Helsinki, Finland, 2014-03-31 18:58 CEST (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 31 March 2014 at 20:00
Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.
THE BOARD OF DIRECTORS OF IXONOS PLC HAS DECIDED ON A DIRECTED ISSUE IN AN AMOUNT OF APPROXIMATELY EUR 1.83 MILLION AND ACCEPTED HOLDIX OY’S SHARE SUBSCRIPTION The Board of Directors of Ixonos Plc (“Ixonos” or “Company”) has decided to issue in a directed share issue (“Share Issue”) 15,255,177 new shares (“Shares”) to be subscribed for by Holdix Oy in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Annual General Meeting on 24 April 2013 and the Extraordinary General Meeting on 30 October 2013. The subscription price of the Shares in the Share Issue is EUR 0.12 per Share. The subscription price has been defined as the mean price weighted with the trading amounts of the last three (3) months rounded to the nearest cent. The funds derived from the Share Issue will be used to strengthen the balance sheet and financial standing of the group and the Company, so there are weighty financial reasons for the Share Issue and for deviating from the pre-emptive right of the shareholders as described in the Finnish Limited Liability Companies Act.
Holdix Oy subscribed for the Share Issue in full on 31 March 2014. The Board of Directors of the Company has accepted Holdix Oy’s share subscription. According to what was stated to the Company, the investment of Holdix Oy in the Company is meant to be a long-term investment.
The Shares issued and subscribed for in the Share Issue are equivalent to approximately 16.74 per cent of all of the Company’s shares and votes after the Share Issue.
The terms and conditions for the Share Issue are appended to this stock exchange release.
In Helsinki on 31 March 2014
IXONOS PLC
Board of Directors
For more information:
Esa Harju, President and CEO, tel. +358 40 844 3367, esa.harju@ixonos.com
Teppo Talvinko, CFO, tel. +358 40 7153 660, teppo.talvinko@ixonos.com
Distribution
NASDAQ OMX Helsinki
Main media
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The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.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 assumes 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.
TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of the Company has decided, on the authorisation of the Annual General Meeting on 24 April 2013, to issue 1,409,565 new shares (“Share Issue”) and, on the authorisation of the Extraordinary General Meeting on 30 October 2013, to issue 13,845,612 new shares, altogether 15,255,177 new shares (“Shares”) in accordance with these terms and conditions in a directed share issue in derogation from the pre-emptive subscription right of the shareholders. The funds derived from the Share Issue will be used to strengthen the balance sheet and financial standing of the group and the Company, so there are weighty financial reasons for the Share Issue and for deviating from the pre-emptive right of the shareholders as described in the Finnish Limited Liability Companies Act.
The Shares issued in the Share Issue are equivalent to approximately 20.11 per cent of all of the Company’s shares and votes before the Share Issue and approximately 16.74 per cent of all of the Company’s shares and votes after the Share Issue, provided that the Share Issue is subscribed for in full.
Subscription right
The Shares are offered to Holdix Oy for subscription.
Subscription price
The subscription price of the Shares in the Share Issue is EUR 0.12 per share (“Subscription Price”). The Subscription Price of the Share will be credited in full to the reserve for invested unrestricted equity. The Subscription Price has been defined as the mean price weighted with the trading amounts of the last three (3) months rounded to the nearest cent.
Subscription period
The shares will be subscribed for on 31 March 2014.
Subscription for shares and payment
The subscription shall be made in the attached subscription list of the minutes of the board meeting, kept in the head office of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland. The Subscription Price of the Shares subscribed in the Share Issue shall be paid to the Company’s bank account in full without undue delay in accordance with the instructions given by the Board of Directors.
The subscriptions are binding, and they cannot be changed or cancelled.
Shares as subject of trading
The Company shall without undue delay and on 16 May 2014 at the latest, unless otherwise caused by processing by the authorities, publish a prospectus related to the Share Issue (“Prospectus”) and apply for the Shares to be available for trading in the Helsinki Stock Exchange without delay after publishing the Prospectus.
Approving the subscriptions
The Board of Directors of the Company will approve all subscriptions made based on the subscription right and in accordance with these terms and conditions as well as in accordance with the laws and provisions governing share subscription.
Entry of new Shares in book-entry accounts
The Shares subscribed for in the Share Issue are entered in the subscriber’s book-entry account when the new Shares have been entered in the Trade Register, approximately on 4 April 2014.
Shareholder rights
The new Shares entitle to full dividends possibly distributed by the Company and to other distribution of assets and other productive rights of shareholders in the Company starting from when the new Shares have been entered in the Trade Register and entered in the shareholders’ register of the Company.
Information
The documents referred to in Chapter 5 Section 21 of the Finnish Limited Liability Companies Act are on view since the start of the Subscription Period in the Company’s head office at Hitsaajankatu 24, FI-00810 Helsinki, Finland.
Governing law and dispute resolution
The Share Issue and Shares shall be governed by Finnish law. Any possible disputes arising from the Share Issue will be resolved by a competent court in Finland.
Other matters
The Board of Directors of the Company shall decide upon other matters related to the Share Issue and practical measures arising thereof.
