Digital Workforce Services Plc’s institutional offering has been oversubscribed and the subscription period suspended
Digital Workforce Services Plc’s institutional offering has been oversubscribed and the subscription period suspended
Digital Workforce Services Plc, Company release 1 December 2021 at 11:00 a.m. EET
NOT TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, SINGAPORE OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Digital Workforce Services Plc’s (“Digital Workforce” or the “Company”) institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally, has been oversubscribed and therefore the Company’s Board of Directors has decided to suspend the subscription period for the institutional offering in accordance with the terms and conditions of the initial public offering today, on 1 December 2021, at 11:00 a.m. EET.
Due to the suspension of the subscription period of the public offering on 29 November 2021, the ending of the subscription period of the personnel offering on 30 November and the suspension of the subscription period for the institutional offering as of today, the final number of shares offered and the allocation of the shares offered between the public offering, institutional offering and personnel offering and the acceptance of subscriptions commitments, either partially or wholly, made in the offering is expected to be announced later today, on 1 December 2021. Trading in the Company’s shares on Nasdaq First North Growth Market Finland is expected to commence on or about 3 December 2021.
Advisers in the Offering
Danske Bank A/S, Finland Branch is acting as the Sole Global Coordinator in the Offering (“Sole Global Coordinator”) and as the certified adviser in accordance with the rules of Nasdaq First North Growth Market Rulebook. Castrén & Snellman Attorneys Ltd is acting as the legal adviser to the Company, Borenius Attorneys Ltd. as the legal adviser to the Sole Global Coordinator and Miltton Oy as communications adviser to the Company.
Mika Vainio-Mattila, CEO, +358 40 752 0617
Sanna Enckelman, CFO, +358 50 388 3917
Danske Bank A/S, Finland Branch, +358 40 841 3052
About Digital Workforce
Digital Workforce is a Finnish Intelligent Automation (IA) and Robotic Process Automation (RPA) services provider. According to the Management, based on a competitive environment survey carried out by the Company, and research company Forrester, Digital Workforce is one of the leading service providers specialising in RPA and IA on an industrial scale in terms of revenue, service offering, customer referenced and head count. Digital Workforce helps its customers to automate knowledge work tasks and business processes with IA through its digital workers. Digital Workers are software robots that are in essence automated team members that execute business processes precisely, tirelessly and with fewer mistakes than human workers – with no significant changes to the customer’s existing systems. Digital workers have superpowers based on RPA, Artificial intelligence and cloud services, which make them fast and efficient.
More information available at www.digitalworkforce.com
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or New Zealand or any other jurisdiction in which distribution or publication would be unlawful. This announcement does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. No part of this initial public offering relating to the securities will be registered in the United States nor will the securities be offered to the public in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In certain states, the issue, use and/or sale of securities is subject to special legal or legislative restrictions. The Company and Danske Bank A/S, Finland Branch assume no responsibility in the event there is a violation by any person of such restrictions.
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. The in-formation contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. 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 by the Company.
The Company does not offer securities to the public in any jurisdiction outside Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the Prospectus Regulation)(each, a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus referred to in the Prospectus Regulation. As a result, the securities may only be offered in Relevant Member States (a) to qualified investors as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an ‘offer of securities to the public’ means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities.
The Company will not offer securities to the public in any jurisdiction outside Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the Prospectus Regulation)(each, a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus referred to in the Prospectus Regulation. As a result, the securities may only be offered in Relevant Member States (a) to qualified investors as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an ‘offer of securities to the public’ means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) fall within the definition of “qualified investors” of the Prospectus Regulation, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended); (ii) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (‘high net worth companies’, unincorporated associations, etc.) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. 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.
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 offering. 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.
This announcement includes forward-looking statements, which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as ‘believe’, ‘anticipate’, ‘plan’, ‘expect’, ‘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. By their nature, forward-looking statements are subject to 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 to reflect events or circumstances subsequent to the publication of this release.
 Source: The Forrester Wave Robotic Process Automation Q1 2021, Forrester 2021; from public sources
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