28 June 2021
VIRALA ACQUISITION COMPANY PLC STOCK EXCHANGE RELEASE 28 June 2021 at 01.30 p.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
The Board of Directors of Virala Acquisition Company Plc (“VAC” or the “Company”) has today on 28 June 2021 decided on the completion of the contemplated offering (the “Offering”). The subscription price for the Offer Shares (as defined below) was EUR 10.00 per share in the Institutional Offering and the Public Offering (as defined below), which in total corresponds to a market capitalisation of the Company of approximately EUR 107.8 million immediately following the Offering. The Offering was oversubscribed and attracted significant demand from several long-only Finnish and Nordic institutions, family offices as well as private investors. Trading of the Company’s Class C Shares is expected to commence on the SPAC segment of the regulated market of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 29 June 2021.
As a part of the Offering, VAC will issue a total of 10,750,000 new Class C Shares in the Company (the “Offer Shares”), corresponding to approximately 99.7 percent of the Company’s Class C Shares after the Offering. The Board of Directors of the Company decided, in accordance with the terms and conditions of the Offering, to increase the number of the Offer Shares in the Institutional Offering by 1,250,000 new Class C Shares. In addition, as the Offer Shares as a result of the aforementioned upsizing shares reach at least 10,000,000 Class C Shares, the Board of Directors of the Company decided, in accordance with the terms and conditions of the Offering, that the Offer Shares are increased by another 500,000 Class C Shares as part of Virala Oy Ab’s (“Virala”) subscription undertaking (together the “Upsizing Shares”).
In the Offering, 750,000 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”) and 10,000,000 Offer Shares will be allocated in private placements to institutional investors in Finland and, in accordance with applicable legislation, internationally (the “Institutional Offering”). The commitments given in the Public Offering will be accepted in full for up to 300 Offer Shares and approximately 57.8 percent of the subscription commitments exceeding this amount. The total number of shareholders will increase to over 3,200 shareholders after the Offering.
Alexander Ehrnrooth, Chairman of the Board of Directors:
“On behalf of our team, I am very pleased with the final result of our initial public offering. Due to the strong interest shown by investors from the very beginning we decided to increase the size of the offering substantially compared to our original target. In VAC, the capital acquired from the founder, institutional investors and private investors is combined in a way that has not been seen before in Finland. Joining our forces, we will now be able to complete a truly significant acquisition.”
“The successful offering also shows that we have succeeded in building a model that the investors in the offering trust. I am particularly pleased that we were able to offer a good allocation to so many retail investors. Often in IPOs the number of shares allocated to individual retail investors has remained small. That is how we planned this and keeping our promises is a core value for us. Thanks to the offering, our company now has a strong and diverse shareholder base.”
“It is in our view that VAC complements the Finnish capital markets in an important way, and we are proud to be the first company utilizing the SPAC model to be listed in Finland. I warmly welcome all new owners of VAC to our community! We have an exceptionally strong team and next we will harness the power of our networks to find the best possible target company to acquire.”
Johannes Schulman, CEO:
“The IPO was only the first step on our journey and after the successful offering, we will move on to the next phase: the search for the target company. The size of the company sought is estimated at EUR 50-500 million, as measured by enterprise value, and the company must have strong ties to Finland. We believe we can offer companies in this size range a unique opportunity to realize their ambitious plans. We want to offer the target company an opportunity to increase its value to its full potential over time – together with the existing and new owners. In addition, the target company will be supported by VAC’s significant expertise and vast networks.”
“The search has now officially begun! Our initial intention is to acquire the target company with VAC's shares, as this will enable us to use a significant part of the capital raised in the offering to develop the company. Due to the size of the Finnish corporate landscape, we have not wanted to set too strict limits for the qualities of the acquisition target, but one alternative would be, for example, growth-oriented family businesses. In addition, we could also be interested in ‘carving out’ an individual business from a larger company, if we feel the individual business could be more efficiently developed as a separate company. In this case, we would allow the seller to focus its resources on developing its own core business.”
The Company will receive gross proceeds of EUR 107.5 million from the Offering before deducting the costs related to the Offering. Thus, the Company will deposit approximately EUR 96.75 million in the blocked bank accounts. The Offer Shares are registered in the Trade Register upheld by the Patent and Registration Office on or about 28 June 2021.
In addition, as described in the Offering Circular, Virala has made an early-stage investment in the Company and as a part of Virala’s intention to remain as a long-term owner of the Company, the number of Class F Shares compared to all Class F Shares and Class C Shares shall be eight (8) per cent after the Offering so that the total number of Class F Shares and Class E Shares is 1,565,217 after the Offering. To achieve such proportion, the number of existing Class E (previously Class A) Shares shall be decreased and the number of Class F (previously Class B) Shares shall be increased on one-to-one (1:1) ratio. In order to achieve this technically, the Company has, by a unanimous resolution of the shareholders on 28 June 2021, resolved on a directed share issue of 241,739 Class F Shares without payment to Virala and resolved on a directed redemption of 241,739 Class E Shares without payment from Virala. Additionally, the Board of Directors of the Company has today, on 28 June 2021, decided to cancel 241,739 Class E treasury shares. The issuance of new Class F Shares and cancellation of the Class E treasury shares will be registered with the Finnish Trade Register on or about 28 June 2021. The total number of shares in the Company or the number of shares owned by Virala do not change as a result of abovementioned adjustments.
