CENCORP CORPORATION STOCK EXCHANGE RELEASE November 28, 2013 at 14.15 Finnish time
CENCORP CORPORATION HAS RESOLVED ON THE DIRECTED SHARE ISSUE TO SUNWEB SOLAR ENERGY HOLDING B.V.
The Board of Directors of Cencorp Corporation (the ”Company”) has today resolved pursuant to the authorization granted to it by the extraordinary general meeting of the Company held on January 31, 2012 to issue directly in total 4.000.000 new Company shares to Sunweb Solar Energy Holding B.V.
The subscription price for the shares in the share issue was 0.12 euro per share and the total amount of the directed share issue was thus 480.000 (four hundred eighty thousand) euro which paid as a contribution in kind consisting of photovoltaic module business acquired from Sunweb Solar Energy Holding B.V.
The directed share issue was executed by deviating from the shareholders' pre-emptive subscription right. The ground for the directed share issue was the acquisition of photovoltaic module business disclosed on January 29, 2013 pursuant to the strategy of the Company from Sunweb Solar Energy Holding B.V. in which the purchase price has been agreed, pursuant to the Assets Purchase Agreement, to be paid partly by issuing a directed share issue of 4.000.000 (four million) shares to Sunweb Solar Energy Holding B.V. The purchase of the photovoltaic module business consisted of the business and related pilot production line, the Sunweb trademark as well as the patents and other intellectual property rights relating to the business. Consequently, the Company has a weighty financial reason for deviating from the shareholders’ pre-emptive subscription right.
Sunweb Solar Energy Holding B.V. has subscribed the shares immediately in connection with the meeting of the Board of Directors. Due to the subscriptions made, the amount of the shares in the Company shall increase from 342.161.270 shares to 346.161.270 shares once the new shares have been registered with the Trade Register.
The Company aims to apply for listing of the new shares at the official list of NASDAQ OMX Helsinki Ltd together with the shares already issued and listed so that the new shares shall be subject to trading on or about December 4, 2013.
The terms and conditions for the directed share issue are as a whole attached as appendices 1 to this stock exchange release.
In Mikkeli, November 28, 2013
CENCORP CORPORATION
For more information:
Iikka Savisalo President and CEO Cencorp Oyj
Tel. +358 40 521 6082,
Email: iikka.savisalo@cencorp.com
Distribution:
NASDAQ OMX, Helsinki Main media www.cencorp.com
Cencorp Corporation is a leading provider of industrial automation solutions. The equipment included in the product portfolio designed for depaneling, odd-form assembly, testing and laser materials processing substantially improves the efficiency of customers' production. Cencorp has selected clean technology as its other business segment, especially photovoltaic solutions. Cencorp manufactures and sells photovoltaic modules, based on Cencorp´s own technology, key components of photovoltaic modules as well as their manufacturing technology. The product range also includes EMI shielding solutions, RFID antennas, other flexible circuits including for example conductive back sheets used in photovoltaic modules and mobile phone antennas. Cencorp's head office is located in Mikkeli, Finland. The company is part of the Finnish Savcor Group.
APPENDIX 1 Directed share issue to Sunweb Solar Energy Holding B.V.
TERMS AND CONDITIONS OF THE SHARE ISSUE DIRECTED TO SUNWEB SOLAR ENERGY HOLDING B.V. BY CENCORP CORPORATION ON NOVEMBER 28, 2013
The Board of Directors of Cencorp Corporation (hereinafter the ”Company”) resolves to offer for subscription of Sunweb Solar Energy Holding B.V. (”Sunweb Solar”) in total 4,000,000 (four million) new shares of the Company pursuant to the authorization granted to the Board of Directors by the Extraordinary General Meeting of the Company held on 31 January 2012 in accordance with the following terms and conditions:
1.By deviating from the pre-emptive subscription right of the shareholders Sunweb Solar is offered to subscribe in total 4,000,000 (four million) new shares of the Company.
2.The total amount of the directed share issue is 480,000 (four hundred eighty thousand) euro.
3.The share issue is implemented by deviating from the pre-emptive subscription right of the shareholders. The ground for the directed share issue is the Company's acquisition of photovoltaic module business from Sunweb Solar disclosed and executed on 29 January 2013 pursuant to the strategy of the Company and in which the purchase price has been agreed to be paid partly by issuing a share issue of 4,000,000 (four million) shares to Sunweb Solar. The purchase of the photovoltaic module business consists of the business and related pilot production line, the Sunweb trademark as well as the patents and other intellectual property rights relating to the business. Consequently, the Company has a weighty financial reason for deviating from the shareholders’ pre-emptive subscription right.
4. The subscription price shall be 0.12 euro per share. The subscription price is based on valuation agreed by the parties in assets purchase agreement. The subscription price is based on the stock price of Company’s share and development of volume-weighted middle price of Company’s shares before signing of the assets purchase agreement as well as an important transaction for Company’s future from Company’s own perspective being in line with the Company's new strategy disclosed in spring 2012 in the form of photovoltaic module business acquisition defined above.
5.The subscription right is not transferable. In the event not all the offered shares are subscribed other shareholders or third parties have no secondary subscription right. Sunweb Solar has committed in the asset purchase agreement entered into with the Company not to sell the shares subscribed by it within this share issue prior to December 31, 2013.
6.The shares shall be subscribed in the subscription list attached to these terms and conditions as Appendix A. The subscription period shall commence on November 28, 2013 at 8:15 a.m. Finnish time and shall end on November 28, 2013 at 4:00 p.m. Finnish time.
7.The subscription price shall be recorded entirely to the Company’s invested free equity fund.
8.The payment of the share subscriptions shall take place pursuant to the terms and conditions of the sale and purchase agreement entered into between the Company and Sunweb Solar against the transfer of the items referred to in the Appendix B as contribution in kind and shall be signed for after the subscription has been made.
9.The condition for acceptance of the share subscriptions made in the share issue is the sufficient certainty that the Company will receive from its auditor the statement regarding the sufficiency and principles of valuation of the contribution in kind property i.e. the statement referred to in Sub-section 4 of Section 14 of the Chapter 9 of the Finnish Companies Act on the so called contribution in kind account referred to in Sub-section 2 of Section 12 of the Chapter 9 of the Finnish Companies Act.
10.The Board of Directors shall carry out the entries of the shares to the Trade Register without undue delay after the decision of the Board of Directors on the acceptance of the share subscriptions.
11.After the shares offered in the share issue have been entered in the Trade Register, they will confer the same rights as other shares in the Company and they will entitle to all dividends that will be paid in the future. Each share entitles to one vote in the General Meeting.
12.The number of Company's shares immediately prior to the directed share issue is 342,161,270. The number of Company's shares immediately after execution of the directed share issue is 346,161,270 provided that all the offered Company's new shares are subscribed. The share capital shall not be increased in connection with the share issue.
13.The Board of Directors shall resolve on all other issues related to the directed share issue.
In the event of discrepancies, the Finnish language version shall prevail.
