DNA PLC STOCK EXCHANGE RELEASE 27 SEPTEMBER 2019, 10:57 am EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Telenor Finland Holding Oy (the "Offeror") commenced a mandatory public cash tender offer to acquire all of the issued and outstanding shares in DNA Plc ("DNA") that are not held by DNA or any of its group companies or by the Offeror or any of its group companies (the "Shares") (the "Tender Offer") on 29 August 2019.
The initially scheduled offer period of the Tender Offer expired on 26 September 2019 at 4:00 pm (Finnish time) ("Initial Offer Period"). According to the preliminary results of the Initial Offer Period of the Tender Offer, the Shares tendered in the Tender Offer represent 40.32 per cent. of all the shares in DNA and, together with the shares held by the Offeror prior to the commencement of the Tender Offer, represent approximately 94.36 per cent. of all the shares in DNA.
The Offeror will confirm and announce the final results of the Initial Offer Period on or about 1 October 2019. The settlement of the completion trades for the Initial Offer Period is expected to take place on 2 October 2019, at the latest.
On 26 September 2019, the Offeror has, however, announced that it has in accordance with the terms and conditions of the Tender Offer decided to extend the offer period of the Tender Offer to expire on 10 October 2019 at 4:00 pm (Finnish time) (the "Extended Offer Period"), unless the offer period is further extended. During the Extended Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the tender offer document published by the Offeror.
The settlement of the completion trades for the Extended Offer Period is expected to take place on or about 16 October 2019.
Due to the Offeror's holdings of Shares having exceeded nine-tenths (9/10) of the issued and outstanding Shares and voting rights in DNA, the Offeror has announced its intention to commence mandatory redemption proceedings for the remaining Shares under the Finnish Companies Act following the expiry of the Extended Offer Period, unless the offer period is further extended. Based on the Offeror's announcement, DNA expects that the Offeror will procure that DNA apply for the delisting of its shares from Nasdaq Helsinki following this.
The Offeror may continue to acquire Shares also in trading organised by Nasdaq Helsinki Ltd on a regulated market or otherwise at a price not exceeding the offer price of EUR 20.90 per Share.
Marja Mäkinen, Head of IR, DNA Plc, +358 44 044 1262, email@example.com
DNA Corporate Communications, +358 44 044 8000, firstname.lastname@example.org
DNA is one of the leading telecommunications companies in Finland. We want to make our customers' daily lives less complicated. We offer connections, services and devices for homes and workplaces, contributing to the digitalisation of society. DNA’s mobile communication network customers have the highest mobile data usage per subscription in the world. We are also Finland's largest cable TV operator and the leading pay-TV provider. DNA has more than 4 million subscriptions in its fixed and mobile communications networks. The company was ranked the best employer in Finland in the large companies category of the 2019 Great Place to Work survey. In 2018, our net sales were EUR 912 million and we employ about 1,600 people around Finland. DNA shares are listed on Nasdaq Helsinki Ltd. More information: www.dna.fi, Twitter @DNA_fi and Facebook.
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE AN OFFER TO SELL. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT.
Notice to shareholders in the United States
U.S. shareholders are advised that the Shares are not listed on a U.S. securities exchange and that DNA is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Tender Offer is made to DNA's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of DNA to whom an offer is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to DNA's other shareholders.
The Tender Offer is made for the issued and outstanding shares in DNA, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. In particular, financial statements and financial information included in this stock exchange release or in the tender offer document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
It may be difficult for DNA's shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and DNA are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. DNA's shareholders may not be able to sue the Offeror or DNA or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and DNA and their respective affiliates to subject themselves to a U.S. court's judgment.
The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of DNA of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of DNA, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the tender offer document. Any representation to the contrary is a criminal offence in the United States.
Notice to shareholders in the United Kingdom
THIS STOCK EXCHANGE RELEASE, THE TENDER OFFER DOCUMENT OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE, THE TENDER OFFER DOCUMENT OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE, THE TENDER OFFER DOCUMENT OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PERCENT OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.