Digital Workforce Services Plc: Stabilization measures taken and discontinuation of the stabilization period

Digital Workforce Services Plc: Stabilization measures taken and discontinuation of the stabilization period

Digital Workforce Services Plc, Stock Exchange Release, 2 January 2022 at 21.00

 

NOT TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, SINGAPORE OR NEW ZEALAND OR ANY OTHER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.

 

With reference to the offering circular published by Digital Workforce Services Plc (the “Company”) on 18 November 2021 and the stock exchange release published on 1 December 2021 regarding the result of the initial public offering of the Company (the “Offering”), the Company has received notification that Danske Bank A/S, Finland Branch (“Danske Bank”), acting as stabilising manager in the Offering, has carried out stabilization measures between 27 December and 30 December 2021. The stabilization period has been discontinued on 2 January 2022 and no further stabilisation measures will be carried out.

 

CapMan Growth Equity Fund 2017 Ky has, in connection with the Offering, granted Danske Bank an option to purchase up to 580,742 shares in the Company at the subscription price of the Offering, in order to cover any over-allotments. Danske Bank has today decided to partially exercise the over-allotment option granted by CapMan Growth Equity Fund 2017 Ky. Danske Bank purchases 82 152 shares in the Company from CapMan Growth Equity Fund 2017 Ky and redelivers simultaneously to the CapMan Growth Equity Fund 2017 Ky shares borrowed by Danske Bank according to the Share Lending Agreement related to the Offering.

 

Danske Bank (contact: Niels Erik Nielsen, tel: +44 20 7410 8000) has announced that it has performed stabilization measures (in accordance with Article 5(4) of the EU Market Abuse Regulation (EU) No. 596/2014) on Nasdaq First North Growth Market Finland in accordance with what is set out below.

Stabilization Information

Issuer	Digital Workforce Services Plc
Securities	Shares (ISIN FI4000513015)
Offering size	3,423,198 shares
Offering price	EUR 6.58
Ticker	DWF
Stabilization manager	Danske Bank A/S, Finnish branch
Stabilization period	3. December 2021 – 30. December 2021

 

 

 

Stabilization Transactions

Date	Price (lowest)	Price (Highest)	Price (weighted average)	Quantity	Currency	Market
03. December 2021	6.17	6.58	6.520	345,742	EUR	Nasdaq First North Growth Market Finland
07. December 2021	5.85	6.30	6.099	14,574	EUR	Nasdaq First North Growth Market Finland
08. December 2021	6.18	6.58	6.284	40,950	EUR	Nasdaq First North Growth Market Finland
09. December 2021	6.30	6.58	6.524	43,476	EUR	Nasdaq First North Growth Market Finland
10. December 2021	6.30	6.50	6.438	12,608	EUR	Nasdaq First North Growth Market Finland
13. December 2021	6.50	6.50	6.500	1,392	EUR	Nasdaq First North Growth Market Finland
14. December 2021	6.00	6.20	6.081	4,153	EUR	Nasdaq First North Growth Market Finland
15. December 2021	5.90	6.00	5.956	1,504	EUR	Nasdaq First North Growth Market Finland
16. December 2021	5.90	5.90	5.900	1,339	EUR	Nasdaq First North Growth Market Finland
17. December 2021	-	-	-	-	-	No stabilisation measures taken
20. December 2021	6.00	6.08	6.040	4,004	EUR	Nasdaq First North Growth Market Finland
21. December 2021	5.90	5.90	5.900	476	EUR	Nasdaq First North Growth Market Finland
22. December 2021	6.00	6.00	6.000	1,655	EUR	Nasdaq First North Growth Market Finland
23. December 2021	6.20	6.20	6.200	2,000	EUR	Nasdaq First North Growth Market Finland
27. December 2021	6.38	6.50	6.48	4,254	EUR	Nasdaq First North Growth Market Finland
28. December 2021	6.54	6.56	6.56	5,463	EUR	Nasdaq First North Growth Market Finland
29 December 2021	6.44	6.58	6.54	10,000	EUR	Nasdaq First North Growth Market Finland
30 December 2021	6.50	6.58	6.56	5,000	EUR	Nasdaq First North Growth Market Finland

 

For further information, please contact:

Mika Vainio-Mattila, CEO, Digital Workforce Services, +358 40 752 0617

Sole Global Coordinator and Certified Adviser: Danske Bank A/S, Finnish branch, +358 40 841 3052

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.

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.