Innofactor Plc: Notification of major holdings in accordance with Chapter 9, Section 10 of the Finnish Securities Markets Act
Innofactor Plc Stock exchange release October 10, 2024, at 22:20 (EEST)
Innofactor Plc has on October 10, 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 threshold of 2/3.
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 | 83.35 | 0.41 | 83.76 | 36,343,691 |
| Positions of previous notification (if applicable) | 30.09 (+50.32) | 21.84 | 30.49 (+50.32 = 80.81) |
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 | 30,293,920 | 83.35 | ||
| Subtotal A | 30,293,920 | 83.35 | ||
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 | 83.35 | 0.41 | 83.76 |
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. Onni Bidco Oy has announced, upon the disclosure of the final results of the public tender offer on September 19, 2024, that it will proceed with the public tender offer in accordance with its terms. Therefore, as a result of the public tender offer, including the subsequent offer period, a total of 19,203,323 shares validly tendered will be transferred to the ownership of Onni Bidco Oy through the completion of the public tender offer transactions today, on October 10, 2024. The shares acquired through the completion of the public tender offer transactions and the shares otherwise acquired by Onni Bidco Oy amount to a total of 30,293,920 shares, representing approximately 83.35 percent of the shares and voting rights of Innofactor Plc. 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. Onni Bidco Oy's ownership corresponds to 85.06% of the shares and voting rights of Innofactor Plc that are not held by Innofactor or its subsidiaries.
Espoo, October 10, 2024
INNOFACTOR PLC
Antti Rokala, CFO
Additional information:
Antti Rokala, CFO, , 2
Lasse Lautsuo, CMO, , 7
Distribution:
NASDAQ Helsinki
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