Administer announces subscription price for its contemplated First North initial public offering and further information on listing of its shares on First North marketplace

Administer Plc – Press release  3 December 2021 at 5:00 p.m. (Finnish time)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Administer Plc (”Administer” or the ”Company”) announces today the subscription price for its contemplated initial public offering (the “Offering”) and further information on contemplated listing of its shares. On 29 November 2021, Administer announced that it is contemplating listing of its shares on the Nasdaq First North Growth Market Finland (”First North”), a multilateral marketplace maintained by Nasdaq Helsinki Oy (”Nasdaq Helsinki”) (the “Listing”). The Company has submitted a prospectus (“Prospectus”) relating to the initial public offering for approval by the Financial Supervisory Authority. The Prospectus is expected to be approved today, 3 December 2021. The subscription period for the contemplated Offering is expected to commence on 7 December 2021 at 10:00 a.m. Finnish time.

The Offering in brief

• The subscription price for the Offering is EUR 4.86 per share (the “Subscription Price”).
• In the Offering, the Company will preliminarily offer a maximum of 2,264,110 new shares in the Company (the “New Shares”), in addition to which, the Company’s existing shareholder Bocap SME Achievers Fund II Ky (the “Selling Shareholder”) offers for purchase preliminarily a maximum of 1,900,890 existing shares in the Company (the “Sale Shares”, and together with the New Shares, the “Offer Shares”).
• The Offering consists of (i) a public offering to private individuals and entities in Finland (the “Public Offering”), (ii) an institutional offering to institutional investors in Finland and internationally in accordance with the applicable legislation, excluding the United States, as well as (iii) a personnel offering to the personnel employed by the Company or its group companies and affiliated companies in Finland during the subscription period, and to members of the Board of Directors and the Management Team of the Company or its group companies and affiliated companies in Finland (the “Personnel Offering”). In the Personnel Offering, the subscription price is 10 percent lower than the Subscription Price, i.e. EUR 4.38 per Offer Share. The final number of Offer Shares will be announced in a company release on or about 20 December 2021.
• Administer aims to raise approximately EUR 11 million in gross proceeds through the Offering.
• The Offer Shares represent approximately 30.7 percent of all the shares in the Company (the “Shares”) and number of votes they carry after the Offering, provided that (i) the Over-allotment Option (defined below) is not exercised, (ii) the Selling Shareholder sells the maximum number of Sale Shares and (iii) the Company issues a total of 2,264,110 New Shares (approximately 33.7 percent assuming that the Over-allotment Option (defined below) is exercised in full).
• Ilmarinen Mutual Pension Insurance Company, Aurator Asset Management Ltd, Elo Mutual Pension Insurance Company, Fincorp Oy, Talcom Oy Ab, Cata Holding Oy Ab, Sijoitus Oy Emce Invest Ab, Jouni Monto Oy, Eyemaker’s Finland Oy, Vikakono Oy, K22 Finance Oy, Suotuuli Oy, Novatum Oy, Taloustieto Incrementum  Oy, Rantanplan Oy, Rantalainen-Yhtiöt Oy, Sulovilen Oy and Harry Lindström (the “Cornerstone Investors”) have, subject to certain conditions, undertaken to participate in the Offering and subscribe for Offer Shares with the Subscription Price in an aggregate amount of EUR 12.6 million.
• In connection with the Listing, the Company would commit to a lock-up arrangement of 180 days and the participants in the Personnel Offering to 365 days. In addition, the Selling Shareholder and other shareholders of the Company are expected to commit to a lock-up arrangement of 180 days.
• Preliminarily a maximum of 1,030,000 Offer Shares are offered in the Public Offering, and preliminarily a maximum of 3,000,000 Offer Shares are offered in the Institutional Offering. Preliminarily a maximum of 135,000 Offer Shares are offered In the Personnel Offering.
• In connection with the Offering, the Company is expected to give Evli Bank Plc (the “Lead Manager”), who is acting as the Lead Manager, the right to increase the number of Offer Shares by a maximum of 620,000 New Shares solely to cover possible oversubscription situations related to the Offering (the “Over-allotment Option”).
• The subscription period for the Public Offering will commence on 7 December 2021 at 10:00 a.m. (Finnish time) and end at the latest on 16 December 2021 at 4:00 p.m. (Finnish time).
• The subscription period for the Institutional Offering will commence on 7 December 2021 at 10:00 a.m. (Finnish time) and end at the latest on 17 December 2021 at 12:00 noon (Finnish time).
• The subscription period for the Personnel Offering will commence on 7 December 2021 at 10:00 a.m. (Finnish time) and end at the latest on 16 December 2021 at 4:00 p.m. (Finnish time).
• Trading on the Shares is expected to commence on First North on or about 21 December 2021 with the trading code “ADMIN”.
• Evli Bank Plc (”Evli”) acts as the Lead Manager for the Offering. Bird & Bird Attorneys Ltd acts as the legal advisor to the Company and Hill and Knowlton Finland Ltd acts as the communications advisor to the Company.
• Evli acts as the subscription place in the Offering.In addition, the Company has appointed Nordnet Bank AB (”Nordnet”) as a subscription place in the Public Offering, in addition to which Nordnet also accepts subscriptions in the Institutional Offering.

