NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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.
The IPO (as defined below) of Fellow Finance Plc (“Fellow Finance” or the “Company”) has ended and the Board of Directors of the Company has today decided on the execution of the IPO.
Fellow Finance will issue a total of 1,300,000 new shares in the Company (the “New Shares”) (the “Share Issue”), in addition to which certain existing shareholders in the Company are offering 1,293,658 shares in the Company for sale (the “Sale Shares”) (the “Share Sale”) (the New Shares and the Sale Shares together the “Offer Shares” and the Share Issue and the Share Sale together the “IPO”). The New Shares to be issued in the Share Issue correspond to 18.3 percent of the Company’s shares and votes immediately after the IPO. The Sale Shares correspond to approximately 18.2 percent of the Company’s shares and votes immediately after the IPO. The subscription price of the Offer Shares was EUR 7.73 per share in the Institutional Offering (as defined below) and in the Public Offering (as defined below), and EUR 6.96 per share in the Personnel Offering (as defined below). The valuation of all of the Company’s outstanding shares, based on the subscription price of the Institutional and Public Offering, is approximately EUR 55.0 million immediately following the IPO.
The Offer Shares will be allocated as follows: 775,000 Offer Shares will be allocated to private individu-als and entities in Finland (the “Public Offering”), 1,726,923 Offer Shares will be allocated to institutional investors in Finland and internationally (the “Institutional Offering”) and 91,735 Offer Shares will be allo-cated to the Company’s personnel (the “Personnel Offering”). The 8,265 shares not subscribed in the Personnel Offering have been reallocated to the Institutional Offering.
The IPO was 2.2 times over-subscribed. The Public Offering was 2.2 times over-subscribed, the Person-nel Offering 0.9 times over-subscribed and the Institutional Offering 2.2 times over-subscribed. The re-maining shares available in the Institutional Offering, after the allocation to the cornerstone investors, i.e. certain funds administered by OP Fund Management Company Ltd, certain funds administered by Sp-Fund Management Company Ltd and Prior & Nilsson Fond- & Kapitalförvaltning AB, were 2.7 times over-subscribed. The subscription commitments given in the Public Offering will be accepted in full up to 500 Offer Shares, as far as investors who are investor customers of the Company are concerned, and in full up to 75 Offer Shares as far as others who have given their subscription commitments are con-cerned, and for approximately 20.0 percent of the subscription commitments exceeding this amount. The commitments given in the Personnel Offering will be accepted in full.
Fellow Finance will receive gross proceeds of approximately EUR 10.0 million from the IPO, and the shareholders selling Sale Shares will receive gross proceeds of approximately EUR 10.0 million. The to-tal number of the Company’s outstanding shares amounts to 7,117,625 shares after the IPO. The total number of shareholders will increase to over 2,800 shareholders after the IPO.
Recording the Offer Shares issued in the Public Offering and the Personnel Offering in the book‑entry accounts of investors who have made an approved subscription commitment will be commenced on or about 9 October 2018. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 12 October 2018 through Euroclear Finland Ltd.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent by post as soon as possible and on or about 10 October 2018 at the latest to all investors who have participated in the Public Offering and the Personnel Offering. Any excess payments made in connection with the subscription commitments will be refunded to the investors’ bank accounts approximately two (2) business days after the decision on the completion of the IPO took place (i.e. on or about 10 October 2018). If an investor’s bank account is in a different bank 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 later than two (2) banking days thereafter.
Trading of the Company’s shares is expected to commence at the First North Finland marketplace on or about 10 October 2018. The share trading code of the shares is “FELLOW” and the ISIN code FI4000348974.
Evli Bank Plc acts as the lead manager in the IPO. Borenius Attorneys Ltd acts as the legal adviser to the Company.
Jouni Hintikka, CEO, Fellow Finance, firstname.lastname@example.org, +358 40 585 5009
Teemu Nyholm, COO, Fellow Finance, email@example.com, +358 50 577 1028
Evli Bank Plc, tel. +358 40 579 6210
Established in 2013 and launching operations in 2014, Fellow Finance is an internationally active and growth-oriented FinTech group that provides crowdfunding services. The group consists of parent company Fellow Finance Plc and its wholly owned subsidiaries Lainaamo Oy, P2P Sverige AB and Fellow Finance Sp. z.o.o.
The Company specialises in offering, to private individuals and businesses and on its crowdfunding platform, financing and investing solutions that are an alternative to traditional bank financing. The service most central to the Company’s business is the leading¹ Nordic loan-based crowdfunding and peer-to-peer lending platform maintained by the Company.
¹Measured by amount of financing facilitated at 4 September 2018. Source: Altfi Data (data accessed on 4 September 2018).
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan.
This release does 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. 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. The Company and Evli Bank Plc assume no responsibility in the event there is a violation by any person of such restrictions.
This release contains forward-looking statements including statements concerning the Company's strategy, financial position, profitability, result of operation and market data as well as other statements that are not historical facts. Statements which include the words “will”, “estimate”, “predict”, “continue”, “anticipate”, “presume”, “may”, “plan”, “seek”, “become”, “aim”, “believe”, “could” and other similar expressions or their negative forms indicate forward-looking statements, but forward-looking statements are not limited to these expressions. By nature, forward-looking statements involve risks, uncertainties and numerous factors that could result in the actual consequences or results of operations differing materially from projections. Readers should not place undue reliance on these forward-looking statements.
The information contained herein shall not constitute an offer to sell or a 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 by any measure implementing the Prospectus Directive in that Relevant 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 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.