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Framery Group Plc | Press Release | November 24, 2025 at 16:40:00 EET
Framery Group Plc ("Framery" or the "Company"), announced on 11 November 2025 that it is planning an Offering (as defined below) and a listing of the Company's shares (the "Shares") on the Official List of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") (the "Listing"). Framery announces today the preliminary price range for the Offering in connection with its contemplated Listing and further information on the Offering.
The Company has submitted a Finnish language prospectus related to the Offering (the "Finnish Prospectus") for approval by the Finnish Financial Supervisory Authority. The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 24 November 2025. The subscription period for the Offering is expected to commence on 25 November 2025 at 10:00 a.m. EET.
The Offering in brief
- Through the share issue, the Company aims to raise gross proceeds of approximately EUR 20 million by offering new shares in the Company (the "New Shares") for subscription (the "Share Issue"). The number of New Shares to be issued will be determined based on the final price per Offer Share (as defined below) (the "Final Subscription Price"). The Company will issue preliminarily a maximum of 2,616,863 New Shares assuming that the Final Subscription Price is at the mid-point of the Preliminary Price Range (as defined below) and that a total of 25,000 New Shares are subscribed for in the Personnel Offering (as defined below) at the discount applicable to the Personnel Shares (as defined below).
- In addition, Vaaka Partners Buyout Fund III Ky ("Vaaka") and other existing shareholders in the Company listed in the Finnish Prospectus (together with Vaaka, the "Selling Shareholders" and each individually, a "Selling Shareholder") will offer for purchase preliminary a maximum of 22,499,489 existing shares of the Company (the "Sale Shares") (the "Share Sale", and together with the Share Issue, the "Offering"). The New Shares (including the Personnel Shares), the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the "Offer Shares".
- The Offer Shares are offered in the Public Share Sale and the Institutional Share Sale (as defined below) for subscription for a preliminary subscription price of a minimum of EUR 7.30 and a maximum of EUR 8.00 per Offer Share (the "Preliminary Price Range").
- The Company will issue preliminary a maximum of 2,616,863 New Shares and as a result of the Share Issue, the total number of Shares may increase to a maximum of 79,256,991 Shares assuming that the Final Subscription Price will be at the mid-point of the Preliminary Price Range and that a total of 25,000 New Shares would be subscribed for in the Personnel Offering at the discount applicable to the Personnel Shares.
- Market capitalisation of the Company based on the Preliminary Price Range would be approximately EUR 579.5-633.1 million assuming that the Company raises gross proceeds of approximately EUR 20 million in the Offering, including the Personnel Offering.
- The Offering consists of (i) a public offering to private individuals and entities in Finland (the "Public Share Sale"), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally, including in the United States to persons reasonably believed by Managers (as defined below) to be qualified institutional buyers as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933 (as amended, the "U.S. Securities Act"), pursuant to exemptions from the registration requirements of the U.S. Securities Act (the "Institutional Share Sale") and (iii) personnel offering to the Company's and its subsidiaries' Personnel (as defined below) (the "Personnel Offering"). The Offer Shares will be offered in the Institutional Share Sale to institutional investors outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act ("Regulation S"), and otherwise in compliance with the said regulation.
- The Offer Shares represent a maximum of approximately 31.7 per cent of all the Shares in the Company and votes vested by the Shares after the Share Issue assuming that the Over-allotment Option (as defined below) will not be exercised (approximately 36.4 per cent assuming that the Over-allotment Option will be exercised), and assuming that the Selling Shareholders will sell the maximum number of Sale Shares and that the Company will issue 2,616,863 New Shares (the number of New Shares has been calculated assuming that the Final Subscription Price will be at the mid-point of the Preliminary Price Range and that a total of 25,000 New Shares would be subscribed for in the Personnel Offering at the discount applicable to the Personnel Shares).
- The Cornerstone Investors (as defined below) have each individually given subscription undertakings in relation to the Offering, pursuant to which the Cornerstone Investors have, each individually, committed to subscribe for Offer Shares at the Final Subscription Price, subject to certain conditions.
