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The Finnish Financial Supervisory Authority Has Approved Efecte Plc's Finnish Language Prospectus

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The Finnish Financial Supervisory Authority Has Approved Efecte Plc's Finnish Language Prospectus PRESS RELEASE 24 November 2017 at 18.00 The Finnish Financial Supervisory Authority has approved Efecte Plc’s Finnish language prospectus The Finnish Financial Supervisory Authority has today approved Efecte Plc’s (“Efecte” or the “Company”) Finnish language prospectus. The prospectus relates to the Company’s contemplated listing on the First North Finland marketplace operated by Nasdaq Helsinki Ltd and the related initial public offering (“IPO”). The prospectus is available as an electronic document on Efecte's website at www.efecte.com/listautuminen and on Evli Bank Plc’s website at www.evli.com/efecte. The prospectus will also be available as a printed version on or about 27 November 2017 at Efecte's headquarters at the address Vaisalantie 6, 02130 Espoo, Finland, from Evli Bank Plc’s office at the address Aleksanterinkatu 19 A, 4th floor, 00100 Helsinki, Finland, and from the service desk of Nasdaq Helsinki Ltd at the address Fabianinkatu 14, 00100 Helsinki, Finland. The terms and conditions of the IPO are appended to this release in their entirety. The subscription period of the IPO will commence on 27 November 2017. Further enquiries: Sakari Suhonen CEO Efecte Plc [email protected] +358 50 384 3576 Hannu Nyman CFO Efecte Plc [email protected] +358 50 306 9913 Efecte Plc Efecte is a Finnish software company that provides cloud-based service and identity management software solutions, as well as related consultancy services. They simplify and improve the efficiency of managing the services, IT systems and infrastructure in an organization. Measured by number of customers, Efecte is one of the leading software vendors in its field to large, medium- sized and public organizations in Finland and the Nordic countries. The Company was founded in 1998. In addition to Finland, it has operations in Sweden, Denmark, and Germany. Efecte employs around 90 professionals and had a turnover of 8.3 million euros in 2016. www.efecte.com DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan. This release 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. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Evli Bank Plc assume no responsibility in the event there is a violation by any person of such restrictions. This release contains forward-looking statements including statements concerning the company's strategy, financial position, profitability, result of operations and market data as well as other statements that are not historical facts. Statements which include the words “will”, “estimate”, “predict”, “continue”, “anticipate”, “presume”, “may”, “plan”, “seek”, “become”, “aim”, “believe”, “could” and other similar expressions or their negative forms indicate forward-looking statements, but forward-looking statements are not limited to these expressions. By nature, forward-looking statements involve risks, uncertainties and numerous factors that could result in the actual consequences or results of operations differing materially from projections. Readers should not place undue reliance on these forward-looking statements. The information 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 document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company. The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (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 in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. 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 exercise, purchase or subscribe for the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive” refers to Directive 2003/71/EC (as amended, including the 2010 PD Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it includes all relevant implementation measures in the Relevant Member State, and the expression “2010 PD Amending Directive” refers to Directive 2010/73/EC. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. TERMS AND CONDITIONS OF THE INITIAL PUBLIC OFFERING The term “subscription” below means an offer or commitment provided by an investor to subscribe for Offer Shares in the Initial Public Offering, whether the investor has offered or committed to purchase existing shares or to subscribe for new shares. Either new issued shares or shares to be sold can be allocated to the investors. Correspondingly, “subscriber”, “subscription period”, “subscription place”, “subscription price”, “subscription commitment” (and other corresponding terms) refer to both share issue and share sale. General terms and conditions of the Initial Public Offering General description A total of 2,062,623 shares in Efecte Plc (the Company or Efecte) will be offered in the Share Issue and Share Sale (as defined below). The company will offer a maximum total of 1,035,000 new shares (New Shares) in the Company for subscription (Share Issue). In addition, the current shareholders of the Company (Sellers) listed in Appendix C of the Finnish language prospectus (Prospectus) offer a maximum of 1,027,623 existing shares in the Company (Sale Shares, and together with the New Shares the Offer Shares) for purchase (Share Sale, and together with the Share Issue the IPO). The IPO consists of (i) a public offering to private individuals and corporations in Finland (Public Offering), (ii) a personnel offering to the employees of the Company and its fully owned subsidiaries and to the members of the board (Personnel Offering) and (iii) an institutional offering to institutional investors in Finland and abroad if the requirements of local regulations are met (Institutional Offering). The Offer Shares correspond to approximately 45.9% of the issued and outstanding shares in the Company and the votes carried by them before the IPO, and approximately 37.3% after the IPO provided that all of the Offer Shares are subscribed for and sold in full. Preliminarily, a maximum of 1,472,623 Offer Shares are being offered in the Institutional Offering and a maximum of 540,000 Offer Shares are being offered in the Public Offering. The number of Offer Shares offered in the Institutional Offering and Public Offering may be more or less than the numbers presented here. A maximum of 50,000 shares are being offered in the Personnel Offering. The terms and conditions of the Public Offering also apply to the Personnel Offering unless otherwise expressly stated. The lead manager and place of subscription of the IPO is Evli Bank Plc (Lead Manager). Evli Bank Plc's address is Aleksanterinkatu 19 A, 00100 Helsinki, Finland. In addition to the general terms and conditions of the IPO presented herein, the terms and conditions of the IPO consist of the special terms and conditions of the Public Offering, the special terms and conditions of the Personnel Offering and the special terms and conditions of the Institutional Offering, which are presented below. The Offering On 4 October 2017, the Company's extraordinary general meeting authorised the board of directors of the Company to decide on the issuance of a maximum of 1,800,000 new shares in the Company through one or more share issues. The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right if the deviation is justified by a weighty financial reason for the Company.
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