Important information

Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following and confirm your country of residence. Your confirmation must be true and accurate.

I confirm

United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and Singapore

The contemplated initial public offering shall be governed by the laws of Finland. No action has been taken, except in Finland, in order to register the shares in Administer Ltd (the “Company”) or the contemplated initial public offering or for the public offering of shares. The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa and Singapore. Documents relating to the contemplated initial public offering, including the prospectus in accordance with the Prospectus Regulation ((EU) 2017/1129), may not be delivered to persons in the above-mentioned countries and must not be copied in any way whatsoever. Neither the Company, Evli Bank Plc nor the Company’s representatives have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company has reserved the right to, in its sole discretion reject any type of share subscription that the Company believes would cause the violation or breach of legislation, rule or regulation.

Back to frontpage

Disclaimer

Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you access this restricted information.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States (including its territories and possessions, the “United States”), Australia, Canada, Japan, Hong Kong, New Zealand, Singapore or South Africa and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares in, rights or other securities of Administer Ltd (the “Company”) in the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore and South Africa.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The contemplated initial public offering shall be governed by the laws of Finland. No action has been taken, except in Finland, in order to register the shares or the contemplated initial public offering or for the public offering of shares. The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore and South Africa. Neither the documents on this website nor the prospectus prepared in accordance with the Prospectus Regulation ((EU) 2017/1129) may be delivered to persons in the above-mentioned countries by copying or in any way whatsoever. The Company and Evli Bank Plc require that the persons mentioned above in this paragraph inform themselves of the restrictions regarding the distribution and other conveyance outside of Finland as well as restrictions regarding the use of information and observe all such restrictions. Neither the Company, Evli Bank Plc nor the Company’s representatives have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company has reserved the right to, in its sole discretion, reject any type of share subscription that the Company believes would cause the violation or breach of legislation, rule or regulation.

In order to access the information related to the contemplated initial public offering, you must certify the following:

I have carefully read and understood the instructions and restrictions described above, and I acknowledge that I am bound by them.
I am not resident of the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore or South Africa, and I am currently not physically present in any of these countries.
If I am resident of any other country than Finland or if I am currently physically present in any country other than Finland, I have obtained the necessary information about the restrictions applicable to the delivery of this information and my participation in the contemplated initial public offering and I acknowledge that I am bound by them.

Yes, I confirm No, I do not confirm

Administer Plc’s Initial Public Offering and listing on Nasdaq First North Growth Market Finland

Subscription period for the public offering 7.12.- 16.12.2021

Administer Plc (”Administer” or ”Company”) applies for the listing of its shares on the First North Growth Market Finland marketplace (“First North”) operated by Nasdaq Helsinki Ltd, along with an initial public offering (“IPO”).

Administer provides services related to financial & payroll management, consulting and software. Administer aims to renew the market for financial management services by developing new technology and solutions.

Administer operates in the Finnish accounting markets that totaled up to EUR 1.23 billion in market size in 2020. The Company’s management estimates Administer to be one of the largest financial management and HR & payroll service providers in Finland by revenue, and the largest payroll service provider by the number of processed pay slips. Administer’s client base consists of companies from a wide spectrum of different sizes and fields from small entrepreneur-driven companies to large blue-chip companies and municipalities. The Company’s revenue in 2020 was EUR 43.7 million. Administer conducts operations from 21 different locations in Finland and single branch offices in Stockholm and Tallinn.

Administer as an investment opportunity

Defensive and consolidating markets support Administer’s growth plans in the future
One of the largest players in Finland with the resources to compete in the market characterized by digital revolution
Growing market with defensive characteristics
Broad customer base and service offering provide diversification in business and growth opportunities in multiple market segments
Great potential to continue inorganic growth opportunities as smaller players fall behind with limited resources
International markets are lagging in digitalization, which provides for excellent opportunities for internationalization

Reasons for the initial public offering

The objective of the Offering and the Company’s Listing to First North is to promote Administer’s ability to implement its growth strategy which aims for organic and inorganic growth and to increase financial flexibility for the development of the business by improving the Group’s solvency. In addition, the Offering aims to broaden the ownership base with new institutional and other investors, through which Administer aims to widen its financing base to support growth in line with its strategy. The purpose of the Personnel Offering is to commit and motivate Administer’s personnel.

Terms and conditions of the offering in brief

The IPO consists of a share issue (“Share Issue”) and a share sale (“Share Sale”). In the Share Issue and Share sale a maximum of 4 165 000 shares in total (“Offer Shares”) are offered in a public offering to private individuals and entities in Finland (the “Public Offering”), to institutional investors in Finland and in private placements internationally (the “Institutional Offering”), as well as a personnel offering to the personnel employed by the Company, its group companies or affiliated companies during the subscription period in Finland, and the members of the Board of Directors and of the Management Team of the Company, its group companies or affiliated companies in Finland (the “Personnel Offering”). In connection with the Offering, the Company is expected to give Evli, who is acting as the Lead Manager, the right to increase the number of Offer Shares by a maximum of 620 000 New Shares solely to cover possible oversubscription situations in connection with the Offering (the “Over-allotment Option”).

