02 July 2021
Virala Acquisition Company Plc Stock Exchange Release 2 July 2021 at 02.00 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 ten largest registered shareholders of the Virala Acquisition Company Plc (the “Company”) and their shares of ownership after the completion of the initial public offering are shown in the table below based on the shareholders’ register maintained by Euroclear Finland Oy. Shareholders’ holdings are presented based on information from the shareholders’ register as at 1 July 2021, and the information does not include the shareholders that are nominee registered.
|Class C Shares||Class F Shares||Class E Shares||Total Shares||Total votes|
|Shareholder||Number of shares||Number of shares||Number of shares||Number of shares||%||Number of votes||%|
|VIRALA OY AB||3 550 204||937 391||627 826||5 115 421||41.44||4 487 595||38.30|
|AHLSTROM INVEST B.V||900 000||–||–||900 000||7.29||900 000||7.68|
|JUSSI CAPITAL OY||900 000||–||–||900 000||7.29||900 000||7.68|
|KESKINÄINEN VAKUUTUSYHTIÖ FENNIA||500 000||–||–||500 000||4.05||500 000||4.27|
|SVENSKA LITTERATURSÄLLSKAPET I
|500 000||–||–||500 000||4.05||500 000||4.27|
|OY JULIUS TALLBERG AB||400 000||–||–||400 000||3.24||400 000||3.41|
|FÖRENINGEN KONSTSAMFUNDET RF||200 000||–||–||200 000||1.62||200 000||1.71|
|KUSINKAPITAL AB||200 000||–||–||200 000||1.62||200 000||1.71|
|MERIMIESELÄKEKASSA||200 000||–||–||200 000||1.62||200 000||1.71|
|OY G.W. SOHLBERG AB||150 000||–||–||150 000||1.22||150 000||1.28|
|Ten largest shareholders, in total||7 500 204||937 391||627 826||9 065 421||73.43||8 437 595||72.01|
|Other shareholders||3 279 796||0||0||3 679 796||26.57||3 279 796||27.99|
|In total||10 780 000||937 391||627 826||12 345 217||100||11 717 391||100|
|Of which nominee-registered shares in total||576 757||0||0||576 757||4.67||576 757||4.92|
1) The company has three share classes (C, E and F), which differ from each other as set out in the Articles of Association in force as of the listing. The Company's Class C Shares (the “C Shares”) are admitted to trading on the SPAC segment of the regulated market of Nasdaq Helsinki Ltd. In addition to the abovementioned C Shares subscribed for, Virala Oy Ab (“Virala”) owns unlisted Class F which together with unlisted Class E Shares owned by Virala form the founder shares. Class F Shares can be converted into Class C Shares no earlier than three years and no later than seven years after the completion of the offering on certain conditions or exceptions as set out in the company’s Articles of Association. Class E Shares will automatically convert into Class F Shares under specific conditions if the company issues Class C Shares in a directed issue. The number of Class F Shares corresponds to eight per cent of all Class C Shares and Class F Shares in the Company after the offering and changes made to number of Class F Shares and Class E Shares. Further information on the founder shares and the Company’s share classes is available in the Articles of Association and the Offering Circular.
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 Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch that have been appointed to act as joint global coordinators and bookrunners for the Offering (jointly referred to as the "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 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.