CENCORP CORPORATION STOCK EXCHANGE RELEASE April 11, 2014 at 12:30 Finnish time
CENCORP CORPORATION COMMITS ITS MANAGEMENT –COMPANY HAS RESOLVED ON THE DIRECTED SHARE ISSUE FOR THE FEE FOR CERTAIN DIRECTORS AND EMPLOYEES AND FORMED MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY
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 30, 2012 to issue directly in total maximum of 10.653.120 new Company shares for a fee to the members of the Company's Management Team, except for the President and CEO Iikka Savisalo, and to the Company employees Marc Van Dongen and Jose Basso and for a former member of the Board of Directors Ismo Rautiainen. The President and CEO Iikka Savisalo owns through companies Savcor Group Oy and SCI Invest Oy 353.461.787 shares of Cencorp and this being is committed already through his ownerships to the Company.
The subscription price for the shares in the share issue is 0,025 euro per share and the total amount of the directed share issue is thus 266.328 euro.
The directed share issue is executed by deviating from the shareholders' pre-emptive subscription right. The ground for the directed share issue with respect to the members of the Management Team and employees of the Company is committing persons to the Company and for the former member of the Board of Directors the non-disputed receivables from the Company which he has consisting of matured remuneration fees relating to the board membership between the years 2011 and 2013. Consequently, the Company has a weighty financial reason for deviating from the shareholders’ pre-emptive subscription right.
The subscription period is from April 11, 2014 to April 24, 2014. The payment of the share subscriptions shall take place to the Company's bank account referred to in the subscription lists or by setting-off the non-disputed receivables corresponding the subscription amounts which the subscribers have from the Company by the end of the subscription period.
In the event all offered shares are subscribed and approved the amount of the shares in the Company shall increase from 854.312.315 shares to 864.965.435 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. For the listing of the new shares, the Company will separately publish a supplement to the Registration Document dated December 9, 2013 as well as a Summary and a Securities Note prior to the listing of the new shares.
The terms and conditions for the directed share issue are as a whole attached as appendix 1 to this stock exchange release.
In Mikkeli, April 11, 2014
CENCORP CORPORATION
For more information:
Iikka Savisalo
President and CEO
Cencorp Oyj
Tel. +358 40 521 6082,
Email: iikka.sav isalo@cencorp.com
Distribution:
NASDAQ OMX, Helsinki
Main media
Cencorp Corporation is a leading provider of industrial automation solutions. The equipment in the product portfolio include, automated applications of odd-form assembly and depaneling for the electronic boards, testing equipment and advanced materials processing by laser. All Cencorp's offering improves the efficiency of the customers' production. Cencorp has clean technology, especially photovoltaic (PV) solutions as its other business segment. Cencorp now offers its automated manufacturing technology of the PV modules, manufactures and sells photovoltaic modules, based on Cencorp´s own technology as well as key components of photovoltaic modules. 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 Terms and conditions of the Directed Share Issue
TERMS AND CONDITINS OF THE DIRECTED SHARE ISSUE 1/2014
The Board of Directors of Cencorp Corporation (hereinafter the ”Company”) resolves to offer for subscription of members of the Company's Management Team (except for the President and CEO) Company employees Marc Van Dongen and Jose Basso and a former member of the Board of Directors in total 10.653.120 new shares of the Company for a fee pursuant to the authorization granted to the Board of Directors by the Extraordinary General Meeting of the Company held on 30 January 2012 in accordance with the following terms and conditions:
1.By deviating from the pre-emptive subscription right of the shareholders the following parties are offered to subscribe in maximum new shares of the Company as follows:
-Jari Ketoluoto 580.000 new shares,
-Petri Kivelä 580.000 new shares,
-Seija Kurki 580.000 new shares,
-Sami Lindfors 580.000 new shares,
-Jose Basso 580.000 new shares,
-Henrikki Pantsar 1.184.200 new shares,
-Ismo Rautiainen 2.149.840 new shares and
-Marc Van Dongen 4.419.080 new shares
In total 10.653.120 new shares of the Company
2. The total amount of the directed share issue is in maximum 266.328 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 with respect to the members of the Management Team and employees of the Company is committing persons to the Company and for the former member of the Board of Directors the non-disputed receivables from the Company which he has consisting of matured remuneration fees relating to the board membership between the years 2011 and 2013. Consequently, the Company has a weighty financial reason for deviating from the shareholders’ pre-emptive subscription rights.
4.The subscription price shall be 0,025 euro per share. The subscription price is based on the stock price of Company’s share and recent development of volume-weighted middle price of Company’s shares. The subscription price shall be recorded entirely to the Company’s invested free equity fund.
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.
6.The shares shall be subscribed within the subscription period of April 11, 2014 and April 24, 2014 in the subscription lists to be provided separately for all the persons being entitled for subscriptions which shall be returned to the Company latest on April 24, 2014. The Board of Directors is entitled to resolve on the extension to the subscription period.
7.The payment of the share subscriptions shall take place to the Company's bank account referred to in the subscription lists or by setting-off the non-disputed receivables which the subscribers have from the Company by the end of the subscription period. The Board of Directors is entitled to resolve on the extension to the payment period for subscriptions.
8.The Board of Directors shall resolve on the acceptance of the share subscriptions.
9. The Board of Directors shall take care of 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 has taken place.
10.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.
11.The number of Company's shares immediately prior to the directed share issue is 854,312,315. The number of Company's shares immediately after execution of the directed share issue is 864,965,435 provided that all the offered Company's new shares are subscribed within the share issue. The share capital shall not be increased in connection with the share issue.
12.The Board of Directors shall resolve on all other issues related to the directed share issue.