- Vaaka, Varma Mutual Pension Insurance Company, the different funds of AlpInvest Partners B.V., Elo Mutual Pension Insurance Company and certain other Selling Shareholders are expected to grant to the Managers (as defined below) an over-allotment option, exercisable by DNB Carnegie Investment Bank AB, Finland Branch ("DNB Carnegie") on behalf of the Managers, to purchase a maximum of 3,786,257 additional shares at the Final Subscription Price (the "Additional Shares") solely to cover over-allotments in connection with the Offering (the "Over-allotment Option"). The Over-allotment Option is exercisable within 30 days from the commencement of trading in the Company's Shares on the prelist of Nasdaq Helsinki (i.e. on or about the period between 4 December 2025 and 3 January 2026) (the "Stabilisation Period").
- The size of the Offering is approximately EUR 211.9-230.0 million assuming that the Company raises gross proceeds of approximately EUR 20 million in the Share Issue, the Selling Shareholders sell the maximum amount of Sale Shares, and that the Over-Allotment Option is exercised in full.
- The subscription period for the Public Share Sale will commence on 25 November 2025 at 10:00 a.m. (Finnish time) and end on or about 1 December 2025 at 4:00 p.m. (Finnish time). The subscription period for the Institutional Share Sale will commence on 25 November 2025 at 10:00 a.m. (Finnish time) and end on or about 3 December 2025 at 12:00 noon (Finnish time). The subscription period for the Personnel Offering will commence on 25 November 2025, at 10:00 a.m. (Finnish time) and end on or about 1 December 2025, at 4:00 p.m. (Finnish time).
- The Board of Directors of the Company and Vaaka have, in the event of an oversubscription, the right to discontinue the Public Share Sale and the Institutional Share Sale by joint decision at the earliest on 27 November 2025, at 4:00 p.m. (Finnish time). In addition, the Company's Board of Directors may discontinue the Personnel Offering at its sole discretion no earlier than 27 November 2025, at 4:00 p.m. (Finnish time). The Public Share Sale, the Institutional Share Sale and the Personnel Offering may be discontinued independently of one another. A stock exchange release regarding any discontinuation will be published without delay.
- The Board of Directors of the Company and Vaaka are entitled to extend the subscription periods of the Public Share Sale and the Institutional Share Sale. The Company's Board of Directors is entitled to extend the subscription period of the Personnel Offering. A possible extension of the subscription period will be communicated through a stock exchange release, which will indicate the new end date of the subscription period. The subscription periods of the Public Share Sale, the Institutional Share Sale and the Personnel Offering will in any case end on 16 December 2025, at 4:00 p.m. (Finnish time) at the latest. The subscription periods of the Public Share Sale, the Institutional Share Sale and the Personnel Offering can be extended independently of one another.
- Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 4 December 2025, and on the Official List of Nasdaq Helsinki on or about 8 December 2025 with the share trading code "FRAMERY" (ISIN code FI4000595756).
Samu Hällfors, CEO of Framery, comments:
"I am truly excited that we are launching our initial public offering on our journey towards the Helsinki Stock Exchange. The listing will give us strong momentum to accelerate our growth, continue bold innovation and build long-term value for our customers and personnel. We are market leaders in our core markets, and our products have already been sold for over one billion euros. Our solutions, delivered to over a hundred countries, impact the daily lives of millions of people. Our new smart office solution takes the workday experience to the next level: it enhances office usability and helps our customers make data-driven decisions about space optimisation. Interest in us has already been very strong, and I hope that as many people as possible will want to join us on this international growth journey. I would like to take this opportunity to thank all our cornerstone investors for their trust and belief in Framery's vision".
Mika Sutinen, Chair of the Board of Directors of Framery, comments:
"Office pods are, from an international perspective, a new and growing industry in which Framery stands out with its own smart office solution. It brings a digital user experience as part of the physical workday, also facilitating workplace planning. Framery's market leadership in the Company's core markets creates excellent conditions for its goal to continue strong growth.".
