Digital Workforce Services Plc’s initial public offering has been oversubscribed and the listing will be completed as planned

Digital Workforce Services Plc’s initial public offering has been oversubscribed and the listing will be completed as planned

Digital Workforce Services Plc, Company release 1 December 2021 at 2:00 p.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NOT TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, SINGAPORE OR NEW ZEALAND OR ANY OTHER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.

The Board of Directors of Digital Workforce Services Plc (“Digital Workforce” or the “Company”) has today on 1 December 2021 decided on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 6.58 per share in the Institutional Offering and the Public Offering (as defined below), and EUR 5.93 per share in the Personnel Offering (as defined below), which corresponds in total to a market capitalisation of the Company of approximately EUR 72.5 million immediately following the Offering. Demand in the Offering was strong from both Finnish and international investors and the Offering was multiple times oversubscribed. Trading in the Company’s shares (the “Shares”) is expected to commence on Nasdaq First North Growth Market Finland (“First North”) on or about 3 December 2021.

Information about the Offering

As part of the Offering, the Company will issue 3,423,198 new shares in the Company (the “New Shares”) (the “Share Issue”), corresponding to approximately 31.1 percent of the total number of outstanding Shares and the number of votes vested by the Shares after the Offering. In addition, Mika Vainio-Mattila, Jukka Virkkunen and Heikki Länsisyrjä (together the “Sellers”) will sell 448,417 existing Shares in the Company (the “Sale Shares) (the “Share Sale”, and together with the Share Issue, the “Offering”), corresponding to approximately 4.1 percent of the total number of outstanding Shares and the number of votes vested by the Shares after the Offering. Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares”. The Offer Shares correspond to approximately 35.1 percent of the Shares and the number of votes vested by the Shares after the Share Issue (and approximately 40.4 percent if the Over-Allotment Option, as defined below, is exercised in full).

759,878 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”), 3,654,568 Offer Shares will be allocated in private placements to institutional investors in Finland and, in accordance with applicable laws, internationally (the “Institutional Offering”) and (iii) 37,911 Offer Shares will be allocated to the Company’s full-time and part-time permanent employees as well as employees with a fixed-term employment with the Company at the commencement of the subscription period on 22 November 2021 at 10:00 a.m. EET and to the Company’s Management Team and CEO and to the members of the Board of Directors (the “Personnel Offering”). The commitments given in the Public Offering will be accepted in full for up to 40 Offer Shares and approximately 25.5 percent of the subscription commitments exceeding this amount. The commitments given in the Personnel Offering will be accepted in full.

Digital Workforce will receive gross proceeds of approximately EUR 22.5 million from the Offering. The Sellers will receive gross proceeds of approximately EUR 3.0 million. The total number of Shares in the Company will increase to 11,020,023 after the New Shares offered in the Share Issue are registered in the Trade Register upheld by the Patent and Registration Office on or about 2 December 2021. The number of shareholders after the Offering will increase to more than 5,600 shareholders.

The Offer Shares subscribed for and issued in the Public Offering and Personnel Offering will be recorded in the book-entry accounts of investors, who have made approved commitments, on or about 3 December 2021. The shares subscribed for in the Institutional Offering will be ready to be delivered against payment through Euroclear Finland Ltd on or about 7 December 2021.

Written confirmations regarding the approval of the commitments and the allocation of Offer Shares will be sent to the investors who have submitted their commitments in the Public Offering and been allocated Offer Shares at the latest on or about 7 December 2021. Investors who have submitted their commitments as customers of Nordnet Bank AB Finnish Branch (“Nordnet”) through Nordnet’s online service, will see their commitments as well as allocation of Offer Shares on the transaction page of Nordnet’s online service. Any excess payments made in connection with the commitments will be refunded to the party that made the commitment to the Finnish bank account identified in the commitment on or about the fifth (5^th) banking day after the completion decision, on or about 10 December 2021. If an investor’s bank account is in a different bank than the subscription place, the refund will be paid to a bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. To Nordnet’s own customers, who have given their Commitments via Nordnet’s subscription place, the amount to be refunded will be paid to Nordnet’s cash accounts. No interest will be paid on the refunded amount.

 

Trading in the Company’s shares on First North is expected to commence on or about 3 December 2021, provided that the Company’s listing application will be approved. The trading code of the shares is expected to be DWF and the ISIN code is FI4000513015.

 

In connection with the Offering, CapMan Growth Equity Fund 2017 Ky (”CapMan”) has granted an over-allotment option to Danske Bank A/S, Finland Branch (“Danske Bank”), acting as the stabilising manager, which authorises the Stabilising Manager to purchase at the subscription price a maximum of 580,742 additional shares (the “Additional Shares”) solely to cover possible overallotments 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 Shares on First North (i.e., on or about the period between 3 December 2021 and 2 January 2021) (the “Stabilisation Period”). The maximum number of Additional Shares represents approximately 5.3 percent of the Shares and votes vested by the Shares after the Offering.

Danske Bank, acting as stabilising manager, may, but is not obligated to, engage in measures during the Stabilisation Period that stabilise, maintain or otherwise affect the price of the Shares. Any stabilisation measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “Market Abuse Regulation”) and Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy‑back programs and stabilisation measures.

In connection with the Offering, the Company, CapMan and Lifeline Ventures Fund II Ky (”Lifeline”) have, with customary exemptions, entered into lock-up agreements of 180 days from the listing. The members of the Board of Directors and Management Team of the Company as well as the following country managers Juha Järvi, Kenneth Tellebo, Kinga Chelinska-Baranska, Leon Stafford and Tony Minana have, with customary exemptions, entered into lock-up arrangements that will end 360 days from the listing and commencement of trading (i.e., on or about 28 November 2022). Persons that have made subscriptions in the Personnel Offering have agreed to a lock-up undertaking of 360 days from the listing (i.e., on or about 28 November 2022). The lock-ups apply to approximately 64.1 percent of the Shares after the Offering assuming that the Over-Allotment Option will not be exercised and approximately 58.8 percent of the Shares assuming that the Over-Allotment Option will be exercised in full.

Advisers in the Offering

 

Danske Bank 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.

Additional Information:

Mika Vainio-Mattila, CEO, +358 40 752 0617

Sanna Enckelman, CFO, +358 50 388 3917

Certified Adviser:

Danske Bank A/S, Finland Branch, +358 40 841 3052

Timo Ahopelto, Chairman of the Board comments:

“We are grateful for the strong interest investors have shown towards Digital Workforce’s initial public offering. Digital Workforce’s IPO was oversubscribed manyfold, and the company will now have a strong owner base, consisting of institutions and a large number of retail investors and Digital Workforce’s own personnel. The listing will also establish a strong base for Digital Workforce to reach its financial goals.”

Mika Vainio-Mattila, Chief Executive Officer comments:

“We would like to thank investors and our new shareholders for their strong trust in Digital Workforce’s future success. The listing enables investments in growth and helps us in executing our strategy. We will now continue our growth story together with all our new shareholders.”

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[1], 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

IMPORTANT INFORMATION

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.

 

Forward-Looking Statements

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.

 

[1] Source: The Forrester Wave Robotic Process Automation Q1 2021, Forrester 2021; from public sources