The IPO consists of:

Public Offering of preliminarily a maximum of 1 030 000 Offer Shares
Institutional Offering of preliminarily a maximum of 3 000 000 Offer Shares
Personnel Offering of preliminarily a maximum of 135 000 Offer Shares

The Company will offer up to 2 264 110 new shares in the Company for subscription in the IPO. As a result of the Share Issue, the number of the Company’s shares may increase up to a maximum of 13 574 110 shares.

Company’s existing shareholder Bocap SME Achievers Fund II Ky offers for sale preliminarily a maximum of 1 900 890 existing shares of the Company in the IPO.

The Offer Shares account approximately for a maximum of 30.7 percent of all of the Company’s Shares and votes after the Offering assuming that the Over-allotment Option is not exercised, the Selling Shareholder sells the maximum number of the Sale Shares and the Company issues a total of 2 264 110 New Shares (approximately 33.7 percent assuming that the Over-allotment Option is exercised in full).

The subscription price in the Public and Institutional Offering is EUR 4.86 per Offer Share ("Subscription Price"). In the Personnel Offering the subscription price is 10 percent lower than the Subscription Period, i.e. EUR 4.38 per Offer Share. Provided that the IPO is realised in full, the size of the IPO is approximately EUR 20 million.

Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Aurator Asset Management, and certain other professional investors have undertaken to become cornerstone investors (the “Cornerstone Investors”) in the Offering. Subject to certain customary conditions, the Cornerstone Investors have each undertaken to subscribe for Offer Shares at the Final Subscription Price for approximately EUR 12.6 million in total in the Offering, representing 62.2 percent of the Offer Shares.

Use of proceeds

The Company aims to raise gross proceeds of approximately EUR 11 million by offering a maximum of 2 264 110 New Shares for subscription with the subscription price of EUR 4.86 per share in the Public Offering and the Institutional Offering and EUR 4.38 per share in the Personnel Offering. The proceeds received by the Company from the Offering are intended to be used primarily for implementing and supporting Administer’ growth strategy.

Important dates

Prospectus available electronically (estimated)	3.12.2021
Subscription period commences	7.12.2021 klo 10.00
The IPO may be discontinued at the earliest	14.12.2021 klo 16.00
Subscription periods for the Public Offering and the Personnel Offering end	16.12.2021 klo 16.00
Subscription period for the Institutional Offering ends (estimated)	17.12.2021 klo 12.00
Announcement of the final results of the IPO (estimated)	20.12.2021
Issue Shares entered into book-entry accounts (estimated)	21.12.2021
Trading in the Offer Shares commences in First North (estimated)	21.12.2021
Sale Shares entered into book-entry accounts (estimated)	23.12.2021

Strategy

Administer’s mission is to ensure smooth and efficient financial and payroll management for its customers. Administer’s vision is to provide a customer experience exceeding the expectations of its customers.

Administer wants to be the best player in its field of business with the customer experience and innovative mindset as well as with its comprehensive service offering and technical solutions. In the view of Administer’s management, the Company’s technological advantage over its competitors based on an assessment of Administer’s management which is based on public sources concerning, among other things, the use of artificial intelligence, automation and ERP in Administer’s operations when compared to its competitors, supports the acquisition of new customers, and the successful customer experience helps engaging the customers. The management believes that Administer can provide a comprehensive service offering, which, among other things, enables the success of its customers in their own business operations.

Administer’s own sales of services and solutions are the most important enabler of growth. Professional and active sales activities create the foundations for the increase in net sales, supported with business acquisitions. Administer will also invest more in the public sector in the future.

Administer seeks strong profitability through continuous improvement of its service functions, precise production management, personnel and customer engagement and thus persistence and additional services that create value for the customers. Administer’s management considers that routine tasks can be automated increasingly with IT solutions also in the future. The consulting services provided by Administer create added value for customers and provide Administer with sales with a higher margin.

Subscription price and number of shares to be subscribed

The subscription price will be EUR 4.86 per share in the Public Offering and Institutional Offering, and EUR 4.38 per share in the Personnel Offering.

In the Public Offering and Personnel Offering, a subscription commitment must apply to a minimum of 150 and maximum of 20 575 Offer Shares. For the Institutional Offering, the subscription commitment must apply to a minimum of 20 576 shares.