Following the registration of the Offer Shares and Class F Shares and cancellation of Class E Shares, the total number of issued shares in VAC is 12,345,217 and the total number of votes is 11,717,391. The Company does not hold any treasury shares after the cancellation of Class E treasury shares. The Company has 10,780,000 Class C Shares, 937,391 Class F Shares and 627,826 Class E Shares.
In addition, subject to the completion of the listing, through a unanimous resolution of the shareholders, the Company has resolved on 13 June 2021 to make certain changes to the Articles of Association of the Company as described in the Offering Circular, including a resolution to rename the Company’s share classes so that Class A Shares will be renamed as Class E Shares and Class B Shares as Class F Shares. The changes in the Articles of Association will be registered with the Finnish Trade Register on or about 28 June 2021.
Offer Shares issued in the Public Offering will be recorded on or about 29 June 2021 in the book-entry accounts of investors who have made an approved commitment. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 1 July 2021 through Euroclear Finland Oy.
A confirmation regarding the approval of commitments and allocation of the Offer Shares will be sent out as soon as possible and on or about 29 June 2021 at the latest to all investors who have submitted their commitments in the Public Offering. Investors who have submitted their commitments as Nordnet Bank AB’s (“Nordnet”) customers 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 to the person who made the commitment to the Finnish bank account stated in the commitment approximately five (5) business days after the completion decision (i.e. on or about 5 July 2021). If an investor’s bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. If an investor is a client of Nordnet and the commitment is submitted via Nordnet, the refund will be paid only to a cash account at Nordnet.
Trading of the Company’s Class C Shares is expected to commence on the SPAC-segment of the regulated market of Nasdaq Helsinki on or about 29 June 2021. The share trading code of the Class C Shares is “VACSPAC” and ISIN code FI4000507488.
In connection with the Offering, Virala and the Board of Directors and management of the Company have, subject to certain exceptions, committed to lock-up arrangements of 180 days. The lock-up does not apply to certain situations, including a takeover bid concerning the Company, a Class C Share buyback directed to all shareholders or the transfer of Class C Shares to an entity controlled by the transferor, among other things, and does not concern Class C Shares acquired or received by Virala, the members of the Board of Directors and the management of the Company after the date of the listing. With respect to Virala, the aforementioned lock-up does not prohibit Virala from pledging Class C Shares subscribed by it in the Offering, nor does it prohibit Virala from exercising its right to convert Class F Shares in the Company into Class C Shares in accordance with the Company’s Articles of Association. In addition, Virala has agreed with the Company, subject to certain exceptions, a lock-up period of three (3) years from the listing. Additionally, Jaakko Eskola, Makai Holding Oy (a company controlled by Mammu Kaario) and Seico Investments Oy (a company controlled by Kai Seikku) have agreed with the Company a lock-up period of three (3) years from the listing with respect to Class C Shares they have subscribed for prior to the Offering.
Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) are acting as the Joint Global Coordinators and Bookrunners for the Offering (together the “Joint Global Coordinators” and each individually a “Joint Global Coordinator”). Hannes Snellman Attorneys Ltd is acting as the legal advisor to the Company. White & Case LLP is acting as the legal adviser to the Joint Global Coordinators.
Further enquiries and interview requests
Charlotta Palm, Project Assistant, Virala Oy Ab, +358 50 357 5566
Nasdaq Helsinki Ltd
Virala Acquisition Company Plc (VAC) is a Finnish acquisition company, tailored to the Finnish capital markets. The goal of VAC is to identify and execute one or more acquisitions that aim to create significant value for both the shareholders and the target company, as well as diversify the Finnish capital markets. VAC seeks one or more companies and/or businesses with an estimated enterprise value ranging from approximately EUR 50 to EUR 500 million. The founding shareholder of VAC is the industrial enterprise Virala which has committed to act as a long-term anchor owner and developer of the companies to be acquired. www.virala.fi/en/
Virala is a long-established industrial owner company. Virala Group includes family-owned and co-controlled private and publicly traded companies, in which Virala acts as an active owner with significant shareholdings. In addition, the Group actively manages a global portfolio including private equity, venture capital and real estate investments. In 2020 Virala Group was the leading investor in three listed companies in Finland and Sweden, which in aggregate generated EUR 4.6 billion in revenue and had more than 13,000 employees around the world in 2020. Virala Group’s average annual return on equity was 24.7 per cent during 2014–2020. The parent company of Virala Group, Virala Corporation, is owned by Alexander and Albert Ehrnrooth.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.
The issue of securities in connection with the Offering is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Joint Global Coordinators 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 has been published, and can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe any securities referred to in this announcement except on the basis of information contained in the prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. 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.
In the United Kingdom, this announcement is directed only at persons (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) 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.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, where the Prospectus Regulation is applicable (each, a “Relevant Member State”), will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. As a result, the securities may only be offered in Relevant Member States (a) to “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. Neither the Company nor any of the Joint Global Coordinators have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Joint Global Coordinators which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Joint Global Coordinators have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Joint Global Coordinators to publish or supplement a prospectus for such offer.
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 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 prospectus published or offering circular distributed by the Company.
This announcement includes forward-looking statements, which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations, market data, and perceptions and objectives of the management of future operations and goals, as well as other 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 Offering timetable, including the date of admission of the shares to the SPAC segment of the official list of the Nasdaq Helsinki Ltd, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering. Acquiring 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 Joint Global Coordinators are acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Joint Global Coordinators and neither of the Joint Global Coordinators accept liability for this information included in this announcement.
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 investor 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 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. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.