Helsinki, Finland, 2013-12-10 11:45 CET (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 10 December 2013 at 12:45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
A total amount of 68,810,534 shares were subscribed for in Ixonos Oyj's (“Ixonos”) rights issue that ended on 3 December 2013 (the "Rights Issue"). A total of 62,459,562 shares were subscribed for with subscription rights representing approximately 80.6 per cent of the maximum amount of shares offered in the Rights Issue. A total of 6,350,972 shares were subscribed for in the secondary subscription without subscription rights, of which subscriptions for 2,212,970 shares were made by Turret Oy Ab based upon an underwriting commitment. The subscriptions amounted thus to approximately 88.8 per cent of the maximum amount of shares offered in the Rights Issue. The gross proceeds raised by Ixonos in the Rights Issue were EUR approximately 4.82 million. The Board of Directors of Ixonos has today approved all the above-mentioned share subscriptions.
Shares subscribed for in the primary subscription have been subject to public trading on NASDAQ OMX Helsinki Ltd. since 4 December 2013 as interim shares. All shares subscribed for in the Rights Issue will be registered in the Finnish Trade Register on or about 11 December 2013 after which the interim shares will be combined with Ixonos' existing class of shares. The new shares will be subject to public trading on NASDAQ OMX Helsinki Ltd. together with the other Ixonos shares starting on or about 12 December 2013.
Following the registration of the new shares in the Finnish Trade Register, the number of Ixonos' shares will amount to 75,858,359 shares. All shares subscribed for in the Rights Issue have been fully paid for.
The subscribed shares will entitle their holders to full dividend and other distribution of funds declared by Ixonos, if any, and to other shareholder rights in Ixonos after the new shares have been registered with the Finnish Trade Register and in Ixonos’ shareholder register, on or about 11 December 2013.
Pohjola Corporate Finance Ltd is the lead manager of the Rights Issue.
In order to ensure the equal treatment of shareholders and the 2011 stock option holders and taking into account the adjustment made on 30 October 2013 following the consolidation of the company's shares, the Board of Directors of Ixonos has due to the Rights Offering adjusted the subscription ratio and the subscription price of the 2011 stock options in accordance with the terms and conditions of the 2011 stock options. As regards stock options IV/A, the subscription ratio shall be amended to 5.022 and the subscription price shall be amended to EUR 0.291 per share. As regards stock options IV/C, the subscription ratio shall be amended to 5.022 and the subscription price shall be amended to EUR 0.208 per share.
The total amount of shares is rounded down to full shares in connection with subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent. Due to the above adjustments concerning stock options IV/A, the adjusted maximum total number of shares to be subscribed for based on the 2011 stock options shall be 3,013,313.
The foregoing amendments to the terms and conditions of the 2011 stock options due to the rights offering will be in force as of the registration of the adjusted maximum total number of shares to be subscribed for based on the 2011 stock options with the Trade Register on or about 11 December 2013.
Helsinki, 10 December 2013
IXONOS OYJ
The Board of Directors
Additional Information
Esa Harju, CEO and President, tel. +358 40 844 3367, esa.harju@ixonos.com
Teppo Talvinko, CFO, puh. +358 40 7153 660, teppo.talvinko@ixonos.com
Distribution
NASDAQ OMX Helsinki Ltd
www.ixonos.com
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.
