ROBIT PLC PUBLISHES ITS PROSPECTUS AND ANNOUNCES THE PRELIMINARY PRICE RANGE FOR ITS INITIAL PUBLIC OFFERING ON THE FIRST NORTH FINLAND MARKETPLACE

5.5.2015, 08:30 CET

ROBIT PLC COMPANY RELEASE 5 May 2015 at 9.30 a.m.

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN OR ANY OTHER JURISDICTION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

ROBIT PLC PUBLISHES ITS PROSPECTUS AND ANNOUNCES THE PRELIMINARY PRICE RANGE FOR ITS INITIAL PUBLIC OFFERING ON THE FIRST NORTH FINLAND MARKETPLACE

The Board of Directors of Robit Plc ("Robit" or the "Company", before 28 April 2015 Oy Robit Rocktools Ltd), a growing international company specialised in manufacturing of drilling consumables used for rock drilling and ground drilling, and its certain shareholders (the "Selling Shareholders"), have decided to apply for listing of the shares of Robit on the First North Finland marketplace maintained by NASDAQ OMX Helsinki Ltd ("First North") and to arrange a share issue (the "Share Issue") and a share sale (the "Share Sale"), collectively referred to as the "Offering".

The offering in brief

  • The Company's shares in the Offering will be offered to institutional investors in Finland and internationally (the "Institutional Offering"), to private individuals and organisations in Finland (the "Public Offering") and to the Company's personnel (the "Personnel Offering").
  • Robit will offer for subscription a maximum of 5,800,000 new shares in the Company (the "Issue Shares") in the Share Issue, raising between approximately EUR 29.0 million and EUR 35.4 million in new capital in conjunction with the Offering before Offering related costs.
  • In the Share Sale, the Selling Shareholders will offer for purchase a maximum of 1,857,472 shares in the Company (the "Sale Shares", and together with the Issue Shares the "Offer Shares").
  • The preliminary subscription price range for the Offer Shares is a minimum of EUR 5.00 and a maximum of EUR 6.10 per share (the "Preliminary Subscription Price Range").
  • Leading institutional investors consisting of certain funds managed by OP Fund Management Company Ltd, Aktia Asset Management Ltd (acting as investment manager for Aktia funds), and SP-Fund Management Ltd (Säästöpankki) have committed, under certain conditions, to subscribe in the Offering throughout the Preliminary Subscription Price Range for 9.0 percent, 7.0 percent and 5.5 percent of the Company's share capital following the Offering, respectively. The combined commitments correspond to 40.5 percent of the total amount of shares in the Offering, provided that the Over-Allotment Option is exercised in full.
  • The Offer Shares represent approximately 83.6 percent of the Company's existing shares and votes before the Offering, assuming that all Offer Shares preliminarily offered in the Offering are fully subscribed for and sold and the Over-Allotment Option (defined below) is exercised in full.
  • Prior to the execution of the Offering, Oy Swot Consulting Harri Sjöholm Ltd is the Company's largest shareholder holding approximately 89.0 percent of the shares and votes. If the Offering is carried out in full and the Over-Allotment Option (defined below) is exercised in full, Oy Swot Consulting Harri Sjöholm Ltd's proportion of the shares and votes in the Company is to decrease to approximately 40.3 percent.
  • In order to cover over-allotment option, if any, Oy Swot Consulting Harri Sjöholm Ltd has undertaken to sell a maximum of 767,747 additional shares, corresponding to approximately 10.0 percent of the number of shares in the Offering (the "Over-Allotment Option").
  • The total amount of shares in the Offering, provided that the Over-Allotment Option is exercised in full, represents 53.0 percent of all the existing shares in the Company and their voting rights, assuming that all Offer Shares preliminarily offered in the Offering are fully subscribed and sold.
  • The Company's market capitalisation, based on the Preliminary Subscription Price Range and including the new capital raised would be approximately EUR 79.4 - 96.9 million.
  • Assuming that the maximum number of shares is sold in the Share Issue and Share Sale and that the Over-Allotment Option is fully exercised, the value of the Offering is, according to the Preliminary Subscription Price Range, approximately EUR 42.1 - 51.4 million.
  • The subscription period for the Offering begins on 6 May 2015. Trading on the Company's shares is expected to commence on or about 21 May 2015 and the shares will trade under the symbol "ROBIT".
  • A Finnish language prospectus with full terms and conditions will be published today 5 May 2015 on the Company's website (www.robit.fi/listautumisanti).

Chairman of the Board of Directors, Harri Sjöholm comments:

"Robit's key objective is strong growth in the global markets. This will be achieved through organic growth, of which the Company has an encouraging historical track record. Investments made in the distribution network, as well as in automated and robotised production facilities located in Finland and South Korea, provide us with excellent possibilities to grow in the future. In addition, Robit continuously analyses potential acquisition targets, which would widen the product offering and strengthen the presence in current or new markets, and we intend to use a material part of the proceeds raised in the offering for acquisitions. Now we have entered a new phase, where the initial public offering provides Robit the next significant step to achieve growth".

CEO Jussi Rautiainen comments:

"We have systematically invested in international sales. Our own sales companies as well as 160 distributors provide us with a strong base to increase our sales in the future. Our four market segments create a good balance for the whole business and, simultaneously, a base for generating growth in several areas. The Robit brand is known for its high Scandinavian quality. Therefore, the global Robit family is confident about the future. The initial public offering provides us with good resources for supporting growth and the possibility for new acquisitions".

Background and reasons for the Offering

Robit is an international growth company with a compound average annual growth rate of 23 percent between 2004 and 2014. The growth has continued in Q1 2015 with a sales growth of 34 percent compared to Q1 2014. Robit develops, manufactures, supplies and services drilling consumables. Robit's products are used in applications for tunnelling, geothermal heating and cooling, construction, and mining industries.

