Helsinki, Finland, 2013-10-08 08:15 CEST (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 08 October 2013 09:15
Not to be published in or distributed to the United States of America, Canada, Australia, Hong Kong, South Africa or Japan
IXONOS IS PREPARING A SHARE ISSUE TO RAISE A MAXIMUM OF EUR 10.5 MILLION
Ixonos Plc ("Ixonos" or "Company") is preparing a share issue (“Share Issue”) pursuant to the shareholders' pre-emptive right to subscription in which a maximum amount of 120,000,000 new shares will be issued for subscription by the shareholders based on the authorisation of the Extraordinary General Meeting. The Share Issue requires, among other things, the approval of the Extraordinary General Meeting and the above share amount is based on the assumption that the shareholders meeting will at the same time decide on a reverse share split where five (5) existing shares are combined into one (1) new share for the purposes laid down in Chapter 15, Section 9 of the Finnish Companies Act.
The Company intends to raise a maximum amount of EUR 10.5 million in the Share Issue of which a maximum amount of EUR 3.5 million may be raised by issuing shares in a directed share issue ("Directed Share Issue") or option rights or other special rights entitling to shares that are set out in Chapter 10, Section 1 of the Companies Act ("Options or Other Special Rights").
The largest shareholder of the Company, Turret Oy Ab ("Turret") (approx. 24.25 percent of shares) has in relation to the Share Issue given a subscription commitment in full concerning the new shares that their holding entitles them to subscribe for. The subscription commitment given by Turret is conditional upon the Finnish Financial Supervisory Authority having granted Turret a permanent exemption from the obligation pursuant to the Finnish Securities Market Act to make a mandatory public offer for the remainder of the shares and other securities entitling to shares issued by the Company in case Turret’s ownership, as a result of the subscription commitment, exceeds 30 percent of the voting rights attached to the Company’s shares.
Additionally, Turret has given an underwriting commitment for shares that are potentially not subscribed for in the Share Issue up to maximum amount of EUR 1.0 million. The underwriting commitment is, however, only effective to the extent Turret's ownership does not, as a result of the use of the subscription commitment and the underwriting commitment, exceed 30 per cent of the voting rights attached to the Company’s shares.
Turret has a right to set off the subscription prices payable based upon the given subscription and underwriting commitments against the amount of its receivables from the Company by presenting a claim to the Company therefor.
The Board of Directors of Company is expected to decide on the terms and conditions of the Share Issue, including the number of issued shares and the subscription price, after the Extraordinary General Meeting has granted the Board of Directors the authorisation to decide of the Share Issue. The subscription period of the Directed Share Issue or the Options or Other Special Rights shall begin and end after the end of the subscription period of the Share Issue. The Company will publish a prospectus before the beginning of the Share Issue as set out in the Security Markets Act.
Pohjola Corporate Finance Ltd will act as a lead manager in the Share Issue, the Directed Share Issue and the issue of Options or Other Special Rights.
The invitation to Extraordinary General Meeting has been published today as a separate stock exchange release. Proposals for the authorisation of the Share Issue, the reverse share split and other information concerning the Extraordinary General Meeting are available in Company web pages www.ixonos.com.
Helsinki, 8 October 2013
IXONOS OYJ Board of Directors
For more information, please contact: Ixonos Plc Esa Harju, CEO, tel, +358 40 844 3367, esa.harju@ixonos.com Teppo Talvinko, CFO, Senior Vice President, +358 40 7153 660, teppo.talvinko@ixonos.com
Distribution: NASDAQ OMX Helsinki Main media
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 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 offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no 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 the 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 in that Member State by any measure implementing the Prospectus Directive in that 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 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.
