CAPITAL MARKETS

Planning an IPO or public issue of shares or debt instruments? TRUST advises in domestic capital markets transactions, including issuance of equity and debt instruments, initial public offerings, subscription rights issues, public tender offers, public-to private transactions and private placements involving use of capital markets. With the help of our distinguished international collaborative law firms, we are also able to coordinate and advise in cross-border transactions.

Our aim is to combine our focused legal expertise and high-class project management especially within our core sectors knowledge, e.g. in financial services, ICT, gaming, consumables, healthcare and energy sectors.

We also regularly advise the Boards and management of several listed companies on bet-the-company transactions, management’s fiduciary duties and corporate governance, market regulation and stock exchange matters.
Capital Markets 3

MIKA J. LEHTIMÄKI

+358 40 534 2273
mika.lehtimaki (at) TheTrust.fi

Capital Markets 4

ANNE-MARIE MALMBERG

+358 50 337 7919
anne-marie.malmberg (at) TheTrust.fi

Capital Markets 5
M&A

Trust advised the owners in the sale of HRM Partners Oy

Hanken SSE Executive Education Oy has acquired 100% ownership of HRM Partners Oy from the individual shareholders. This is a combination of two leading players in the field. As the chairman of the board of Hanken SSE Executive Educastion Oy, Johan Sandell is quoted: “This acquisition, implemented in a ‘merger of equals’- spirit, enables a strong combined platform for creating something remarkable for our customers, something where the sum is greater than its parts, paving the way for a world-class company and success story”.

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Mika J. Lehtimäki’s contribution to the Finnish Section of the new book ‘The Structured Products Law Review’

Despite the significant growth of the global structured product market in recent years, very few books on legal and regulatory issues related to structured products are available. The publication contributes to the knowledge base of legal practitioners and other structured product market participants. For our purposes, the term structured product refers to a pre-packaged investment that combines derivatives with other financial instruments to provide a return based on the performance of one or more underlying assets, including equity securities, indices, commodities, interest rates, currencies and, in some jurisdictions, credit risks.

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Capital Markets 7
M&A

Trust advised the owners in the sale of MAP Medical Technologies Oy

Trust advised the owners in the sale of 100 % ownership of MAP Medical Technologies Oy to Curium Pharmaceuticals.
MAP Medical operates three GMP manufacturing sites across Finland, two in Helsinki and one in Tikkakoski, and has been supplying critical radiopharmaceutical agents to customers across Nordics and Baltics since 1991.

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Capital Markets 8
M&A

Trust advised the owners in the sale of Pelsu Pelastussuunnitelma Oy to Caverion

Trust’s M&A team led by Jan Lindberg and supported by Anne-Marie Malmberg, Lauri Nieminen, Anssi Ihatsu ja Juha Taipale advised owners Fast Monkeys Oy, Sontek Ventures Oy, Eetu Kirsi, Okko Kouvalainen and several private shareholders in the sale of the entire share capital of the Finnish company, Pelsu Pelastussuunnitelma Oy on 11 October 2019. Pelsu Pelastussuunnitelma is specialised in property security consulting services and easy-to-use digital web and mobile services. The company is a market leader in its field in Finland. The parties have agreed not to disclose the transaction price.

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Capital Markets 9
IP & TECHNOLOGY

Trust advised Sulava’s main owners Jussi and Antti Roine (formerly Onsight Helsinki) in their exit

Trust advised the main owners in their exit from Sulava. Jussi and Antti Roine established Onsight Helsinki in early 2009 and in 2017 it was merged with Sulava in which they remained as active employees and major shareholders until 2019. We were pleased to advise these entrepreneurs during the many steps of the transaction starting already before the original merger.

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Capital Markets 10
M&A

Trust advised Loimi-Hämeen Jätehuolto Oy in their ownership arrangement with Westenergy Oy

Westenergy operates within circular economy. The company owns a modern Waste-to-Energy plant where combustible waste is refined into electricity, heat and recovered materials. Energy produced in the plant has a significant impact in reducing the need for fossil fuels in energy production, and Westenergy produces about 50 % of the district heating needed in the Vaasa region. By producing material for earthwork and recycled metals and by participating actively in developing circular economy in the operation area, Westenergy is a creating a cleaner and more sustainable future.

Owners

Westenergy is owned by five municipal waste management companies located in the western part of Finand – hence the name Westenergy. The company was founded in 2007 by Botniarosk, Lakeuden Etappi, Millespakka, Stormossen and Vestia to manage one important task – the energy recovery of waste.

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Technology

Devil and the details – ICT and standard terms

Should I recommend the use of standard contract terms and templates in contracting for ICT services? The fact is that some standard terms are used in almost every case in one way or another. The same issues are relevant regardless of the origin of the standard.

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Capital Markets

Observations regarding new prospectus Regulation(s) – part 1

On 21 July 2019, the new Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) replacing the Prospectus Directive 2003//71/EY entered into force in full. The new articles allowing e.g. issue new shares to public without a prospectus when aggregate issue price was no more than MEUR 8 during a period of 12 months (compared to previous equivalent limit of MEUR 5) were already implemented effective as at 1 January 2019. The full application of the Prospectus Regulation means that EU prospectuses which are filed to the Finnish Financial Supervision Authority (“FIN-FSA”) now have to be drafted and approved under the new regulations.

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