 

Robit's fast internationalization is evidenced by the Company's products already being sold to over 100 countries. The Company has sales companies in Finland and South Korea, the United States, Russia and South Africa as well a sales office in China. The Company has production in Lempäälä, Finland and South Korea.

 

Robit has made substantial investments in modern automated production technology, which has enabled competitive production in Finland.

The Company aims to be globally the largest company focusing solely on top hammer and DTH drilling consumables. The Company serves customers in four market areas, which are tunnelling, geothermal heating and cooling, construction and mining industry, and it will continue to emphasise growth as one of its most important business targets.

The Company intends to use the proceeds received from the Share Issue to support its growth, primarily in the following:

  • increasing the number of sales personnel in the Company's existing sales companies and new sales companies planned to be opened,
  • increasing stock in the Company's bigger hubs and other warehouses with the intention to ensure local availability of the products,
  • financing its increasing trade receivables driven by increased sales sought by the Company, and
  • investments in research and product development, intellectual property rights as well as machines and equipment, which enable development of the Company's product offering, automation of production as well as maintaining and improving quality.

The objective of the Company is also to use a material part of the proceeds received from the Share Issue for acquisitions.

  • The Company aims to execute acquisitions that allow the Company to widen its product offering and strengthen its presence in the Company's current and new markets in accordance with the Company's strategy.
  • After realisation of the acquisitions, the proceeds would be also used for the integration of the acquisition targets as well as additional investments in the acquired entities.
  • However, the Company cannot guarantee that it is able to realise acquisitions with terms that are acceptable for the Company.

The proceeds from the Share Issue would also enable to strengthen the Company's capital structure and financial position. The Offering also serves to increase the number of shareholders in the Company, increase the general interest towards and awareness of the Company, provide the Company with access to the capital markets, and increase the liquidity of the Shares. Through the Offering, the Shares can also more effectively be used in potential acquisitions and in rewarding the Company's personnel and key persons.

Robit is pleased that leading institutional investors consisting of certain funds managed by OP Fund Management Company Ltd, Aktia Asset Management Ltd (acting as investment manager for Aktia funds) and SP-Fund Management Ltd (Säästöpankki) (the "Cornerstone Investors") have given their commitment, under certain conditions set out in the prospectus, to subscribe for shares in the Offering, equivalent to the ownership percentages in the Company mentioned below, throughout the Preliminary Subscription Price Range of EUR 5.00-6.10. The Company believes this shows strong support for its management and belief in the opportunities that lie ahead.

Robit's Management Team and other current individual shareholders will remain as the shareholders of the Company after the Offering.

Information on the Offering

The subscription period for the Institutional Offering will commence on 6 May 2015 at 10.00 a.m. (Finnish time) and end on 20 May 2015 at 10.00 a.m. (Finnish time) at the latest. The subscription period for the Public Offering and the Personnel Offering will commence on 6 May 2015 at 10.00 a.m. (Finnish time) and end on 18 May 2015 at 5.00 p.m. (Finnish time) at the latest.

The Company and the Selling Shareholders have, in the event of an oversubscription, the right to discontinue the Institutional Offering, the Public Offering and Personnel Offering at the earliest on 12 May 2015 at 5.00 p.m. (Finnish time). The Institutional Offering, the Public Offering and/or the Personnel Offering can be discontinued independently of each other. In the event of oversubscription of the Institutional Offering, the Public Offering and/or the Personnel Offering, the entire Offering can be discontinued. A company release regarding the matter will be published in the event of a possible discontinuation of the Institutional Offering, the Public Offering and/or the Personnel Offering.

Robit has today filed an application with NASDAQ OMX Helsinki Ltd for listing of the Company's shares on First North under the share trading code "ROBIT". The trading on First North is expected to commence on or about 21 May 2015.

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch ("Lead Manager") is acting as the lead manager for the Offering. Subscription orders by institutional investors may be submitted to the Lead Manager. FIM Investment Services Ltd will act as a place for subscription in the Public Offering. Investors participating in the Public Offering may make their subscription commitments at the internet address www.fim.com of FIM Investment Services Ltd. Investors participating in the Public Offering may make their subscription commitments also at FIM Investment Services Ltd's branches by separate agreement in accordance with the instructions given by FIM Investment Services Ltd's customer service (customerservice@fim.com, telephone + 358 9 6134 6250). FIM Investment Services Ltd takes subscription commitments in accordance with instructions given to the investors eligible to participate in the Personnel Offering.

The Preliminary Subscription Price Range is a minimum of EUR 5.00 and a maximum of EUR 6.10 per Offer Share. In the Personnel Offering the subscription price range is 10 percent lower than the Preliminary Subscription Price Range. The final subscription price for the Offer Shares shall be decided based on subscription orders submitted by institutional investors in negotiations between the Company, the Selling Shareholders and the Lead Manager after the subscription period has ended on or about 20 May 2015 (the "Pricing"). The final subscription price will be announced by a company release immediately following the Pricing and it shall be available at the latest on the next banking day following the Pricing, on or about 21 May 2015 at the subscription places of the Offering and on the Internet on the website www.robit.fi/listautumisanti. The final subscription price for the Personnel Offering is 10 percent lower than in the Public Offering.

The Offering comprises preliminarily a maximum of 7,657,472 Offer Shares, of which the Selling Shareholders will offer for purchase preliminarily a maximum of 1,857,472 Sale Shares and the Company will offer for subscription preliminarily a maximum of 5,800,000 Issue Shares. The Institutional Offering comprises preliminarily a maximum of 6,891,725 Offer Shares. The Company and the Selling Shareholders may, based on demand, transfer Offer Shares without any restrictions between the Institutional Offering, the Public Offering and Personnel Offering in deviation from the preliminary number of Offer Shares. However, the minimum number of Offer Shares to be offered in the Public Offering shall be 584,597 Offer Shares or, if the aggregate number of shares covered by the subscription commitments submitted in the Public Offering is smaller than this, such aggregate number of Offer Shares as covered by the commitments submitted in the Public Offering. However, the minimum number of Offer Shares in the Personnel Offering shall be 28,000 Offer Shares or, if the aggregate number of shares covered by the Commitments submitted in the Personnel Offering is smaller than this, such aggregate number of Offer Shares as covered by the Commitments submitted in the Personnel Offering.