Places of subscription for the Public Offering

The subscription places in the Public Offering are:

Evli’s online service at evli.com/administer-en. In the online service, subscriptions can be submitted using the online bank credentials of Evli Bank, Aktia, Danske Bank, Handelsbanken, Nordea Bank, Oma Savings Bank, OP Bank, POP Bank, S-Bank, Savings Bank and Ålandsbanken. The subscription shall be paid when making the subscription and the subscriber is required to ensure that the subscription price does not exceed the possible daily limit for transfer of funds from the investor’s bank account. The subscription cannot be made in the online service without settling the payment at the same time. In addition, when an individual is submitting a subscription on behalf of an entity, they are required to prove their authority for the subscription by delivering a trade register extract or other document proving the authority to the email address administer@evli.com.
Evli’s office at the address Aleksanterinkatu 19 A, 00100 Helsinki, during business days between 9 a.m. and 4 p.m. (Finnish time). The possibility of submitting subscriptions in the office is conditional to the possible re-strictions imposed by the authorities, and the possibility of submitting a subscription in the office cannot be guaranteed. Should an investor wish to submit a subscription at the office of the Lead Manager, the investor is required to make a prior booking for an appointment for the subscription. The booking of the appointment shall be made at the latest on the first business day after the commencement of the relevant subscription period. The booking request can be emailed to administer@evli.com. The investor must provide proof of identity when submit-ting a subscription. An individual submitting a subscription on behalf of an entity must provide an authorisation for the subscription. Entities subscribing for the Offer Shares must have a valid LEI code. The subscription must be paid to Evli’s bank account in accordance with the instructions presented in the subscription form.
Evli’s subscription point, where the subscription can be delivered by telefax or email. More detailed instructions for submitting the subscription by telefax or email and paying for the subscription must be requested beforehand from Evli’s subscription point by calling +358 9 4766 9573. Calls to Evli’s customer service are recorded.
Nordnet’s online service at www.nordnet.fi/fi/administer. In the online service, subscriptions can be submitted using the online bank credentials of Nordnet, Aktia, Danske Bank, Handelsbanken, Nordea, Oma Savings Bank, OP Bank, POP Bank, S-Bank, Savings Bank and Ålandsbanken. When agreed separately, a subscription can also be submitted in the Public Offering in Nordnet’s office at the address Yliopistonkatu 5, 00100 Helsinki, during business days between 1 p.m. and 5 p.m. (Finnish time). To submit a subscription at Nordnet’s offices, a reservation is required to be made by phone in advance by calling +358 2 0198 5898.

Client account at Evli Bank is not required for a submission of subscription commitment.

The subscription period has been discontinued due to oversubscription.

Personnel Offering

Separate instructions have been provided regarding the Personnel Offering. Employees with a valid employment relationship at the Company or its Group companies and affiliated companies in Finland which has not been terminated at the end of the subscription period, and the members of the Board of Directors and management team of the Company or its Group companies and affiliates in Finland are entitled to participate in the Personnel Offering.

The subscription period has been discontinued due to oversubscription.

Institutional Offering

The subscription commitments of institutional investors may be submitted to the lead manager of the IPO, Evli Bank Plc, as well as to Nordnet Bank AB Finland Branch. Where necessary, additional information is available at Evli Bank Plc by telephone at +358 9 4766 9645 and by email at administer@evli.com, and at Nordnet Bank AB Finland Branch by telephone at 09 6817 8444.

The subscription period has been discontinued due to oversubscription.

Important notice

Please read the terms of the IPO and other information contained in the prospectus carefully before subscription.

Trading in Administer Plc’s shares on the First North market place is expected to commence on 21 December 2021.

Materials

Offering Circular

Articles of Association (in Finnish)

Marketing Brochure (in Finnish)

Decision of the Financial Supervisory Authority (in Finnish)

Financial information 30.9.2021

Financial Statement 2020 (in Finnish)

Financial Statement 2019 (in Finnish)

Financial Statement 2018 (in Finnish)

Auditors Report

Investor event

Administer’s CEO Peter Aho will talk about the Company’s business and the IPO in a webinar on Tuesday December 7, at 5pm Finnish time. The event will be held in Finnish and streamed at https://administer.videosync.fi/yhtioesittely

Analyst Report

Important information:

Lead Manager Evli Bank Plc’s (“Lead Manager”) group company Evli Research Partners Oy has produced a research report independent of Administer Plc (“Company”) and the Lead Manager. The report has been independently produced by Evli Research Partners Oy and it reflects the opinions of the relevant research analysts only.

Evli Research Partners Oy has produced a research report concerning the Company independent of the Company and Evli Bank Plc. The report has been independently produced by Evli Research Partners Oy and it reflects the opinions of the relevant research analysts only. The report has been produced based on an assignment by the Company.

The Company accepts no liability as to the contents, correctness or extent of the research reports, and the contents does not reflect opinions or expectations of the Company’s management. Publication of research reports should not be considered as provision of investment advice.

Research reports are not a prospectus as referred to in the Prospectus Regulation ((EU) 2017/1129), a company description as referred to in the First North Growth Market Rulebook or marketing material relating to the offering. Potential investors should familiarize themselves with the prospectus published by the Company.

Evli Research Partners Oy’s analyst report