Sitowise’s ten largest shareholders after the completion of the initial public offering
Stock exchange release - 30.3.2021 at 15.15 UTC+2
Sitowise Group Plc Stock Exchange Release 30 March 2021 at 3:15 p.m. EET.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Sitowise’s ten largest shareholders after the completion of the initial public offering
The ten largest registered shareholders of the Sitowise Group Plc (the “Company”) and their shares of ownership after the completion of the initial public offering are shown in the table below based on the shareholders’ register maintained by Euroclear Finland Oy. Shareholders’ holdings are presented based on information from the shareholders’ register as at 29 March 2021, and the information does not include the shareholders that are nominee registered or shares subscribed for in the personnel offering (672,053 new shares in the Company) which will be registered in the Finnish Trade Register on or about 14 April 2021.
|Shareholder||Number of Shares||Percentage of Shares and Votes1|
|Ten largest registered shareholders, in total||10,652,063||30.88|
|of which nominee-registered shares||12,339,033||35.77|
|1 The Company has a single series of shares, and each share entitles its holder to one vote in the General Meeting of Shareholders of the Company. Percentages are rounded numbers.2 Intera Fund III Ky (“Intera”), and Danske Bank A/S, Finland Branch (“Danske”) have entered into a share lending agreement in connection with the initial public offering of the Company on 25 March 2021, according to which Intera has lent 2,558,750 existing shares in the Company to Danske. The registered holdings of Intera, which amounts to 4,533,380 shares, does not include the lent shares.|
Nominee-registered shares include the shareholdings of the following cornerstone investors: Funds managed and advised by Capital World Investors, Lannebo Fonder AB, Didner & Gerge Fonder and Paradigm Capital Value Fund. Lannebo Fonder AB was allocated in the IPO 1,829,268 shares (5.3% of the shares), Didner & Gerge Fonder was allocated 1,463,414 shares (4.2% of the shares) and Paradigm Capital Value Fund was allocated 1,219,512 shares (3.5% of the shares). According to the notification on major shareholdings, on 25 March 2021, The Capital Group Companies, Inc. hold a total of 2,042,482 shares (5.9% of the shares), owned by accounts under the discretionary investment management of one or more of the investment management companies of The Capital Group Companies, Inc.
The following table sets forth, for illustrative purposes, ten largest shareholders of the Company by number of votes and their holdings of class A1 and A2 shares prior to the initial public offering and the combination of the Company’s share classes.
|Shareholder||Number of Shares1||Percentage of Shares||Percentage of Votes|
|Ten largest registered shareholders, in total||15,604,120||60.12||98.92|
|Total class A shares in the Company||25,952,380||100||100.0|
|1 Prior to the listing, the Company had 4 share classes. Each class A1 share carried 100 votes, each class A2 share carried 1 vote and class P1 and P2 shares did not have voting rights. In connection with the listing, class A shares were combined into a single share class and the class P shares were redeemed and cancelled.|
Minttu Vilander, Chief Communications and Corporate Responsibility Officer, Sitowise Group Plc, tel. +358 40 575 6660
Information about Sitowise
Sitowise is a Nordic expert in the built environment that offers sustainable design and consulting services. Sitowise operates in various size projects to enable more responsible and smarter urban development as well as smooth transportation. Sitowise offers its services in the following areas: Buildings, Infrastructure and Digital Solutions. Sitowise’s operations are primarily in Finland and Sweden, and it also has competence centers in Estonia and Latvia mainly serving Sitowise’s projects in Finland and Sweden. The Company’s net sales was approximately EUR 160 million in 2020 and the company employs over 1,900 experts.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Sitowise Group Plc (the ”Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Each of Carnegie Investment Bank AB, Finland Branch, and Danske Bank A/S, Finland Branch (the "Joint Global Coordinators") is acting exclusively for the Company and the selling shareholders and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. None of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Information to Distributors
For the purposes of the product governance requirements contained within: (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) Chapter 5 of the Finnish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the IPO. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.