In the event of oversubscription, Oy Swot Consulting Harri Sjöholm Ltd has agreed to grant the Lead Manager an Over-Allotment Option exercisable within 30 days from the commencement of trading of the Offer Shares on First North, i.e. on or about the time period from 21 May 2015 to 19 June 2015, to purchase or to procure purchasers a maximum of 767,747 shares in the Company solely to cover over-allotments. Unless otherwise specified or clear from the context, information concerning the Offer Shares also concerns possible shares to be sold on basis of the Over-Allotment Option. Shares bought on the basis of Over-Allotment Option represent a maximum of approximately of 7.6 percent of all the shares in the Company and their voting rights before the Offering and a maximum of approximately 4.8 percent after the Offering, provided that all the preliminarily offered shares in the Company are subscribed for and fully sold and the Over- Allotment Option is fully used.

The Lead Manager shall enter into a share lending agreement with Oy Swot Consulting Harri Sjöholm Ltd related to the settlement and stabilisation. According to the share lending agreement, the Lead Manager may borrow a number of shares in the Company equal to the Over-Allotment Option to cover any possible over-allotments in connection with the Offering. To the extent that the Lead Manager borrows shares in the Company in this manner, it must return an equal number of Shares or equal rights to Oy Swot Consulting Harri Sjöholm Ltd.

In connection with the Offering, the Lead Manager may, but is not obligated to, within 30 days from the commencement of the trading of the Offer Shares on First North, i.e. on or about the time period from 21 May 2015 to 19 June 2015, engage in measures which stabilise, maintain or otherwise affect the price of the shares in the Company which would not otherwise prevail in an open trade (stabilisation). Any stabilization measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilization of financial instruments.

The Cornerstone Investors have agreed, subject to certain conditions, to subscribe and will be allotted, at the final subscription price, a number of shares equivalent to the percentages set out below of the Company's share capital following the Offering:
· Certain funds managed by OP Fund Management Company Ltd 9.0 percent
· Aktia Asset Management Ltd (acting as investment manager for Aktia funds) 7.0 percent
· SP-Fund Management Ltd (Säästöpankki) 5.5 percent

The combined commitments correspond to 40.5 percent of the total amount of shares in the Offering, provided that the Over-Allotment is exercised in full.

The Finnish language prospectus

The Finnish language prospectus will be available from 5 May 2015 electronically on Company's webpage at www.robit.fi/listautumisanti and at the Lead Manager's webpage at www.seb.fi and from 6 May 2015 as a printed version during normal business hours at the at the office of the Company at Vikkiniityntie 9, FI-33880 Lempäälä, Finland, Lead Manager's office at Unioninkatu 30, FI-00100 Helsinki, Finland, as well as at the Helsinki Stock Exchange located at Fabianinkatu 14, FI-00100 Helsinki, Finland.

The terms and conditions are appended to this announcement. The appended information should be read together with the Finnish language prospectus in order to attain a comprehensive view of the Company.

Initial time schedule (Finnish time)

Subscription Period commences 6 May 2015 at 10.00 a.m.
Subscription period ends at the earliest 12 May 2015 at 5.00 p.m.
Subscription Period for the Public Offering ends (estimation) 18 May 2015 at 5.00 p.m.
Subscription Period for Institutional Offering ends (estimation) 20 May 2015 at 10.00 a.m.
Final results announcement (at the latest) 21 May 2015
Issue Shares entered into book-entry accounts (estimation) 21 May 2015
Trading in the Offer Shares commences 21 May 2015
Sale Shares entered into the book-entry accounts (estimation) 25 May 2015

Advisors to the Offering

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is acting as the Lead Manager for the Offering and as the certified advisor of the Company in accordance with the First North rules. Borenius Attorneys Ltd acts as the legal advisor to the Company and Hannes Snellman Attorneys Ltd as the legal advisor to the Lead Manager.

ROBIT PLC
Board of Directors

Further information:
Robit Plc

Jussi Rautiainen, CEO Harri Sjöholm, Chairman of the Board of Directors
+358 40 741 0369 +358 400 622 092
jussi.rautiainen@robit.fi harri.sjöholm@robit.fi

Robit develops, manufactures, supplies and services drilling consumables for applications in tunnelling, geothermal heating and cooling, construction, and mining industries. The Company's products can be divided into top hammer drilling consumables used for rock drilling and DTH (down-the-hole) drilling consumables used for ground drilling. The Company has sales companies in Finland, South Korea, the United States, Russia and South Africa, as well as a sales office in China as well as distribution network with approximately 160 distributors. Robit's products are sold to over 100 countries. The Company has production in Finland and South Korea.

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Key media
www.robit.fi

DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore 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. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor Skandinaviska Enskilda Banken AB (publ) assume any responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a 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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State" ), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an " offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order" ) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) 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.


APPENDIX

TERMS AND CONDITIONS OF THE OFFERING

The term "subscription" refers in the following to the investor's offer or commitment in the Offering, irrespective of whether the investor has offered or committed to buy Sale Shares or subscribe for Issue Shares. Similarly the terms "subscriber", "subscription period", "subscription place", subscription price", "subscription offer" and "subscription commitment" (or other similar terms) refer to both the Share Issue and Share Sale.

