Initial Public Offering of Endomines Finland Plc


Important: You must read the following before continuing. The following applies to the information following this page, and you are therefore advised to carefully read and approve the following before reading, accessing or making any other use of the information following this page.

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories and possessions, the “United States”), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares in, rights or other securities of Endomines Finland Plc (the “Company”) in the United States, Australia, Canada, Hong Kong, Japan, New Zealand Singapore or South Africa or any other country in which it would be contrary to the laws and regulations of that country.

Any securities of the Company referred to on this website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The contemplated offering shall be governed by the laws of Finland. No action has been taken, except in Finland or Sweden, in order to register the shares or the contemplated offering or for the offering of shares. The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States, Australia, Canada, Hong Kong, Japan New Zealand, Singapore and South Africa. The documents on this website, including the prospectus in accordance with the Prospectus Regulation ((EU) 2017/1129, as amended), may not be delivered to persons in the above-mentioned countries and must not be copied in any way whatsoever. The Company requires that the respective persons inform themselves of and observe all such restrictions. Neither the Company nor the Company’s representatives have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company reserves the right to, in its sole discretion, reject any share subscription that the Company believes would cause the violation or breach of legislation, rule or regulation.

In order to access the information related to the contemplated offering, you must certify the following:

  1. I have carefully read and understood the instructions and restrictions described above, and I acknowledge that I am bound by them.
  2. I am not resident of United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa, and I am currently not physically present in any of these countries.
  3. If I am resident of any other country than Finland or if I am currently physically present in any country other than Finland, I have obtained the necessary information about the restrictions applicable to the delivery of this information and my participation in the contemplated offering and I acknowledge that I am bound by them.

Endomines Finland Plc’s (”Endomines” or the ”Company”) initial public offering (the “Offering”) has ended and the Company has submitted a listing application to Nasdaq Helsinki Oy (“Nasdaq Helsinki”) to list the shares on the official list of Nasdaq Helsinki. Trading in Endomines Finland’s shares is expected to commence on the official list of Nasdaq Helsinki on or about December 20, 2022 under the assumption that the listing application is approved.

Initial public offering: The Company offers tentatively up to 2,600,000 New Shares (the ”New Shares”) for subscription in the Offering.

The Offering consists of a public-, institutional-, and personnel offering:

  • tentatively up to 130,000 New Shares to private investors in Finland and Sweden (“Public Offering”)
  • tentatively up to 2,450,000 New Shares to institutional investors in the ETA-area (“Institutional Offering”)
  • tentatively up to 20,000 New Shares to the personnel, management, and members of the board of directors of the Company (“Personnel Offering”)

Upsize option: The Board of Directors of Endomines Finland may, in the event of an oversubscription, increase the number of New Shares offered in the Offering by a maximum of 1,000,000 New Shares (the “Upsize Option”). If the Upsize Option is used in full, the number of New Shares offered may amount to up to 3,600,000 shares in aggregate.

Approval of subscriptions: The Company’s board of directors will decide, on or about 13 December 2022 on the completion of the Offering, on the final number of New Shares to be issued and of the acceptance of subscriptions made in the Offering in full or in part. The Company will publish a stock exchange release of the above-mentioned decisions. The final results of the Offering and notices of approval will be delivered electronically to investors on or about December 20, 2022.

Payment of subscriptions in the institutional offering: Investors participating in the Institutional Offering shall pay the New Shares allocated to the investor as per the approved subscription in accordance with the instructions of the subscription venue so that the payment is on the Company’s account at the latest on December 15, 2022 at 4:00 p.m. (Finnish time). If the subscription price is paid by setting it off against the Convertible Loan in the Institutional Offering, the subscriber accepts that any unpaid interest and other potentially unpaid loan fees that have accumulated by November 28, 2022 for the principal used for the payment of the subscription price will be used to pay the subscription price and that the subscriber will no longer have these receivables from the Company after the subscription has been completed.

Returning the amount paid: If a subscription is rejected or only partially accepted, the amount paid or relevant part thereof will be returned to the bank account indicated in the subscription within approximately five (5) business days of the allocation of the New Shares, or no later than two (2) business days thereafter if the investor’s bank account is in a different financial institution than the account to which the subscription was paid. No interest will be paid on the funds returned.

Aktia Alexander Corporate Finance Ltd (”ACF”) is acting as the lead manager and as the subscription venue for the Institutional Offering (except for Nordnet’s customers) and for the Personnel Offering. Nordnet Bank AB Finnish Branch (”Nordnet”) is acting as the subscription venue for the Public Offering as well as for the Institutional Offering for its own customers.

Important dates

The subscription period for the Offering commenced 30 November 2022 at 8:30 CET
The subscription period for the Offering ended 9 December 2022 at 15:30 CET
Announcement of the final results of the Institutional Offering and Public Offering 13 December 2022*
Announcement of the final results of the Personnel Offering 16 December 2022*
The Merger will be entered in the Finnish Trade Register 16 December 2022*
The New Shares offered in the Offering are registered in the book-entry accounts of the investors 19 December 2022*
Trading in the New Shares and shares given as Merger Consideration commences on the official list of the Helsinki Stock Exchange 20 December 2022*

* The dates are estimates

Aktia Alexander Corporate Finance Oy

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