The Board of Directors of Ilmatar Windpower Plc (”Ilmatar” or “Company”) has on 24 October 2012 decided to launch a directed share issue to the public (“Share Issue”), in which the Company will issue a maximum of 1,023,022 new shares (“Offer Shares”) for subscription to institutional investors in Finland as well as in certain other countries (“Institutional Offering”) and to private persons and organisations in Finland (“Retail Offering”). In addition, the Company has undertaken to direct an issue of at maximum 153,450 new shares in the Company (“Shares”) to Pohjola Corporate Finance Ltd (“Lead Manager”) for the Subscription Price (as defined below) solely for the purposes of covering possible over-allotments (“Additional Shares”). The shareholders of the Company resolved on 18 October 2012 unanimously to authorise the Board of Directors to issue, in deviation from the shareholders' pre-emptive subscription rights, a maximum of 1,800,000 new Shares or Shares held in treasury in one or several batches.
The subscription period for both the Institutional Offering and the Retail Offering will commence on 29 October 2012 at 9:30 a.m. and is expected to end on or about 9 November 2012 at 4:30 p.m. The terms and conditions of the Share Issue are attached in their entirety to the Finnish company release in Finnish.
Ilmatar will apply for admission of the Company’s Shares to trading on the multilateral trading facility First North Finland (“First North”) operated by NASDAQ OMX Helsinki Oy (“Helsinki Stock Exchange”) with the trading code IWIND. Trading in the Shares on the First North is expected to commence on or about 15 November 2012.
The preliminary subscription price for the Offer Shares is EUR 8.50 per Offer Share (“Preliminary Subscription Price”). The Board of Directors of the Company is entitled to amend the Preliminary Subscription Price. The final subscription price for the Offer Shares (“Subscription Price”) will be the same for all investors participating in the Share Issue and it is expected to be announced by way of a company release on or about 13 November 2012.
The Company intends to use the proceeds from the Share Issue to carry out its business plan and, in particular, to provide the required equity finance for the Company’s first wind farm project, to further develop other projects and to finance general operative expenses. The Company intends to finance its first wind farm project partly by bank financing based debt capital and partly by the equity capital raised in the Share Issue.
The number of Shares outstanding immediately prior to the Share Issue is 1,999,370. Immediately after the completion of the Share Issue the number of Shares outstanding will be 3,022,932, provided that all Offer Shares are subscribed for. If the Lead Manager exercises its option to subscribe for the Additional Shares in full, the number of Shares outstanding immediately after the completion of the Share Issue will be 3,175,842.
Pohjola Corporate Finance Oy acts as a Lead Manager of the Share Issue and as Certified Advisor to the Company. Krogerus Attorneys Ltd is acting as legal adviser to the Company.
Subscriptions in the Retail Offering can be submitted at the bank offices of the co-operative banks belonging to the OP-Pohjola Group and Helsinki OP Bank Plc during their regular opening hours, OP 0100 0500 telephone service (in Finnish) and the website of the OP-Pohjola Group at www.op.fi/merkinta.
The Finnish Financial Supervisory Authority has approved the prospectus relating to the Share Offer and listing on 25 October 2012. The prospectus is available at the Company’s website at www.ilmatarwind.fi and at www.op.fi/merkinta as of 26 October 2012 as well as at the Company’s headquarters, Bulevardi 7, 6th floor, 00120 Helsinki on or about 29 October 2012 onwards.
Ilmatar is a Finnish wind power company aiming at building a combined nominal wind power capacity of 300 MW in Finland by the end of 2015. Such amount of capacity corresponds to wind power capacity generated by approximately 100 wind turbines with a typical capacity of 3 MW each. The Company’s wind farm projects currently under development are located in Raasepori, Luhanka, Hartola, Jämsä, Somero, and Hamina, and will add up to an estimated capacity of approximately 160 MW. In addition, Ilmatar is exploring several other possible locations for new wind farms around Finland. By way of the Share Issue and listing on the First North, the Company aims at providing a possibility for institutional and retail investors to invest in development and production of Finnish wind power.