SSH COMMUNICATIONS SECURITY OFFERS UP TO 3,400,000 NEW SHARES TO INSTITUTIONAL AND OTHER SELECTED INVESTORS IN AN ACCELERATED BOOK-BUILT OFFERING
2017-06-15 07:30:00
SSH Communications Security Corporation Inside information SSH COMMUNICATIONS SECURITY OFFERS UP TO 3,400,000 NEW SHARES TO INSTITUTIONAL AND OTHER SELECTED INVESTORS IN AN ACCELERATED BOOK-BUILT OFFERING Helsinki, Finland, 2017-06-15 07:30 CEST (GLOBE NEWSWIRE) -- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN. SSH Communications Security Corporation (”SSH” or the ”Company”) offers up to 3,400,000 new shares in the Company (the “Shares”) to institutional and other selected investors in an accelerated book-built offering deviating from the shareholders’ pre-emptive subscription right (the “Offering”). The Company’s board member and shareholder Tatu Ylönen has undertaken to subscribe for Shares, either directly or through his controlled companies, in the amount of EUR 500,000 in the Offering. The Company’s board member and shareholder Timo Syrjälä has undertaken to subscribe for Shares, either directly or through his controlled companies, in the amount of EUR 1.5 million in the Offering. Timo Syrjälä’s subscription is conditional on his direct and indirect holding not exceeding 10 per cent of all the shares in the Company. The Shares correspond to up to approximately 9.8 per cent of all the shares and voting rights in the Company immediately prior to the Offering. The final number of Shares offered and the pricing information will be decided by the Board of Directors of the Company at the close of the book-building process. The authorisation of the Board of Directors to issue the Shares on a non-pre-emptive basis was granted by the Annual General Meeting of the Company on 29 March 2017. From the Company’s viewpoint, there is a weighty financial reason in accordance with the Limited Liability Companies Act for deviating from the pre-emptive subscription right. The purpose of the share issue is to raise funds in order to implement the product launch and the new strategic direction announced on 13 June 2017 that are significant for the Company’s future, to enable extension of the market position in accordance with the launch and to strengthen the Company’s cash position. The Offering is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Evli Bank Plc (“Evli”) to institutional and other selected investors. The book-building will commence immediately and is expected to end no later than on 16 June 2017 at 18:45. The book-building process may, however, be closed at any time during the book-building period. The final number of the Shares to be issued and the price with which the Shares are offered will be announced as soon as practicable after the close of the book-building process. Delivery of the Shares is expected to take place on or about 27 June 2017. The Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Shares have been registered with the Finnish Trade Register, expected to take place on or about 27 June 2017. The Company will make an application for the listing of the Shares on Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”). Trading in the Shares on Nasdaq Helsinki is expected to commence on or about 28 June 2017. The Offering will be managed by Evli as the Lead Manager and the Sole Bookrunner. Castrén & Snellman Attorneys Ltd acts as the Company’s legal adviser. Helsinki, 15 June 2017 SSH Communications Security Corporation Kaisa Olkkonen CEO For further information: Helena Kukkonen, CFO, tel. +358 40 835 3440 Distribution: Nasdaq Helsinki Oy Major media www.ssh.com About SSH Communications Security SSH Communications Security is a leading provider of enterprise cybersecurity solutions that monitor, control, and automate trusted access to critical data. The company’s long track record of innovation includes Secure Shell (SSH) – one of the world’s most widely used network security protocols. Customers worldwide trust our flagship Universal SSH Key Manager® and other solutions to manage access, while greatly reducing costs and compliance risks. The Company sells direct through offices in North America, Europe and Asia and through a global network of certified partners. The company’s shares (SSH1V) are quoted on the Nasdaq Helsinki. For more information, visit www.ssh.com. Disclaimer The information contained herein shall not constitute an offer to sell or the 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. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. These written materials do 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. There is no intention to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States. Members of the public are not eligible to take part in the Offering. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) 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. Evli Bank Plc (“Evli”) acts only for and on behalf of SSH Communications Security Corporation in connection of the Offering. Evli does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than SSH Communications Security Corporation with regards to the Offering or other matters referred hereto.