The background and reasons for the Listing
Framery aims to solve working disruptions stemming from the increased popularity of open office layouts, hybrid work, space optimisation and video conferencing while providing sustainable, space and cost-efficient solutions compared to traditional meeting rooms. The Company offers a comprehensive range of smart office pods that are designed to provide the user with a soundproof space for virtual and face-to-face meetings, undistracted work and privacy in noisy open floor office settings and other environments. The smart office pods also include an integrated smart office solution, with full access available through the all-inclusive Framery Plus subscription. Framery's headquarters and assembly facility are located in Tampere, Finland, where all assembly of the Company's smart pods is completed. The Company also has logistics hubs in Lempäälä, Finland, Michigan, the United States, and Singapore. Framery's business model generates both non-recurring and recurring revenue streams through smart office pods and the smart office solution. Smart office pods are either sold to end-customers, predominantly through dealers, or rented through Framery Subscribed, a smart office pod rental business with a monthly fee per pod. Access to Framery's full smart office offering is provided through the Framery Plus subscription, the price of which is calculated based on the number of connected spaces in the workplace. Framery operates globally across three main geographic regions: (i) Europe, Middle East and Africa; (ii) North, Central and South America; and (iii) Asia Pacific. Framery's customer base is well-diversified globally across a broad range of countries and industries, and the Company's solutions are used both in traditional office settings and in other types of workspaces, such as facility floors, learning environments, hospitals and airport lounges.
The objective of the Offering is to promote the implementation of the Company's growth strategy, to strengthen the Company's capital structure and to increase the Company's recognition among its stakeholders. The Offering will enable the Company to obtain access to capital markets, expand its ownership base and increase the liquidity of the Shares. Additional visibility is also expected to further increase the Company's recognition among the public, customers and suppliers and as an employer, and thus enhance the Company's competitiveness.
Details of the Offering and Publication of the Finnish Prospectus
Preliminarily a maximum of 1,250,000 Offer Shares are offered in the Public Share Sale to private individuals and entities in Finland. Preliminarily a maximum of 27,752,973 Offer Shares are being offered in the Institutional Share Sale to institutional investors through private placements in Finland and, in accordance with the applicable laws, internationally, including in the United States to persons reasonably believed by Managers to be qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act, pursuant to exemptions from the registration requirements under the U.S. Securities Act, according to the terms and conditions. Preliminarily a maximum of 25,000 personnel shares ("Personnel Shares") are being offered for subscription in the Personnel Offering to employees of the Company and its subsidiaries in Finland, who are in a full- or part-time employment relationship with Framery on the commencement date of the subscription period on 25 November 2025 (the "Personnel"). The Personnel Shares are not being offered to the members of the Executive Team and the Board of Directors of the Company, and the Selling Shareholders.
Depending on the demand, the Company and Vaaka may reallocate Offer Shares between the Public Share Sale, the Institutional Share Sale and the Personnel Offering in deviation from the preliminary number of shares without limitation. However, the minimum number of Offer Shares to be offered in the Public Share Sale will be 1,250,000 Offer Shares or, if the aggregate number of Offer Shares covered by the commitments submitted in the Public Share Sale is smaller than this, such aggregate number of Offer Shares as covered by the commitments.
The Offer Shares are offered in the Public Share Sale and the Institutional Share Sale for subscription for a Preliminary Subscription Price of a minimum of EUR 7.30 and a maximum of EUR 8.00 per Offer Share. The subscription price per Share in the Personnel Offering is 10 per cent lower than the Final Subscription Price in the Public Share Sale (i.e., the Final Subscription Price in the Personnel Offering will be no more than EUR 7.20 per Personnel Share).
With the Share Issue, the Company aims to raise gross proceeds of approximately EUR 20 million by offering New Shares in the Company for subscription. The Company will issue preliminary a maximum of 2,616,863 New Shares, assuming that the Final Subscription Price will be at the mid-point of the Preliminary Price Range and that a total of 25,000 New Shares would be subscribed for in the Personnel Offering at the discount applicable to the Personnel Shares.
