WithSecure Corporation, tel. +358 50 364 7802,
Tom Jansson, CFO, WithSecure Corporation, tel. +358 40 700 1849
Nasdaq Helsinki Ltd
Carnegie Investment Bank AB, Finland Branch (“Carnegie”) acts exclusively for the Company and for no one else and they will not consider any other person (whether or not they are the recipient of this press release) as their respective clients in relation to the Offer. Carnegie shall not be liable to anyone other than WithSecure for providing such protections to their respective clients and shall not give any advice in connection with the Offer or any transaction or arrangement referred to herein. Carnegie assumes no responsibility for the accuracy, completeness or verification of the information contained in this release and, therefore, disclaims, to the fullest extent permitted by applicable law, any liability they may otherwise have to with regard to this Liberation. Nothing contained in this press release is or should be taken as a promise or representation of the past or future.
The information contained herein is not intended for publication or distribution, directly or indirectly, in the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, South Africa or Japan . This press release does not constitute an offer of securities for sale in the United States, and securities may not be offered or sold in the United States absent registration or an exemption from registration as contemplated in the US Securities Act of 1933, as amended, and the rules and regulations made thereunder. There are no plans to register any part of the Offering in the United States or to make a public offering of securities in the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. This release is not intended for, and is not intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where any such distribution, publication, availability or use would be contrary to law or regulation or would require registration or licensing in such jurisdiction.
The issue, exercise or sale of securities under the Offer are subject to specific legal or regulatory restrictions in certain jurisdictions. WithSecure assumes no responsibility for any person’s violation of these restrictions.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the securities mentioned 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 such jurisdiction.
This announcement and the Offer are only addressed to and intended for persons in member states of the European Economic Area (each a “State concerned”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to Qualified Investors and any invitation, offer or agreement to subscribe, purchase or acquire such securities will only be entered into with Qualified Investors. This announcement must not be enforced or relied upon in any relevant state by persons who are not Accredited Investors. For the purposes of this press release, the term “Prospectus Regulation” means Regulation (EU) 2017/1129.
Information to distributors
Solely for the purposes of the product governance requirements contained in: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all liability, whether in tort, contract or otherwise, that any “manufacturer” (for the purposes of MiFID II product governance requirements) might otherwise have in respect thereof, the Shares have been subject to a product approval process, which determined that these Shares are: (i) compatible with an ultimate target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels authorized by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may fall and investors may lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is only compatible with investors who do not require guaranteed income or capital protection, who (alone or in conjunction with an appropriate financial or other adviser) are able to assess the merits and risks of such an investment and with sufficient resources to bear any resulting losses. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions relating to any offer of Shares. In addition, it should be noted that, notwithstanding the target market assessment, Carnegie, as lead manager, will only recruit investors who meet the criteria of professional clients and eligible counterparties.
For avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or adequacy for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase or take any other action with respect to the Shares. Each distributor is responsible for undertaking its own assessment of the target market with respect to the Shares and determining the appropriate distribution channels.