General Description

Offering

In the Share Issue and Share Sale (defined below in sections " - Share Issue" and " - Share Sale", together the "Offering"), preliminarily a maximum of 7,657,472 shares (the "Offer Shares") in Robit Plc (the "Company") will be offered to institutional investors in Finland and internationally (the "Institutional Offering"), to private individuals and organisations in Finland (the "Public Offering") and to the Company's personnel (the "Personnel Offering"). The Offer Shares represent approximately 75.9 percent of the Company's shares and votes before the Offering and a maximum of approximately 48.2 percent after the Offering, assuming that all Offer Shares preliminarily offered in the Offering are fully subscribed for and sold and the Over-Allotment Option (as defined below) is not used.

The terms and conditions of the Offering are comprised of the general terms and conditions of the Offering presented herein as well as the special terms and conditions of the Institutional Offering, the Public Offering and the Personnel Offering.

Share Issue

The Annual General Meeting of Shareholders of the Company resolved on 27 April 2015 to authorise the Board of Directors of the Company to decide on an increase in the number of the Company's shares by a total of 8,500,000 new shares. Based on the authorisation granted by the General Meeting of Shareholders, the Board of Directors resolved on 4 May 2015 preliminarily to issue a maximum of 5,800,000 new shares (the "Issue Shares") by way of an offer in Institutional Offering, Public Offering and Personnel Offering (the "Share Issue"). The Issue Shares are offered in deviation from the shareholders' pre-emptive subscription right in order to enable the listing of the Company's shares on a multilateral trading facility First North (as defined below in section " - Trading in the shares in the Company"). The payment made to the Company for the approved Issue Share subscriptions will be booked in its entirety in the invested unrestricted equity fund. Thus, the Company's share capital will not increase in connection with the Share Issue. As a result of the Share Issue, the number of the Company's shares can increase to a maximum of 15,883,900 shares. The Issue Shares represent approximately 57.5 percent of the Company's shares and votes before the Offering and approximately 36.5 percent after the Offering, assuming that all Issue Shares preliminarily offered in the Offering are fully subscribed for.

Share Sale

The Company's shareholders identified in Appendix 1 (the "Selling Shareholders") will offer for purchase preliminarily a maximum of 1,857,472 shares (the "Sale Shares") in the Institutional Offering and Public Offering (the "Share Sale"). The Sale Shares represent approximately 18.4 percent of the Company's shares and votes carried by all the Shares before the Offering and approximately 11.7 percent after the Offering, assuming that all Offer Shares preliminarily offered in the Offering are fully subscribed for and sold and the Over-Allotment Option is not used. If the Offering was not subscribed for in full and the Offering was nevertheless implemented, the number of Sale Shares would be adjusted to correspond to the subscriptions. When reducing the number of Sale Shares, the number of shares sold by Oy Swot Consulting Harri Sjöholm Ltd ("SWOT CHS") would be reduced primarily. More information about the Selling Shareholders is found in "Appendix 1 - Selling Shareholders".

Over-Allotment Option

In the event of oversubscription, SWOT CHS grants the Lead Manager (as defined below) an over-allotment option exercisable within 30 days from the commencement of trading of the Shares on First North, i.e. on or about the time period from 21 May 2015 to 19 June 2015, to purchase or to procure purchasers a maximum of 767,747 Shares solely to cover over-allotments (the "Over-Allotment Option"). Unless otherwise specified or clear from the context, information concerning the Offer Shares also concerns possible shares to be sold on basis of the Over-Allotment Option. Shares bought on the basis of Over-Allotment Option represent a maximum of approximately 7.6 percent of all the shares in the Company and their voting rights before the Offering and a maximum of approximately 4.8 percent after the Offering, provided that all the Offer Shares are subscribed for and sold and the Over-Allotment Option is used in its entirety.

Stabilisation

In connection with the Offering, the Lead Manager may, but is not obligated to, within 30 days from the commencement of the trading of the Shares on First North, i.e. on or about the time period from 21 May 2015 to 19 June 2015, engage in measures which stabilise, maintain or otherwise affect the price of the Shares which would not otherwise prevail in an open trade (stabilisation). Such measures may be engaged in First North or otherwise. These measures may raise or maintain the market price of the Shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the Shares. However, the stabilisation measures may not be conducted on a higher price than what is the final subscription price in the Offering. The Lead Manager has no obligation to carry out these measures, and it may stop any of these measures at any time. The Lead Manager or the Company on behalf of the Lead Manager will publish information regarding the stabilisation required by legislation or other applicable regulations at the end of stabilisation period.

Any stabilization measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilization of financial instruments.

The Lead Manager shall enter into a share lending agreement with SWOT CHS related to the settlement and stabilisation. According to the share lending agreement, the Lead Manager may borrow a number of Shares equal to the Over-Allotment Option to cover any possible over-allotments in connection with the Offering. To the extent that the Lead Manager borrows Shares in this manner, it must return an equal number of Shares or equal rights to SWOT CHS.

Lead Manager

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acts as the lead manager for the Offering ("SEB" or the "Lead Manager").

Underwriting Commitment

The Company, the Selling Shareholders and the Lead Manager will, on or about 20 May 2015 enter into an underwriting agreement (the "Underwriting Agreement"). The Underwriting Agreement contains an underwriting commitment by SEB for the entire Offering (including both the Share Issue and the Share Sale), subject to certain customary conditions. The Offering will not be carried out and the Underwriting Agreement will not be signed if sufficient numbers of subscriptions of the Offer Shares are not attained in the Offering.


Conditionality of the Offering

The Board of Directors of the Company and the Selling Shareholders shall decide on the completion of the Offering, the number of Offer Shares, and the final subscription price for the Offer Shares, after the book building period directed at institutional investors has ended, on or about 20 May 2015. The Offering will not be carried out if sufficient number of subscriptions of Offer Shares is not attained in the Offering. The realisation of the Offering is conditional upon the signing of the Underwriting Agreement.