The Selling Shareholders will offer for purchase preliminary a maximum of 22,499,489 Sale Shares in the Share Sale. The Sale Shares represent approximately 28.4 per cent of the Shares after the Share Issue assuming that the Over-allotment Option will not be exercised (approximately 33.1 per cent assuming that the Over-allotment Option will be exercised in full), and assuming that the Selling Shareholders will sell the maximum number of Sale Shares and that the Company will issue 2,616,863 New Shares (the number of New Shares has been calculated assuming that the Final Subscription Price will be at the mid-point of the Preliminary Price Range and that a total of 25,000 New Shares would be subscribed for in the Personnel Offering at the discount applicable to the Personnel Shares).
In connection with the Offering Vaaka, Varma Mutual Pension Insurance Company, the different funds of AlpInvest Partners B.V., Elo Mutual Pension Insurance Company and certain other Selling Shareholders are expected to grant to the Managers an Over-allotment Option, exercisable by DNB Carnegie on behalf of the Managers, to purchase a maximum of 3,786,257 Additional Shares at the Final Subscription Price solely to cover over-allotments in connection with the Offering. The Over-allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the prelist of Nasdaq Helsinki (i.e., on or about the period between 4 December 2025 and 3 January 2026). The Additional Shares represent approximately 4.9 per cent of the Shares and votes prior to the Offering and approximately 4.8 per cent after the Offering assuming that the Selling Shareholders will sell the maximum number of Sale Shares and that the Company will issue 2,616,863 New Shares (the number of New Shares has been calculated assuming that the Final Subscription Price will be at the mid-point of the Preliminary Price Range and that a total of 25,000 New Shares would be subscribed for in the Personnel Offering at the discount applicable to the Personnel Shares). However, the number of Additional Shares will not in any case represent more than 15 per cent of the aggregate number of New Shares and Sale Shares.
Certain funds managed by WIP Asset Management Ltd, certain funds managed by Handelsbanken Fonder AB, funds managed by I&T Asset Management (Investering & Tryghed), certain funds managed by Sp-Fund Management Company Ltd, certain funds managed by OP Fund Management Company Ltd, Danske Invest Finnish Equity Fund, certain funds managed by Evli Fund Management Company Ltd and certain funds managed by S-Bank Fund Management Ltd (together, the "Cornerstone Investors"), have on 20 November 2025 and 21 November 2025 each individually given subscription undertakings in relation to the Offering, pursuant to which the Cornerstone Investors have, each individually, committed to subscribe for Offer Shares at the Final Subscription Price, subject to certain conditions being fulfilled, including a condition that the Final Subscription Price does not exceed EUR 8.00 per Offer Share. According to the terms and conditions of the subscription undertakings, the Cornerstone Investors will be guaranteed the number of Offer Shares covered by the subscription undertaking. The Cornerstone Investors will not be compensated for their subscription undertakings.
The Cornerstone Investors have given subscription undertakings as follows:
- certain funds managed by WIP Asset Management EUR 20.0 million;
- certain funds managed by Handelsbanken Fonder AB EUR 15.0 million;
- funds managed by I&T Asset Management (Investering & Tryghed) EUR 15.0 million;
- certain funds managed by Sp-Fund Management Company Ltd EUR 15.0 million;
- certain funds managed by OP Fund Management Company Ltd EUR 12.5 million;
- Danske Invest Finnish Equity Fund EUR 10.0 million;
- certain funds managed by Evli Fund Management Company Ltd EUR 10.0 million; and
- certain funds managed by S-Bank Fund Management Ltd EUR 7.5 million.
