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Innofactor Plc: Notification of significant shareholdings in accordance with Chapter 9, Section 10 of the Finnish Securities Markets Act | 21.08.24

Innofactor Plc: Notification of significant shareholdings in accordance with Chapter 9, Section 10 of the Finnish Securities Markets Act | 21.08.24

Innofactor Plc Stock Market Report August 21, 2024, 9:15 AM (EEST)

Innofactor Plc: Notification of major shareholdings pursuant to Chapter 9, Section 10 of the Finnish Securities Markets Act

Innofactor Plc received a notification from Onni Bidco on 20 August 2024 under Chapter 9, Section 5 of the Finnish Securities Markets Act indicating that Onni Bidco Oy’s direct interest in the shares of Innofactor has exceeded the 25 per cent threshold.

Total positions of Onni Bidco Oy as per 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 the issuer
Resulting situation on the date the threshold was exceeded or reached 25.06 21.84 46.90 36,343,691
Positions of previous notification
(if applicable)
21.35 21.84 43.18

Shared details of the resulting situation on the date the threshold was exceeded 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 9,108,295 25.06
Subtotal A 9,108,295 25.06

B: Financial instruments according to SMA 9:6a

Type of financial instrument Expiry date Exercise/Conversion Period Physical or cash settlement Number of shares and voting rights % of shares and voting rights
Agreement for a consortium for a tender offer Share delivery by acceptance of the public offer 7,936,804 21.84
Subtotal B 7,936,804 21.84

Complete chain of controlled undertakings through which the voting rights and/or 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 Equity Fund III KY
Onni Topco Oy
Onni Midco Oy
Onni Bidco Oy 25.06 21.84 46.90

Furthermore, Onni Bidco Oy’s notice states:

CapMan Growth Equity Fund III Ky, a fund managed by the investment company CapMan Growth (CapMan Growth), Sami Ensio, through his controlled holding company Ensio Investment Group Oy, and co-investor Osprey Capital Oy have formed a consortium for the purposes of the public offer for the shares in Innofactor Plc made on July 22, 2024. Onni Bidco Oy, the offeror, formed for the purposes of the public offer, is currently owned by CapMan Growth. Onni Bidco Oy acquired shares in Innofactor Plc through transactions made on August 20, 2024, resulting in the direct ownership of 9,108,295 shares. The direct ownership of shares and the voting rights they generate has now exceeded the 25 percent threshold. Under an agreement between the members of the consortium, Sami Ensio has undertaken, subject to certain conditions and possible restrictions, to accept the public offer in respect of all the shares of Innofactor Plc under its control. Since the members of the consortium are acting in concert in making the public offer, the shares controlled by Sami Ensio and disclosed in this notice are disclosed as ownership by virtue of a financial instrument. The shares controlled by Sami Ensio (subject to certain restrictions) will be transferred to Onni Bidco Oy if the public offer announced on 22 July 2024 is completed. Although the ownership of the parties acting in concert now exceeds 30 percent of the voting rights generated by the shares of Innofactor Plc, there is no obligation to make a mandatory public offer due to the exemption provided by the first paragraph of Article 21 of Chapter 11 of the Securities Markets Act.

Espoo August 21, 2024

INNOFACTOR PLC

Antti Rokala, CFO

Additional information:
Antti Rokala, CFO, [email protected], +358 40 480 2752
Lasse Lautsuo, CMO, [email protected], +358 50 480 1597

Distribution:
NASDAQ Helsinki
Main Media
www.innofactor.nl

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Innofactor is the leading enabler of the modern digital organization in the Nordic countries for its approximately 1,000 customers in the commercial and public sectors. Innofactor has the broadest solution portfolio and leading know-how in the Microsoft ecosystem in the Nordic countries. Innofactor has approximately 600 enthusiastic and motivated top specialists in Finland, Sweden, Denmark and Norway. The Innofactor Plc share is listed on the technology section of the main list of Nasdaq Helsinki Oy. www.innofactor.com #ModernDigitalOrganization #PeopleFirst #CreatingSmiles #BeTheRealYou