Subscription Period

The subscription period for the Institutional Offering will commence on 6 May 2015 at 10.00 a.m. (Finnish time) and end on 20 May 2015 at 10.00 p.m. (Finnish time) at the latest. The subscription period for the Public Offering and Personnel Offering will commence on 6 May 2015 at 10.00 a.m. (Finnish time) and end on 18 May 2015 at 5.00 p.m. (Finnish time) at the latest.

The Company and the Selling Shareholders have, in the event of an oversubscription, the right to discontinue the Institutional Offering, the Public Offering and/or Personnel Offering at the earliest on 12 May 2015 at 5.00 p.m. (Finnish time). The Institutional Offering, the Public Offering and the Personnel Offering can be discontinued independently of each other. In the event of oversubscription of the Institutional Offering, the Public Offering and/or the Personnel Offering, the entire Offering can be discontinued. A company release regarding the matter will be published in the event of a possible discontinuation of the Institutional Offering, Public Offering, and/or the Personnel Offering.

The Board of Directors of the Company has the right to extend the subscription period of the Offering. A possible extension of the subscription period will be communicated by a company release, which will indicate the new end date of the subscription period of the Offering. The subscription period will end in any case on 2.6.2015 at 5.00 p.m. (Finnish time) at the latest. The Board of Directors of the Company may or may not extend the subscription period of the Institutional Offering, the Public Offering or the Personnel Offering independently of each other. The company release concerning the extension of the subscription period must be released at the latest on the above mentioned estimated end dates of the subscription period of the Institutional Offering or the Public Offering and Public Offering.

Subscription Price

The preliminary subscription price range for the Offer Shares is a minimum of EUR 5.00 and a maximum of EUR 6.10 per Offer Share (the "Preliminary Subscription Price Range"). In the Personnel Offering the subscription price range is 10 percent lower than the Preliminary Subscription Price Range. The Preliminary Subscription Price Range can be changed during the subscription period, which will be then communicated by a company release and on the Internet on the website www.robit.fi/listautumisanti. The final subscription price of the Offer Shares may be above or below the Preliminary Subscription Price Range. See " - Cancellation of the Subscription Commitment - Procedure for Changing the Preliminary Subscription Price Range". The final subscription price for the Offer Shares shall be decided based on subscription orders (the "Subscription Order") submitted by institutional investors in negotiations between the Company, the Selling Shareholders and the Lead Manager after the subscription period has ended on or about 20 May 2015 (the "Pricing"). The final subscription price will be announced by a company release immediately following the Pricing and it shall be available at the latest on the next banking day following the Pricing, on or about 21 May 2015 at the subscription places of the Offering and on the Internet on the website www.robit.fi/listautumisanti. The final subscription price for the Personnel Offering is 10 percent lower than in the Public Offering.

Cancellation of the Subscription Commitment

The subscription commitment submitted in connection with the Public Offering and Personnel Offering (the "Commitment") is binding and cannot be changed or cancelled, otherwise than in the situations provided for in the Securities Markets Act.
Procedure for Changing the Preliminary Subscription Price Range

If the Preliminary Subscription Price Range is changed during the subscription period, the Finnish Prospectus shall be supplemented, and such supplement of the Finnish Prospectus and change in the Preliminary Subscription Price Range shall be published in a company release and on the Internet on the website www.robit.fi/listautumisanti. If the Preliminary Subscription Price Range is changed or if the final subscription price of the Offer Shares differs from the Preliminary Subscription Price Range, investors who have made a Commitment in the Public Offering or in the Personnel Offering before the Preliminary Subscription Price Range was changed or before a final subscription price that differs from the Preliminary Subscription Price Range was announced, may, for at least the next two (2) banking days as of the publication of a new price range or the final subscription price in deviation from the Preliminary Subscription Price Range, cancel the Commitment made earlier. In order to cancel the Commitment in the Public Offering or the Personnel Offering, the investor must contact the customer service of FIM Investment Services Ltd (customerservice@fim.com, telephone + 358 9 6134 6250).

If the Commitment is not cancelled, the number of Shares of an investor, who has paid for his or her Commitment, is recalculated on the basis of the final subscription price.

Cancellation in Accordance with the Securities Markets Act

If the Finnish Prospectus is supplemented or corrected due to a material error or omission or due to material new information, which arises in accordance with the Securities Markets Act after the Finnish Financial Supervisory Authority has approved the Finnish Prospectus but before the closing of the offer, investors who have committed to subscribe for Offer Shares before the Finnish Prospectus was supplemented or the correction made public have, in accordance with the Securities Markets Act, the right to cancel their Commitments within at least two (2) banking days after the supplement or correction of the Finnish Prospectus has been published. The use of the cancellation right requires that the error, omission or material new information, that led to the supplement or correction, has arisen prior to the delivery of the Offer Shares to the investors.

Any possible cancellation of the Commitment must concern fully the aggregate number of Shares of all Commitments of the investor in question. If the Finnish Prospectus is supplemented or corrected, such an event shall be announced with a company release. Such company release shall also contain information on the investors' right to cancel their Commitments. The validity of the offer shall be deemed to close when the execution of the Offering, the final subscription price of the Offer Shares and the allocation has been decided upon, i.e. preliminarily on 20 May 2015.

Procedure to Cancel the Commitment

The cancellation of a Commitment must be notified in writing to the customer service of FIM Investment Services Ltd either via email (customerservice@fim.com) or in accordance with instruction given by the FIM Investment Services Ltd's customer service by telephone (telephone + 358 9 6134 6250). The possible cancellation of a Commitment concerns the entire Commitment. After the period entitling to the cancellation right has lapsed, the cancellation right no longer exists. If the Commitment is cancelled, the subscription place returns the sum paid for the Offer Shares to the bank account notified in the Commitment. The money is returned as soon as possible after the cancellation, approximately within five (5) banking days of serving the subscription place with the cancellation notice. If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. No interest will be paid on such repaid funds.