The subscription undertakings of the Cornerstone Investors, totalling EUR 105.0 million, represent approximately 54.6 per cent of the Offer Shares assuming that the Over-allotment Option will not be exercised (approximately 47.5 per cent assuming that the Over-allotment Option will be exercised in full), and assuming that the Selling Shareholders will sell the maximum amount of Sale Shares and that the Company will issue 2,616,863 New Shares (the number of New Shares has been calculated assuming that the Final Subscription Price will be at the mid-point of the Preliminary Price Range and that a total of 25,000 New Shares would be subscribed for in the Personnel Offering at the discount applicable to the Personnel Shares).
The Company, Vaaka, Varma Mutual Pension Insurance Company, the different funds of AlpInvest Partners B.V., Samu Hällfors, Elo Mutual Pension Insurance Company and the Managers are expected to enter into a placing agreement (the "Placing Agreement") on or about 3 December 2025. In the Placing Agreement, the Company will agree to issue New Shares and the aforementioned Selling Shareholders will agree to sell Sale Shares to subscribers or purchasers procured by the Managers, and each of the Managers, severally will agree to procure subscribers or purchasers for the Offer Shares, provided certain conditions are fulfilled. Other Selling Shareholders than Vaaka, Varma Mutual Pension Insurance Company, the different funds of AlpInvest Partners B.V., Samu Hällfors and Elo Mutual Pension Insurance Company are not parties of the Placing Agreement but they have each given the Managers a sales undertaking with respect to the Offering.
In connection with the Offering, the Company, Vaaka, Samu Hällfors and other Selling Shareholders are expected to commit to a lock-up arrangement that will end 180 days after the Listing for the Company and Vaaka, 720 days after the Listing for Samu Hällfors, and 180 days after the Listing for other Selling Shareholders (excluding the members of the Board of Directors and the Executive team of the Company as well as the Company's employees). The members of the Board of Directors and the Executive Team of the Company as well as the employees who hold Shares in the Company, have committed or are expected to commit to a lock-up agreement that will end on the date that falls 360 days from the Listing. According to the terms and conditions of the Personnel Offering, the personnel participating in the Personnel Offering must agree to comply with the lock-up with similar terms to that of the members of the Board of Directors and the Executive Team of the Company and the employees owning Shares, that will end on the date that falls 360 days from the Listing.
The Shares have not been subject to trading on a regulated market or multilateral trading facility prior to the Offering. The Company intends to submit a listing application to Nasdaq Helsinki for the Shares to be listed on the Official List of Nasdaq Helsinki. Trading in the Shares is expected to commence on the prelist of Nasdaq Helsinki on or about 4 December 2025 and on the Official List of Nasdaq Helsinki on or about 8 December 2025.
The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 24 November 2025. The Finnish Prospectus will be available on or about 24 November 2025 on the Company's website at www.framery.com/listautuminen. Furthermore, the Finnish Prospectus will be available on or about 24 November 2025 on the website of Danske Bank at www.danskebank.fi/framery and on the website of Nordnet at www.nordnet.fi/framery. The English language Offering Circular will be available on or about 24 November 2025 on the Company's website at www.framery.com/listing and on the website of Danske Bank at www.danskebank.fi/framery-en.
Advisers
DNB Carnegie Investment Bank AB, Finland Branch and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch have been appointed as the joint global coordinators and joint bookrunners (together, the "Joint Global Coordinators") and Danske Bank A/S, Finland Branch has been appointed as the joint bookrunner (the "Joint Bookrunner") for the Offering (the Joint Bookrunner together with the Joint Global Coordinators, the "Managers"). In addition, the Company has appointed Nordnet Bank AB to act as the subscription place in the Offering. Hannes Snellman Attorneys Ltd is acting as the legal adviser to the Company. White & Case LLP is acting as the legal adviser to the Managers. Miltton Ltd is acting as communications adviser to the Company. PricewaterhouseCoopers Oy is acting as the Company's adviser for financial reporting, IPO, tax and financial due diligence services.
Company Event
Framery will organise a company event on Thursday 27 November 2025, at 6:00 p.m. EET. Join us online or in person at Sanomatalo, Studio Eliel, Töölönlahdenkatu 2, Helsinki. Framery's Chief Executive Officer Samu Hällfors and Chief Financial Officer Lauri Isotalo will be speaking at the event. Register your attendance at www.framery.com/listing.
