FELLOW FINANCE PLC COMPANY ANNOUNCEMENT, INSIDE INFORMATION 10 MAY 2019 AT 09.00 AM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Fellow Finance Plc (”Fellow Finance” or the ”Company”) is considering the issuance of new unsecured notes (“Notes”), preliminarily around EUR 15 million through a private placement. The issuance of the Notes is expected to be launched in the near future subject to market conditions.
The planned uses of the proceeds from the Notes are the refinancing of the Company’s and its subsidiaries’ existing loans, the diversification of financing sources, the organic and inorganic growth of the business as well as for general corporate purposes. The aim of the potential issue is to significantly lower the average interest rate level of the group’s debt financing.
Fellow Finance’s subsidiary Lainaamo Oy (“Lainaamo”) is currently financing its lending activities mainly through external interest-bearing debt, which consists of individual debt securities that have been issued during the years preceding the Company’s initial public offering. The group’s interest-bearing debt on 31 December 2018 amounted to EUR 16.9 million. According to the terms of Lainaamo’s debt securities, Lainaamo has the right to repay the loans prior to the due date. A portion of Lainaamo’s debt would be repaid following the potential issuance of the Notes and the holders of Lainaamo’s debt securities would be invited to invest in the new Notes.
Evli Bank Plc acts as the Lead Manager in the potential issuance of the Notes. Borenius Attorneys Ltd acts as legal advisor to the Company.
Jouni Hintikka, CEO, Fellow Finance, email@example.com, +358 40 585 5009
Certified advisor, Evli Bank Plc, tel. +358 40 579 6210
Fellow Finance Plc started its operations in 2014. The company is an expansive global FinTech group that provides crowdfunding services. A key role in the company’s business services is played by the leading Nordic¹ loan-based crowdfunding and peer-to-peer platform maintained by the company which has already been used by more than 600,000 customers in approximately 60 countries. Fellow Finance Plc is an Authorized Payment Institution supervised by the Finnish Financial Supervisory Authority of Finland and the shares of Fel-low Finance Plc are listed on the Nasdaq First North Finland marketplace. The company has approximately 2,900 shareholders.
¹Measured by amount of financing facilitated. Source: Brismo Market Data (data accessed on 10 May 2019).
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or the United States or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, securities 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. Members of the public are not eligible to take part in the offering.
This communication does not constitute an offer of securities for sale in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). 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 communication nor any of its contents.