Registration of shares to Book-Entry Accounts

An investor making a subscription commitment must have a book-entry account with a Finnish account operator, or with an account operator operating in Finland, and submit the number of his or her book-entry account in the subscription commitment. Offer Shares issued in the Public Offering and Personnel Offering are recorded in the book-entry accounts of investors who have made an approved Commitment on or about the first banking day after the Pricing takes place, on or about 21 May 2015. In the Institutional Offering, the Shares will be ready to be delivered against payment on or about 25 May 2015 through Euroclear Finland Ltd.

Title and Shareholder Rights

The title to the Sale Shares is transferred when the Sale Shares are paid for and recorded in the investor's book-entry account. The Sale Shares carry rights equal to all other shares in the Company and will entitle their holders to dividend and other distributions of funds as well as other rights related to the shares in the Company as of the title has been transferred to him or her. The Issue Shares carry rights equal to all other shares in the Company and will entitle their holders to dividend and other distributions of funds as well as other rights related to the shares in the Company after the Issue Shares have been registered in the trade register maintained by the Finnish Patent and Registration Office on or about 20 May 2015. Rights related to Issue Shares may be used when the Issue Shares are recorded in the investor's book-entry system.

Each share in the Company entitles to one vote in the Company's General Meeting of Shareholders.

Transfer Tax and Other Expenses

No transfer tax is payable for subscribing for Issue Shares. Account operators charge a brokerage fee in accordance with their price lists for the maintenance of the book-entry account and for depositing shares.

The Sale Shares shall be sold on a multilateral trading facility in the same instance when trading with the Shares commences on the First North, and no transfer tax shall be payable for these trades. The Selling Shareholders shall pay the transfer tax that may possibly be levied when shares in the Company are transferred in connection with the Share Sale.

Trading in the shares in the Company

The Company will submit a listing application with NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange") to list the Shares on the multilateral First North Finland marketplace ("First North") maintained by the Helsinki Stock Exchange. The share trading is expected to commence on First North on or about 21 May 2015. The share trading code of the shares in the Company is ROBIT and ISIN code FI4000150016. SEB acts as the certified advisor referred to in the First North Nordic Rulebook.

When the trading on First North commences on or about 21 May 2015, all Offer Shares issued or sold in the Offering have not necessarily been fully transferred to the investors' book-entry accounts. When a broker receives an order to sell shares in the Company on First North, the broker shall with due care ensure that the amount of Shares in question has been allocated to the investor.

Right to Cancel the Offering

The Board of Directors of the Company and the Selling Shareholders are entitled to cancel the Offering at any time prior to the execution of the Offering due to, among other reasons, a material change in the market conditions, the Company's financial position or the Company's business. If the Board of Directors decides to cancel the Offering, the paid subscription prices will be refunded to subscribers approximately in three (3) banking days after the decision by the Board of Directors. If the investor's bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no more than two (2) banking days later. No interest will be paid on such repaid funds.


Other Issues

Other issues and practical matters relating to the Share Issue will be resolved by the Board of Directors of the Company.

Other issues and practical matters relating to the Share Sale will be resolved by the Selling Shareholders.

Documents on Display

The Company's latest financial statements, the annual report and the auditor's report as well as the other documents pursuant to Chapter 5, Section 21 of the Companies Act (624/2006), are available during the subscription period at the headquarters of the Company in Vikkiniityntie 9, 33880 Lempäälä, Finland.

Governing Law

The Offering shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by a court of competent jurisdiction in Finland.

Special Terms and Conditions concerning the Institutional Offering

Preliminarily a maximum of 6,891,725 Offer Shares are offered in the Institutional Offering to institutional investors in Finland and internationally on the terms and conditions set forth herein. The number of Offer Shares may be more or less than the respective amount presented herein. The Company and the Selling Shareholders may, based on demand, transfer Offer Shares without any restrictions between the Institutional Offering, the Public Offering, Personnel Offering and Personnel Offering in deviation from the preliminary number of Offer Shares. However, the minimum number of Offer Shares in the Public Offering shall be 584,597 Offer Shares or, if the aggregate number of shares covered by the Commitments submitted in the Public Offering is smaller than this, such aggregate number of Offer Shares as covered by the Commitments submitted in the Public Offering. However, the minimum number of Offer Shares in the Personnel Offering shall be 28,000 Offer Shares or, if the aggregate number of shares covered by the Commitments submitted in the Personnel Offering is smaller than this, such aggregate number of Offer Shares as covered by the Commitments submitted in the Personnel Offering.

The Offer Shares are being offered in the Institutional Offering for investors outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. The Offer Shares have not been registered, and they will not be registered under the U.S. Securities Act of 1933, and they cannot be offered or sold into the United States. For more information on the restrictions on the offering of Shares, see "Important Information on the Offering Memorandum".

The Lead Manager may reject a Subscription Order, either partially or wholly, unless the Commitment has been made in accordance with the terms and conditions herein.

Right to Participate

An investor, whose Subscription Order includes at least 20,000 Offer Shares, may participate in the Institutional Offering.

Subscription Commitments

Certain Finnish institutional investors have given subscription commitments relating to the Offering ("Cornerstone Investors"). Each of the Cornerstone Investors has separately agreed to subscribe at the final subscription price of the Offering 9.0 percent, 7.0 percent and 5.5 percent of the Company's shares following the Offering. The Cornerstone Investors' undertakings are conditional on, among other things: (i) listing of the Company's shares occurring no later than 4 June 2015; (ii) the final subscription price does not exceed the maximum price of the Preliminary Subscription Price Range (iii) such Cornerstone Investor being allocated the full amount of shares pursuant to its commitment; (iv) the Company's shareholders own a total of at least 45 percent of the Company's shares at the commencement of trading (not counting the ownership of SWOT CHS); and (v) SWOT CHS owns at least 1/3 of the shares in the Company following the Offering. If such conditions are not satisfied, the Cornerstone Investors will not be required to subscribe Offer Shares.