Background and reasons for the listing

The aim of the planned Listing and Offering is to enhance Administer’s ability to implement its growth strategy both organically and through acquisitions as well as to increase financial flexibility for business development by increasing solvency. The Listing would also enable the Company to expand its ownership base with new institutional and other investors, which in turn would improve Administer’s funding base. Further, the aim of the Listing is to commit and incentivise Administer’s personnel.

Information on the Offering and disclosure of the Prospectus

The planned Offering consists of New Shares issued by the Company, in addition to which the Company’s current shareholder, private equity fund Bocap SME Achievers Fund II Ky, will offer for purchase a number of its existing Shares in the Company, in connection with the Listing. The Shares are offered to Administer’s personnel and the public in Finland, as well as qualified and institutional investors in Finland and internationally (excluding the United States). All offering of shares outside the United States will be made in accordance with the Regulation S under the United States Securities Act of 1933 (as amended).

Prior to the Offering and the Listing, the Company’s Shares have not been subject to public trading. On or about 7 December 2021, the Company intends to submit an application to Nasdaq Helsinki Oy for the listing of its Shares on Nasdaq First North Growth Market Finland marketplace. Trading in the Shares on First North is expected to commence on or about 21 December 2021

Administer has submitted a prospectus (the “Prospectus”) relating to the Offering for approval by the Financial Supervisory Authority. The Financial Supervisory Authority is expected to approve the Prospectus today, 3 December 2021. The Prospectus will be made available on or about 3 December 2021 on Administer’s website at www.administergroup.com/IPO and Evli’s website at www.evli.com/administer-en. In addition, the Prospectus will be available on or about 3 December 2021 at the Company’s registered address Itämerenkatu 5, 00180 Helsinki.

Important dates

• The Prospectus available electronically on or about 3 December 2021
• The subscription period commences on 7 December 2021
• The subscription period may be discontinued at the earliest on 14 December 2021 at 4:00 p.m. Finnish time
• Subscription periods of the Public Offering and the Personnel Offering end on 16 December 2021 at 4:oo p.m. Finnish time (estimate)
• Subscription period of the Institutional Offering ends on 17 December 2021 at 12:00 noon Finnish time (estimate)
• The final results of the Offering are announced in a company release on 20 December 2021 (estimate)
• The New Shares are entered in the Trade Register on 20 December 2021 (estimate)
• The Offer Shares offered in the Public Offering and the Personnel Offering are entered on the book-entry accounts on 20 December 2021 (estimate)
• Trading in the Shares in First North is expected to commence on 21 December 2021 (estimate)
• Entering of Sale Shares on the book-entry accounts is expected to start on 23 December 2021 (estimate)

Further information

Peter Aho

CEO

Administer Plc

Tel. +358 40 501 3661

peter.aho@administer.fi

Information on Administer

Administer is a Finnish group established in 1985 offering financial management and payroll administration services, consultancy services and software services. Administer provides a diverse range of services enabling Administer to offer its customers both financial management services and HR and payroll administration services as well as consulting and software services. Administer’s aim is to make financial management and payroll administration of its customers efficient and smooth and to provide its customers with a customer experience that exceeds expectations.

Administer’s main business areas are financial management services and HR and payroll administration services in addition to which Administer is able to offer its customers a wide range of additional services according to their needs. Administer’s service offering consists of outsourcing services for business-critical functions, and for this reason Administer plays a key role in its customers’ business. Administer’s strategy is to provide a high-quality customer experience with an innovative mindset as well as a comprehensive service offering and technological solutions. The management believes that Administer can provide a comprehensive service offering, which enables the success of its customers in their own business operations.

Administer’s net sales for the financial period ended 31 December 2020 was EUR 43.7 million and operating profit EUR 2.9 million.

Important information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities potentially issued by Administer Plc (the ”Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any EEA Member State, other than Finland, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”). Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. 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 and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Evli Bank Plc (the "Lead Manager") is acting exclusively for the Company and no-one else in connection with the potential offering. It will not regard any other person as their respective clients in relation to the potential offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the potential 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. The Lead Manager or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Information for distributors

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.