Helsinki, Finland, 2014-04-30 08:26 CEST (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 30 April 2014 at 9:30
Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.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 DIRECTED ISSUES IN A MAXIMUM AMOUNT OF APPROXIMATELY EUR 1.82 MILLION The Board of Directors of Ixonos Plc (“Ixonos” or “Company”) has decided to issue in directed share issues (“Share Issue”) up to 15,200,000 new shares (“Shares”) in total to be subscribed for by Holdix Oy ( max 4 166 667 Shares), InfoSec Global (Schweiz) AG (max 4 166 667 Shares)and Turret Oy Ab (max 6 866 666 Shares) in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Annual General Meeting on 2 April 2014. The subscription price of the Shares in the Share Issues is EUR 0.12 per Share. The Subscription Price has been defined as the mean price weighted with the trading amounts of the period between 1 January 2014 and 28 April 2014 rounded up to the nearest cent. The funds derived from the Share Issue will be used to maintain and improve the solvency of the group, 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 Share Issue directed to be subscribed for by Turret Oy Ab is conditional in such a way, however, that Turret Oy Ab’s share and vote of ownership of the Company may at no stage exceed 29.95 per cent counted based on all of the Company’s shares and votes due to the subscriptions, also taking into account the Shares to be subscribed for by Holdix Oy and InfoSec Global (Schweiz) AG in the Share Issue and entered in the Trade Register in the previous share issues.
The Shares issued in the Share Issues in total are equivalent to approximately 16.68 per cent of all of the Company’s shares and votes before the Share Issues and approximately 14.30 per cent in total of all of the Company’s shares and votes after the Share Issues, provided that the Share Issues are subscribed for in full.
The terms and conditions for the Share Issues are appended to this stock exchange release.
In Helsinki on 30 April 2014
IXONOS PLC
Board of Directors
For more information, please contact:
Esa Harju, Managing Director, tel. +358 40 844 3367, esa.harju@ixonos.com
Teppo Talvinko, Finance Director, tel. +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 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.
Directed share issues and terms of share issues, 29 April, 2014
The Board of Directors of the Company has decided to issue in accordance with the terms and conditions in sections 1.-3. below in these terms in a directed share issue (hereinafter together “Share Issues” and separately “Share Issue”) up to 15 200 000 new shares (“Shares”) in total in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Annual General Meeting on 2 April 2014. The funds derived from the Share Issues will be used to maintain and improve the solvency of the group, 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 Issues are equivalent to approximately 16.68 per cent of all of the Company’s shares and votes before the Share Issues and approximately 14.30 per cent of all of the Company’s shares and votes after the Share Issues, provided that the Share Issues are subscribed for in full.
1. Directed share issue to Holdix Oy
The Board of Directors of the Company has decided to issue in accordance with the terms and conditions in this section 1. of these terms in a directed share issue (“Share Issue”) up to 4 166 667 new shares (“Shares”) in total to be subscribed for by Holdix Oy (which is considered as a “qualified investor”, in Finnish “kokenut sijoittaja”) in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Annual General Meeting on 2 April 2014. The funds derived from the Share Issue will be used to maintain and improve the solvency of the group, 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 4.57 per cent of all of the Company’s shares and votes before the Share Issues.
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 period between 1 January 2014 and 28 April 2014 rounded up to the nearest cent.
Subscription period
The shares shall be subscribed for by 5 May 2014 at the latest.
Subscription for Shares and payment
The subscription shall be made in the subscription list kept in the head office of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland. The Subscription Price of the Shares subscribed for 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, yet no later than by 5 May 2014.
The subscription is binding, and it cannot be altered or cancelled.
Admitting Shares to trading
The Company shall without undue delay and approximately on 16 May 2014 publish a prospectus related to the Share Issue (“Prospectus”), unless this is prevented by processing by authorities, and apply for admission to trading for the Shares in the Helsinki Stock Exchange without delay after publishing the Prospectus.
Accepting the subscriptions
The Board of Directors of the Company shall accept the subscription 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 13 May 2014, unless this is prevented by the processing by authorities.
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.
Note to investors and governing law and dispute resolution
The Shares may not directly or indirectly be offered, sold, resold, transferred or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United States or any other country where offering Shares would be illegal. Documents related to the Share Issue may not be delivered to persons in these countries. No actions have been taken to register the Shares or the Share Issue or to generally offer the Shares in other countries than Finland.
The Company’s shareholder or other investor are considered to have accepted the aforementioned limitations to the Share Issue and the Shares shall be governed by Finnish law. Any possible disputes arising from the Share Issue will be resolved in 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.
