Etteplan is planning for a rights offering of approximately 110–125 million euros

Etteplan Oyj, Stock exchange release, Inside information, August 23, 2022 at 09:30 a.m. EEST

Etteplan is planning for a rights offering of approximately 110–125 million euros

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Etteplan Oyj (the ”Company”) commences preparations for a rights offering of approximately 110–125 million euros. The subscription period for the offering is expected to commence during the last quarter of 2022. Evli Plc would act as the lead manager of the rights offering.

The Company announced earlier today a cash offer to the shareholders of Semcon AB (the “Offer”). The Company plans to use the funds raised in the rights offering to repay a part of the funding of the Offer.

Etteplan Oyj’s Board of Directors has decided to convene an Extraordinary General Meeting to decide on granting the authorization related to the rights offering. The notice to the Extraordinary General Meeting to be arranged on October 19, 2022 will be published later today.

Ingman Group Oy Ab, the Company’s largest shareholder with approximately 66 per cent ownership, has committed to vote in the Extraordinary General Meeting in favour of the proposal of the Board of Directors related to the rights offering. Ingman Group Oy Ab has committed to provide a bridge financing of at least 110 million euros to the Company as a part of the financing of the Offer on terms which are customary for financing of public offers and Ingman Group Oy Ab has committed to participate in the planned rights offering at least with such amount that the bridge financing can be repaid in full from the funds raised in the rights offering by setting off the subscription price of the shares subscribed by Ingman Group Oy Ab against the bridge financing.

Espoo, August 23, 2022

Etteplan Oyj

Board of Directors

Additional information
Juha Näkki, President and CEO, tel. +358 400 606 372
Outi Torniainen, SVP, Communications and Marketing, tel. +358 40 512 1375

DISTRIBUTION
Nasdaq Helsinki
Major media
www.etteplan.com

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, and in the United Kingdom, this release is only addressed to and is only directed to “qualified investors” in that Member State or in the United Kingdom within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The lead manager is acting exclusively for the Company and no one else in connection with the rights offering. It will not regard any other person as its respective client in relation to the rights offering. The lead manager will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the rights offering or any transaction or arrangement referred to herein.

This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims, " "anticipates, " "assumes, " "believes, " "could, " "estimates, " "expects, " "intends, " "may, " "plans, " "should, " "will, " "would" and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.