TELESTE CORPORATION STOCK EXCHANGE RELEASE 12.3.1999 at 16.00 1(2)
THE COMBINED OFFERING OF SHARES IN TELESTE COMMENCES ON 16.3.1999
The Board of Directors of Teleste Corporation has on 12.3.1999 decided
to commence the Combined Offering of the company's shares on
16.3.1999. Shares in Teleste will be offered to Finnish and
international institutional investors, the retail investors in Finland
and Finnish employees of the Group.
Description of the Combined Offering
The Combined Offering will comprise an offering of up to 9,065,000
shares, of which Teleste's current owners, Sponsor Fund I Ky and
certain private individuals who own shares in Teleste, will offer up
to 9,000,000 shares for sale. The number of shares offered can be
decreased or in the case of over subscription, increased by 1,300,000
additional shares. As part of the offering, Finnish employees of the
Group have a preferential right to subscribe for at least one and up
to 65,000 new shares (öEmployee Offeringö).
Subsequent to the Combined Offering, the 9,065,000 shares offered for
sale represent 56.4% of the share capital and votes in the company
assuming the employee offering will be subscribed in full. If the
right to purchase the 1,300,000 shares is used, these shares will
represent 64.5% of the share capital and votes after the Combined
Offering of the shares
The institutional offering is conducted through a book building method
generally used when offering shares to institutional investors. The
institutional offering commences on 16.3.1999 at 9:00 and ends after
the bookbuilding period has closed, at the latest 29.3.1999 at 17:30.
In the retail and the employee offering subscriptions can be given to
the subscription agent as of 17.3.1999 at 9:15 until 26.3.1999 at
The initial offer price to institutions and to the public in Finland
is EUR 6.8 to 8.2 per share. The offer price in the employee offering
is up to 10% lower
Decisions related to the Combined Offering
The selling shareholders and Teleste Corporation will make the final
decision on listing of the shares, the number of shares, price and
other terms and conditions after the institutional subscription period
has ended on or around 29.3.1999.
The Board of Directors of Teleste Corporation and the sellers have the
right to suspend the Combined Offering in a situation of
oversubscription, although not during the first day of the retail
offering and not without a special reason during a day.
The Board of Directors of Teleste Corporation has decided to apply for
the trading in the Company's shares on the Pre-List of the Helsinki
Exchanges on or about 30.3.1999 and on the Main List on or about
The Lead Manager of the Combined Offering is Enskilda Securities AB,
with Opstock Oy and Credit Lyonnais Securities as co-lead managers. In
the Finnish public offering and employee offering, the subscription
agents are the OKOBANK Group member banks branches offering securities
The offering circular will be available at the public and employee
offering subscription agents as of 15 March 1999.
Bond loan with warrants
Teleste Corporation has issued in 1997 a loan with warrants to
purchase the Company's shares. The loan is a part of the key
employee's incentive system. The loan is evidenced by 320 promissory
notes of FIM 100 each. Each of the promissory notes has attached 1,000
warrants to subscribe for the Company's shares, of which 500 are
marked with letter A, 250 with letter B and 250 with letter C.
According to the terms of the loan, the warrants may not be
transferred before the beginning of the share subscription period.
Each warrant entitles its holder to subscribe for four shares having a
nominal value of EUR 0.40. The amount of the shares may, due to the
subscriptions, increase by as much as 1,280,000 new shares equaling
EUR 512,000 in share capital. The subscription period for A -warrants
begins on 1 December 1999, for B -warrants on 1 December 2000 and for
C -warrants on 1 December 2001. The subscription period ends on 31
January 2004 for all warrants. The subscription price shall be EUR
0.68 per share.
Teleste is an international technology group founded in 1954, which is
specialized in broadband data communication and multimedia
environments for language learning. All divisions are among the
leading companies in their businesses.
CEO Timo Toivila, tel. 02 2605 866 or 0400 630 484
CFO Antti Salminen, tel. 02 2605 725 or 040 535 1216
Enskilda Securities AB, Director Antti Mäkinen, tel. 09 616 28120 or
050 5611 501
Internet: This release can be found from Teleste's home pages