Decisions of Ixonos Plc's extraordinary general me

Helsinki, Finland, 2013-10-30 14:30 CET (GLOBE NEWSWIRE) -- Ixonos Plc          Stock Exchange Release          30 October 2013 at 15:30   

Ixonos Plc’s Extraordinary General Meeting has today made the following decisions.

REVERSE SHARE SPLIT AS SET OUT IN CHAPTER 15, SECTION 9 OF THE FINNISH COMPANIES ACT AND THE REDEMPTION OF SHARES IN A PROPORTION OTHER THAN THE OWNERSHIP OF THE SHAREHOLDERS

The Extraordinary General Meeting decided that the number of shares will be reduced without reducing the share capital by conducting 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 Limited Liability Companies Act (LLCA) and in accordance with the procedure set out therein. As part of the reverse share split, the company shall cancel, if necessary, the company's own shares that it has received free of charge in order to ensure that the total amount of the company's shares before the reverse share split is divisible by five. The purpose of the reverse share split is to improve the preconditions of trading in the shares and their price formation as well as to increase the value of individual shares.

The reverse share split will be implemented by redeeming from each shareholder an amount of shares that corresponds to the proportion of the redemption, i.e. 4/5. In other words, four (4) shares shall be redeemed for each five (5) shares. In the event that the amount of shares held by a shareholder is not divisible by five as of the date of the reverse share split, surplus shares that exceed the closest preceding amount divisible by five shall also be redeemed (rounding). The amount of shares shall be evaluated separately for each book-entry account.

The redemption will be implemented free of charge aside from the remuneration set out in Chapter 15, Section 9 of the LLCA that is payable based upon the rounding. The redemption will be implemented to this extent in the manner set out in the said Section in a proportion other than the ownership of the shareholders. The shares redeemed in connection with the reverse share split shall be cancelled. This shall not, however, apply to the surplus shares redeemed based upon the rounding, which shall be gathered together and sold. After the implementation of the reverse share split, the company shall without delay sell the surplus shares accruing to it because of the rounding in trading on a regulated market referred to in the Finnish Securities Markets Act on behalf of the aforementioned shareholders. The funds derived from the sale of the said shares will be paid to the shareholders in proportion to the differences obtained by subtracting the quantity of shares that would be redeemed from each shareholder in the absence of rounding from the quantity of shares actually redeemed from each shareholder. The funds shall bear interest for the period of time between the date of the redemption and the payment of the said funds at the applicable reference rate provided in Section 12 of the Finnish Interest Act.

The reverse share split shall be implemented on Friday, 1 November 2013, as of which date the rights to the funds received from surplus shares shall be determined. The redeemed shares shall be cancelled, and the amount of company shares that remain after the reverse share split shall be entered into the Trade Register on Friday, 1 November 2013. The results of the reverse share split and the related redemption shall become visible on the book-entry accounts of the shareholders and trading in the reverse-split shares shall begin on Monday, 4 November 2013 after the reverse share split has been implemented. The funds derived from the sale of the surplus shares are estimated to be paid to the shareholders at the latest on Tuesday, 12 November 2013 if all shares are sold by 4 November 2013 at the latest. Otherwise the share fractions shall be paid on the fourth (4th) banking day following the conclusion of the last transaction.

In addition, the Extraordinary General Meeting authorised the Board to amend the terms and conditions applied to the option rights and special rights issued by the company to reflect the reverse share split.

DECISION ON THE AUTHORISATION OF THE BOARD OF DIRECTORS

The Extraordinary General Meeting authorised the Board of Directors, according to the Board’s proposal, to decide on a paid share issue and on granting option rights and other special rights entitling to shares that are set out in Chapter 10, Section 1 of the LLCA or on the combination of all or some of the aforementioned instruments in one or more tranches on the following terms and conditions:

The number of new shares to be issued pursuant to the authorisation may not exceed altogether 120,000,000 shares.

The authorisation may be used to finance corporate acquisitions or other investments related to the operations of the company, to strengthen the company's balance sheet and financial position or for other purposes decided by the Board of Directors.

Within the limits of the authorisation, the Board of Directors may decide on all terms and conditions applied to the share issue and to the special rights entitling to shares.

The Board of Directors is entitled to decide on crediting the subscription price of the shares either to the company's share capital or, entirely or in part, to the reserve for invested unrestricted equity.

Shares as well as special rights entitling to shares may also be issued in a directed way that deviates from the pre-emptive rights of shareholders if a weighty financial reason laid out in the LLCA for this exists.

The authorisation will not supersede earlier share issue authorisations and will remain in force until the Annual General Meeting held in 2014.

DECISIONS OF THE MEETING OF THE BOARD OF DIRECTORS ON 30 OCTOBER 2013

The Board of Directors decided to cancel the 28,191,300 shares that it receives free of charge in connection with the reverse share split as well as to amend the terms and conditions applied to the option rights and special rights issued by the company to reflect the reverse share split.

NEW SUBSCRIPTION COMMITMENTS

Ixonos Plc ("Ixonos" or "Company") has announced on 8 October 2013 that it 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 authorization of the Extraordinary General Meeting. The intention is 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").

In addition to the prior announcement that Turret Oy Ab has given a subscription and underwriting commitment, the Chairman of the Company's Board of Directors Pertti Ervi and the Company’s CEO Esa Harju have also given a subscription commitment in full concerning the new shares that their holdings entitle them to subscribe for in the share issue.

IXONOS PLC

Board of Directors Esa Harju, President and CEO        For more information, please contact:

Ixonos Oyj

Esa Harju, President and CEO, tel. +358 40 844 3367, esa.harju@ixonos.com  

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NASDAQ OMX Helsinki

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