Important Dates
| 24 November 2025 (estimate) | The Finnish Prospectus and the English language Offering Circular are published |
| 25 November 2025 at 10:00 a.m. (Finnish time) | The subscription periods for the Public Share Sale, the Institutional Share Sale and the Personnel Offering commence |
| 27 November 2025 at 4:00 p.m. (Finnish time) | The Public Share Sale, the Institutional Share Sale and the Personnel Offering may be discontinued at the earliest |
| 1 December 2025 at 4:00 p.m. (Finnish time) (estimate) | The subscription period for the Public Share Sale and the Personnel Offering ends |
| 3 December 2025 at 12:00 noon (Finnish time) (estimate) | The subscription period for the Institutional Share Sale ends |
| 3 December 2025 (estimate) | Announcement of the Final Subscription Price, the Final Subscription Price of the Personnel Offering and the final results of the Offering |
| 4 December 2025 (estimate) | The Offer Shares allocated in the Public Share Sale and the Personnel Offering will be recorded in the book-entry accounts of investors |
| 4 December 2025 (estimate) | Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence |
| 8 December 2025 (estimate) | The Offer Shares allocated in the Institutional Share Sale are ready to be delivered against payment through Euroclear Finland |
| 8 December 2025 (estimate) | Trading in the Shares on the Official List of Nasdaq Helsinki is expected to commence |
Further enquiries
Samu Hällfors, Chief Executive Officer, Framery Group Plc, tel. +358 50 410 5133, samu.hallfors@framery.com
Lauri Isotalo, Chief Financial Officer, Framery Group Plc, lauri.isotalo@framery.com
Media requests:
Inka Saxholm, Acting Chief Marketing Officer, Framery Group Plc, tel. +358 40 561 2701, inka.saxholm@framery.com
More information on the Offering is available at the website www.framery.com/listing.
Framery in Brief
Framery enables people to focus on what truly matters and to get things done. With its soundproof smart pods and smart office solution, Framery turns ordinary offices into places people love. This is why Framery is an essential part of a successful workday for millions of workers in over a hundred countries and within most of the world's leading companies.
Important Information
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand, Singapore, South Africa or the United States, or any other jurisdiction in which the release, publication or distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.
The issue, purchase or sale of securities in connection with the Offering is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Managers assume no responsibility in the event there is a violation by any person of such restrictions.
This announcement is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority will be published, and when published can be obtained from the Company and other places indicated in the prospectus. 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 does not constitute an offer for sale, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any of the securities in the United States or to conduct a public offering of securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. In the United Kingdom, this announcement is for distribution only to and is directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and (i) who have professional experience in matters relating to investments which fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person should not act or rely on this announcement or its content. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In any Member State of the European Economic Area other than Finland this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
This announcement includes forward-looking statements, that are not historical facts. Words such as "believe", "anticipate", "plan", "expect", "intend", "target", "estimate", "project", "predict", "forecast", "guideline", "should", "aim", "continue", "could", "guidance", "may", "potential", "will", as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
The timetable of the Offering may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that the Listing will occur and you should not base your financial decisions on the Company's intentions in relation to the Offering and Listing at this stage. Making investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offering for the person concerned.
The Managers are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. The Managers will not regard any other person as their client in relation to the Offering. The Managers will not be responsible to anyone other than the Company and the Selling Shareholders for providing protections afforded to their respective clients, nor for giving advice in relation to the Offering, 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 Managers nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truthfulness, accuracy or completeness of the information in this announcement or any other information relating to the Company, its subsidiaries or associated companies (or whether any information has been omitted from this announcement), 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.
Information to Distributors
Solely 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) local implementing measures (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, which has determined that the shares are (i): compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the "Target Market Assessment"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Notwithstanding the Target Market Assessment, 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 any transaction mentioned in this announcement. 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. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.