The Cornerstone Investors will not receive any compensation for their commitments and the investments by the Cornerstone Investors will be done at the final subscription price. In addition, the Cornerstone Investors' commitments have not been secured through a bank guarantee, blocked funds or pledge of collateral or similar arrangement. The aggregate amount of the Cornerstone Investors' commitments is 40.5 percent of the Offer Shares including the Over-Allotment Option. See "Arrangement of the Offering - Subscription Commitments".

Subscription Places

Subscription Orders by institutional investors may be submitted to the Lead Manager for the Offering.

Payment of the Offer Shares

Institutional investors must pay for the Offer Shares corresponding to their accepted Subscription Order in accordance with the instructions issued by the Lead Manager, on or about 25 May 2015. The Lead Manager has the right, in accordance with the duty of care set for securities intermediaries, where necessary, upon receipt of a Subscription Order or before approval thereof, to request the subscriber to give an account of its ability to pay for the Offer Shares corresponding to the Subscription Order or to require an amount corresponding to the Subscription Order be paid in advance. The amount payable will then be the maximum amount of the Preliminary Subscription Price Range, amounting to EUR 6.10, which is multiplied by the number of shares corresponding to the Subscription Order. If the Preliminary Subscription Price Range is increased, the maximum price per share of the new price range will be applied to the Subscription Orders submitted thereafter. Possible refunds will be made on or about on the fourth (4th) banking day following the Pricing, on or about 26 May 2015. No interest will be paid on such repaid funds.

Approval of the Subscription Orders

The Company and Selling Shareholders decide on the approvals of the submitted Subscription Orders after the Pricing. The Cornerstone Investors, having undertaken to subscribe for Offer Shares in the Offering, will be given priority in relation to other investors up to the amount of Offer Shares which they have undertaken to subscribe. A confirmation of the accepted Subscription Orders in the Institutional Offering will be provided as soon as practically possible after the allocation of the Offer Shares. The Company and the Selling Shareholders will decide on the procedures in the event of a potential oversubscription. The Subscription Orders can be accepted partially or wholly or they may be rejected.

Special Terms and Conditions concerning the Public Offering

Preliminarily a maximum of 730,747 Offer Shares are offered in the Public Offering to private individuals and organisations in Finland, on the terms and conditions set forth herein. The Company and the Selling Shareholders may, based on demand, transfer Offer Shares without any restrictions between the Institutional Offering, the Public Offering and the Personnel Offering in deviation from the preliminary number of Offer Shares. However, the minimum number of Offer Shares to be offered in the Public Offering shall be 584,597 Offer Shares or, if the aggregate number of Offer Shares covered by the Commitments submitted in the Public Offering is smaller than this, such aggregate number of Offer Shares as covered by the Commitments submitted in the Public Offering.

The subscription place has the right to reject a Commitment, either partially or wholly, if the Commitment does not comply with the terms and conditions set forth herein or if it is otherwise incomplete.

Right to Participate, the Minimum and Maximum Amounts for Commitments

Investors, whose domicile is in Finland and who submit their Commitments in Finland, may participate in the Public Offering. For more information on the restrictions on the offering of the Offer Shares, see "Important Information on the Offering Memorandum". In the Public Offering, the Commitment must concern a minimum of 50 Offer Shares and a maximum of 19,999 Offer Shares. Multiple Commitments provided by the same investor in one or several subscription places will be combined into one Commitment and the above maximum amount will be applied thereto. The subscriptions in the Public Offering and Personnel Offering by the same investor will not be combined.

Subscription Places and Submitting of Commitment

FIM Investment Services Ltd will act as a place for subscription in the Public Offering

Investors participating in the Public Offering may make their Commitments at the internet address of FIM Investment Services Ltd at www.fim.com. Investors participating in the Public Offering may make their Commitments also at FIM Investment Services Ltd's branches by a separate agreement in accordance with the instructions given by FIM Investment Services Ltd's customer service (customerservice@fim.com, telephone + 358 9 6134 6250).

The Commitment is deemed to be given when the subscription place has received from the investor a duly signed commitment form to a subscription place in accordance with the instructions of the subscription place and paid for the subscription in accordance with the said Commitment. Possible further instructions given by the subscription place must be taken into account when submitting the Commitment. A Commitment submitted in the Public Offering is binding and may not be changed, and its cancellation is possible only in the circumstances mentioned and in the specific way described in section " - Cancellation of the Subscription Commitment" above.

Payment of Offer Shares

When submitting a Commitment in the Public Offering, the amount to be paid for the Offer Shares amounts to the maximum price of the Preliminary Subscription Price Range, EUR 6.10 per Offer Share, multiplied by the amount of Offer Shares in the Commitment. If the Preliminary Subscription Price Range has been changed, thereafter the maximum price per Offer Share offered in the Public Offering of the new price range shall be paid when submitting a Commitment.

Acceptance of Commitments and Allocation of the Offer Shares

The Company and Selling Shareholders decide on the allocation of the Offer Shares to investors after the Pricing. The Company and the Selling Shareholders decide on the procedures in the event of a potential oversubscription. The Commitments made in the Public Offering may be accepted in whole or in part or they may be rejected. The Company and the Selling Shareholders aim to accept Commitments made in the Public Offering in whole for a maximum of 500 Offer Shares and, for Commitments made in the Public Offering exceeding this amount, allocate Offer Shares in proportion to the amount of Commitments unmet. The final allocation principles will be announced by a company release immediately after the Pricing, and they will be available at the latest on the following banking day after the Pricing, on or about 21 May 2015 in the subscription places and on the Internet on the website www.robit.fi/listautumisanti. A confirmation letter regarding the acceptance of the Commitments and allocation of the Offer Shares shall be sent after the Pricing to all investors that have participated in the Public Offering.

