Lemonsoft Oyj | Inside Information | May 14, 2025 at 18:31:00 EEST
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION.
Lemonsoft Oyj ("Lemonsoft" or the "Company") intends to repurchase up to EUR 7.8 million of the company's own shares (the "Shares") in a reverse accelerated bookbuild directed to a limited number of predetermined existing shareholders of the Company (the "Reverse ABB"). The repurchase price will be determined based on offers received in the Reverse ABB.
- The main purpose of the repurchase is to develop the Company's capital structure. Lemonsoft intends to cancel the repurchased Shares.
- The Shares will be repurchased based on the authorisation granted by the Company's annual general meeting on 9 April 2025. Up to 1,800,000 of the Company's own shares may be purchased based on the authorisation.
- The Shares will be repurchased using the unrestricted equity of the Company and the repurchase will reduce the reserve for invested unrestricted equity. The purchase price of the Shares will be paid against delivery on the settlement date of the trades.
- The Reverse ABB will begin immediately and is expected to end this evening on 14 May 2025. The Company may discontinue the Reverse ABB or decide not to execute the Share purchases.
- Danske Bank A/S, Finland Branch acts as the sole bookrunner in the Reverse ABB. Only shareholders predetermined by the Company may offer Shares for repurchase in the Reverse ABB.
- The Reverse ABB is expected to enable the repurchase of Shares swiftly and cost-efficiently. The final number of and price at which the Shares will be repurchased will be decided by the Board of Directors of the Company at the close of the Reverse ABB. Such information will be announced after the close of the Reverse ABB.
- The repurchase of Shares through the Reverse ABB will be financed with a bank loan.
Danske Bank A/S, Finland Branch is acting as sole bookrunner in the Reverse ABB. Krogerus Attorneys Ltd is acting as the Company's legal adviser.
LEMONSOFT OYJ
BOARD OF DIRECTORS
Further information
Alpo Luostarinen
CEO
Tel. +358 50 911 3507
alpo.luostarinen@lemonsoft.fi
Mari Erkkilä
CFO
Tel. +358 40 768 1415
mari.erkkila@lemonsoft.fi
Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098
About Us
Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers' processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company's standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company's customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.
Important notice
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Singapore, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Singapore, South Africa Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.
The Reverse ABB is not being directed, directly or indirectly, to investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.
This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017, "Prospectus Regulation") (and amendments thereto to the extent implemented in the relevant member state); or (ii) as regards the United Kingdom, persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018, who are (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth entities; and (c) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area, by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation.
Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation. Lemonsoft, in consultation with Danske Bank A/S, Finland Branch ("Danske Bank" or the "Sole Bookrunner"), reserves the absolute right to determine who may participate in the Reverse ABB.
Participating in the Reverse ABB shall constitute an irrevocable offer to sell to Lemonsoft the total number of shares accepted for purchase by the Sole Bookrunner on behalf of Lemonsoft. Investors offering shares for purchase in the Reverse ABB will be deemed to represent, warrant and undertake to the Sole Bookrunner and Lemonsoft that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the Reverse ABB (together with all rights attaching thereto) and, when the same are purchased by Lemonsoft, Lemonsoft will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Lemonsoft purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by the Sole Bookrunner or Lemonsoft to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the Reverse ABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Lemonsoft, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction.
No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the Reverse ABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, the Sole Bookrunner or Lemonsoft or any of their respective affiliates.
Danske Bank has been appointed to act as Sole Bookrunner in connection with the Reverse ABB by the Company and no other person. The Sole Bookrunner will not be responsible to any person other than the Company for providing any of the protections afforded to clients of the Sole Bookrunner, nor for providing any advice in relation to any matter referred to in these materials. Without limiting liability for fraud, neither the Sole Bookrunner nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient of these materials) in connection with the Reverse ABB.
Neither the Sole Bookrunner nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Lemonsoft or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.