Innofactor Plc: Notification of major holdings in accordance with Chapter 9, Section 10 of the Finnish Securities Markets Act
Innofactor Plc Stock exchange release September 26, 2024, at 9:45 (EEST)
Innofactor Plc has on September 25, 2024, received a notification from Onni Bidco under Chapter 9, Section 5 of the Finnish Securities Markets Act, according to which Onni Bidco Oy's direct holding in Innofactor's shares increased above the 30 percent threshold.
Total positions of Onni Bidco Oy according to the notification:
| % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both in % | Total number of shares and voting rights of issuer | |
| Resulting situation on the date on which threshold was crossed or reached | 30.09 (+50.32) | 0.41 | 30.49 (+50.32 = 80.81) | 36,343,691 |
| Positions of previous notification (if applicable) | 28.37 | 21.84 | 50.20 |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
| Class / type of shares | Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | |
| Onni Bidco: Innofactor Plc share FI0009007637 | 10,934,048 (+18,288,674) | 30.09 (+50.32) | ||
| Subtotal A | 10,934,048 (+18,288,674) | 30.09 (+50.32) | ||
B: Financial instruments according to SMA 9:6a
| Type of financial instrument | Expiration date | Exercise / Conversion period | Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| Tender offer consortium agreement | Share delivery through the acceptance of the tender offer | 148,127 | 0.41 | ||
| Subtotal B | 148,127 | 0.41 | |||
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| CapMan Growth Equi-ty Fund III Ky | |||
| Onni Topco Oy | |||
| Onni Midco Oy | |||
| Onni Bidco Oy | 30.09 (+50.32) | 0.41 | 30.49 (+50.32 = 80.81) |
Further, according to Onni Bidco Oy's notification:
CapMan Growth Equity Fund III Ky, a fund managed by the investment company CapMan Growth (CapMan Growth), Sami Ensio, through the holding company Ensio Investment Group Oy controlled by him, and co-investor Osprey Capital Oy have formed a consortium for the purposes of the public tender offer for the shares in Innofactor Plc made on 22 July 2024. Onni Bidco Oy, the offeror, formed for the purposes of the public tender offer, is currently owned by CapMan Growth. Onni Bidco Oy has acquired shares of Innofactor Plc through transactions made on September 25, 2024, resulting in a direct ownership of 10,934,048 shares and its direct ownership of shares and the voting rights they generate has now exceeded the 30 percent threshold. In accordance with the announcement made on September 19, 2024, regarding the final result of Onni Bidco Oy's public tender offer, Onni Bidco Oy has decided to proceed with the public tender offer in accordance with its terms. Therefore, the 18,288,674 shares validly tendered in the public offer (including the shares under the control of Sami Ensio, excluding certain shares received as board remuneration totaling 148,127), which represent approximately 50.32 percent of Innofactor Plc's shares and voting rights, will be transferred to the ownership of Onni Bidco Oy following the completion of the transactions related to the public tender offer, with the transfer expected to be finalized around October 10, 2024. These shares have been reported in this notification as the direct ownership of Onni Bidco Oy in parentheses, as the completion of the tender offer has been confirmed. According to an agreement between the consortium members, Sami Ensio has undertaken, subject to certain conditions and potential limitations, to accept the public tender offer in respect of all Innofactor Plc shares under his control. As the consortium members are acting in consert in making the public tender offer, the 148,127 shares obtained as board remuneration that are still under the control of Sami Ensio disclosed in this notification are disclosed as ownership based on a financial instrument. Although the ownership of the parties acting in concert now exceeds both 30 and 50 percent of the voting rights generated by Innofactor Plc's shares, there is no obligation to make a mandatory public tender offer due to the exemption provided by Section 21, first paragraph, of Chapter 11 of the Securities Markets Act.
Espoo, September 26, 2024
INNOFACTOR PLC
Antti Rokala, CFO
Additional information:
Antti Rokala, CFO, antti.rokala@innofactor.com, +358 40 480 2752
Lasse Lautsuo, CMO, ir@innofactor.com, +358 50 480 1597
Distribution:
NASDAQ Helsinki
Main media
www.innofactor.com
Innofactor
Innofactor is the leading driver of the modern digital organization in the Nordic Countries for its about 1,000 customers in commercial and public sector. Innofactor has the widest solution offering and leading know-how in the Microsoft ecosystem in the Nordics. Innofactor has about 600 enthusiastic and motivated top specialists in Finland, Sweden, Denmark and Norway. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ Helsinki Oy. www.innofactor.com #ModernDigitalOrganization #PeopleFirst #CreatingSmiles #BeTheRealYou