Refunding of Paid Amount

If the Commitment is rejected or only partially accepted and/or if the final subscription price is lower than the amount paid at the time of making the Commitment, the amount paid or part thereof will be refunded to the investor to the bank account identified in the Commitment on or about the fourth (4th) banking day after the Pricing, on or about 26 May 2015. If the investor's bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, on or about two (2) banking days later at the latest. If Commitments made by the same investor have been combined, the possible refund is made only to one bank account. No interest will be paid on such repaid funds. See also " - Cancellation of the Subscription Commitment - Procedure for Changing the Preliminary Subscription Price Range".

Special Terms and Conditions concerning the Personnel Offering

Preliminarily a maximum of 35,000 Offer Shares are offered in the Personnel Offering to the Company's personnel, on the terms and conditions set forth herein. The Company and the Selling Shareholders may, based on demand, transfer Offer Shares without any restrictions between the Institutional Offering, the Public Offering and the Personnel Offering in deviation from the preliminary number of Offer Shares. However, the minimum number of Offer Shares to be offered in the Personnel Offering shall be 28,000 Offer Shares or, if the aggregate number of Offer Shares covered by the Commitments submitted in the Personnel Offering is smaller than this, such aggregate number of Offer Shares as covered by the Commitments submitted in the Personnel Offering. Only new shares in the Company will be offered in the Personnel Offering.

The subscription place has the right to reject a Commitment, either partially or wholly, if the Commitment does not comply with the terms and conditions set forth herein or if it is otherwise incomplete.

Right to Participate, the Minimum and Maximum Amounts for Commitments

Members of the Board of Directors of the Company or persons, who are directly employed by or in service of the Company at the beginning of the subscription period on 6 March 2015 may participate in the Personnel Offering. However, the persons acting as the Selling Shareholders in the Offering cannot participate in the Personnel Offering even though they would otherwise meet the conditions for participation in the Personnel Offering. The right to participate in the Personnel Offering is personal and cannot be transferred. For more information on the restrictions on the offering of the Offer Shares, see "Important Information on the Offering Memorandum". In the Personnel Offering, the Commitment must concern a minimum of 50 Offer Shares and a maximum of 19,999 Offer Shares. Multiple Commitments provided by the same investor will be combined into one Commitment and the above maximum amount will be applied thereto. The subscriptions in the Public Offering and Personnel Offering by the same investor will not be combined.

The Lock-up in the Personnel Offering

Participants to the Personnel Offering shall undertake to not without a written consent given in advance by the Lead Manager, offer, pledge, sell, contract to sell, set any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, the shares in the Company or any securities exchangeable for or convertible into or exercisable for shares in the Company, or enter into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of the shares in the Company, whether any such transactions are to be settled by delivery of the shares in the Company or other securities, in cash or otherwise. The undertaking is valid for 360 days from the commencement of trading of the shares in the Company on First North.

Subscription Places and Submitting of Commitment

FIM Investment Services Ltd takes Commitments in accordance with instructions given to the investors eligible to participate in the Personnel Offering.

The Commitment is deemed to be given when the subscription place has received from the investor a duly signed commitment form to a subscription place in accordance with the instructions of the subscription place and paid for the subscription in accordance with the said Commitment. Possible further instructions given by the subscription place must be taken into account when submitting the Commitment. A Commitment submitted in the Personnel Offering is binding and may not be changed, and its cancellation is possible only in the circumstances mentioned and in the specific way described in section " - Cancellation of the Subscription Commitment" above.

Payment of Offer Shares

When submitting a Commitment the amount to be paid for the Offer Shares amounts to 10 percent lower than the maximum price of the Preliminary Subscription Price Range, EUR 5.49 per Offer Share, multiplied by the amount of Offer Shares in the Commitment. If the Preliminary Subscription Price Range has been changed, thereafter 10 percent lower than the maximum price per Offer Share offered in the Personnel Offering of the new price range shall be paid when submitting a Commitment.

Acceptance of Commitments and Allocation of the Offer Shares

The Company decides on the allocation of the Offer Shares to investors in the Personnel Offering after the Pricing. The Company decides on the procedures in the event of a potential oversubscription in the Personnel Offering. The Commitments made in the Personnel Offering may be accepted in whole or in part or they may be rejected. The Company aims to accept Commitments made in the Personnel Offering in whole for a maximum of 500 Offer Shares and, for Commitments made in the Personnel Offering exceeding this amount, allocate Offer Shares in proportion to the amount of Commitments unmet. The final allocation principles will be announced by a company release immediately after the Pricing, and they will be available at the latest on the following banking day after the Pricing, on or about 21 May 2015 in the subscription places and on the Internet on the website www.robit.fi/listautumisanti. A confirmation letter regarding the acceptance of the Commitments and allocation of the Offer Shares shall be sent after the Pricing to all investors that have participated in the Personnel Offering.

Refunding of Paid Amount

If the Commitment is rejected or only partially accepted and/or if the final subscription price of the Personnel Offering is lower than the amount paid at the time of making the Commitment, the amount paid or part thereof will be refunded to the investor to the bank account identified in the Commitment on or about the fourth (4th) banking day after the Pricing, on or about 26 May 2015. If the investor's bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, on or about two (2) banking days later at the latest. If Commitments made by the same investor have been combined, the possible refund is made only to one bank account. No interest will be paid on such repaid funds. See also " - Cancellation of the Subscription Commitment - Procedure for Changing the Preliminary Subscription Price Range".