2. Directed share issue to InfoSec Global (Schweiz) AG
The Board of Directors of the Company has decided to issue in accordance with the terms and conditions in this section 2. of these terms in a directed share issue (“Share Issue”) up to 4 166 667 new shares (“Shares”) in total to be subscribed for by InfoSec Global (Schweiz) AG (which is considered as a “qualified investor”, in Finnish “kokenut sijoittaja”) in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Annual General Meeting on 2 April 2014. The funds derived from the Share Issue will be used to maintain and improve the solvency of the group, 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 4.57 per cent of all of the Company’s shares and votes before the Share Issues.
Subscription right
The Shares are offered to InfoSec Global (Schweiz) AG 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 period between 1 January 2014-28 April 2014 rounded up to the nearest cent.
Subscription period
The shares shall be subscribed for by 5 May 2014 at the latest.
Subscription for Shares and payment
The subscription shall be made in the subscription list kept in the head office of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland. The Subscription Price of the Shares subscribed for 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, yet no later than by 30 May 2014.
The subscriptions are binding, and they cannot be changed or cancelled.
Admitting Shares to trading
The Company shall approximately on 13 June 2014 publish a prospectus related to the Share Issue (“Prospectus”), unless otherwise caused by processing by authorities, and apply for admission to trading for the Shares in the Helsinki Stock Exchange without delay after publishing the Prospectus.
Approval and allocation of subscriptions
The Board of Directors of the Company shall accept 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 once the new Shares have been entered in the Trade Register, approximately on 4 June 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.
Note to investors and governing law and dispute resolution
The Shares may not directly or indirectly be offered, sold, resold, transferred or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United States or any other country where offering Shares would be illegal. Documents related to the Share Issue may not be delivered to persons in these countries. No actions have been taken to register the Shares or the Share Issue or to generally offer the Shares in other countries than Finland.
The Company’s shareholder or other investor are considered to have accepted the aforementioned limitations to the Share Issue and the Shares shall be governed by Finnish law. Any possible disputes arising from the Share Issue will be resolved in 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.
3. Directed shares issue to Turret Oy Ab
The Board of Directors of the Company has decided to issue in accordance with the terms and conditions in this section 3. of these terms in a directed share issue (“Share Issue”) up to 6 866 666 new shares (“Shares”) in total to be subscribed for by Turret Oy Ab (which considered as a “qualified investor”, in Finnish “kokenut sijoittaja”) in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Annual General Meeting on 2 April 2014. The funds derived from the Share Issue will be used to maintain and improve the solvency of the group, 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 7.54 per cent of all of the Company’s shares and votes before the Share Issues.
Subscription right
The Shares are offered to Turret Oy Ab for subscription in such a way, however, that Turret Oy Ab’s share and vote of ownership of the Company may at no stage exceed 29.95 per cent counted based on all of the Company’s shares and votes due to the subscriptions, also taking into account the Shares referred to in sections above 1. and 2. and subscribed for and entered in the Trade Register in the previous share issues.
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 period between 1 January 2014-28 April 2014 rounded up to the nearest cent.
Subscription period
The shares shall be subscribed for between 10 June 2014 and 17 June 2014. The time for subscription ends on 17 June 2014 at 4 p.m.
Subscription for Shares and payment
The subscription shall be made in the subscription list kept in the head office of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland. The Subscription Price of the Shares subscribed for in the Share Issue shall be paid to the Company’s bank account in full without undue delay in connection with the subscription in accordance with the instructions given by the Board of Directors. Turret Oy Ab is entitled to pay the subscription price in full or in part by absolving the Company of the payment of its receivables from the Company. The subscription price shall be paid on 18 June 2014 at the latest.
The subscription is binding, and it cannot be altered or cancelled.
Admitting Shares to trading
The Company shall apply for admission to trading for the Shares in the Helsinki Stock Exchange without delay after the Shares have been entered in the Trade Register.
Accepting the subscriptions
The Board of Directors of the Company shall accept the subscription 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 once the new Shares have been entered in the Trade Register, approximately on 23 June 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.
Note to investors and governing law and dispute resolution
The Shares may not directly or indirectly be offered, sold, resold, transferred or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United States or any other country where offering Shares would be illegal. Documents related to the Share Issue may not be delivered to persons in these countries. No actions have been taken to register the Shares or the Share Issue or to generally offer the Shares in other countries than Finland.
The Company’s shareholder or other investor are considered to have accepted the aforementioned limitations to the Share Issue and the Shares shall be governed by Finnish law. Any possible disputes arising from the Share Issue will be resolved in 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.
