Helsinki, Finland, 2015-01-16 19:00 CET (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 16 January 2015 at 20:00
Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.
IXONOS PREPARES STRENGTHENING ITS FUNDING AND BALANCE SHEET STRUCTURE
Ixonos Plc (“Ixonos” of “Company”) prepares strengthening its financial standing and balance sheet structure by an arrangement (“Arrangement”), which contains a plan on a directed share issue as well as a loan facility.
As part of the planned Arrangement, the Company would carry out a directed share issue in derogation from the pre-emptive subscription right of the shareholders (“Directed Share Issue”), where a maximum of 96 670 000 new shares would be offered for subscription by a company (“Subscriber”) jointly owned by the Company’s largest shareholders Turret Oy Ab (“Turret”) (approximately 27.8 per cent of the shares) and Holdix Oy Ab (“Holdix”) (approximately 18.3 per cent of the shares) pursuant to the authorisation granted by the Extraordinary General Meeting.
The purpose of the Directed Share Issue is to strengthen the position of the Company’s liquid assets and balance sheet as well as set off certain of the Company’s long-term and short-term loans. The funds received through the Directed Share Issue are to be used for, inter alia, paying the debts worth approximately EUR 2.43 million (incl. interest) to Turret. Arranging the Directed Share Issue requires, inter alia, a sufficient authorisation granted by the Extraordinary General Meeting to the Board of Directors for arranging the issuance of shares against payment. As a whole, the Arrangement will support the company’s financial standing in a situation in which the Company’s cash flow is expected to remain negative in the near future but enhance in the latter half of the year 2015.
The Subscriber has given the Company an underwriting under which the Subscriber will subscribe for shares issued in the Directed Share Issue (“Share”) worth altogether EUR 5.8 million for a price of EUR 0.06 per share. One of the requirements for the underwriting is that the Subscriber is entitled to pay the subscription price of the Shares it subscribes for in connection with the Directed Share Issue by setting off the receivables based on convertible capital loan that it has from Ixonos for a maximum of EUR 3.9 million.
In addition, the Subscriber has given the Company an underwriting under which the Subscriber will give Ixonos a collateral of EUR 4.0 million for the loans from financial institutions granted in connection with the Arrangement. No remuneration will be paid for the Subscriber’s underwriting. A remuneration of 3.5 per cent of the amount of the collateral per year will be paid for giving the collateral. The realisation of the Subscriber’s underwritings will, additionally, be subject to the fulfilment of certain customary terms.
The Directed Share Issue and other related planned arrangements would, if realised in full, lead to the Subscriber after the Arrangement owning approximately 71.8 per cent of the Company’s shares and votes after the Shares were entered into the Trade Register. This, in turn, would mean that the Subscriber would, under the Finnish Securities Markets Act, be obligated to launch a mandatory public takeover bid for the rest of the Company’s shares and the securities issued by the Company entitling to its shares.
The Board of Directors of the Company is expected to decide on the terms of the Directed Share Issue after the Extraordinary General Meeting has granted the Board of Directors sufficient authorisation to, among others, arrange the Directed Share Issue.
Concerning the Arrangement, Ixonos has agreed with its creditors on the restructuring of its funding based on liabilities. The creditors grant the loans of the Ixonos group taken out before the Arrangement (hereinafter collectively “Loan”) an exemption from amortisations for the period of 15/3/2015 – 31/12/2015 (“Exemption from Amortisations”) so that only 25 per cent of the capital of the Loan falling due during the Exemption from Amortisations will be paid, in deviation from what has been agreed previously. In addition, the original term of the Loan is changed so that the total term of the Loan will be extended until 31 December 2018. The original terms of payment and the instalments will be altered so that the instalments falling due 1/1/2016 – 31/12/2018 will be equal in size and they will be determined on the basis of the capital of the Loan that does not fall due as on 31 December 2015. The provisions concerning the interest and margin will remain as they are despite the Exemption from Amortisations, the extension of the term of the loan and changing the terms of payment and the instalments.
The aforementioned restructuring of the funding based on liabilities is subject to an equity-based share issue of at least EUR 5.8 million.
The planned measures will significantly enhance Ixonos’s equity ratio and position of liquid assets.
The notice of the General Meeting has been published today by a separate stock exchange release. The proposal concerning the authorisation related to the issue of the new shares as well as other information related to the General Meeting are available on the Company’s website www.ixonos.com .
IXONOS PLC
Board of Directors
For more information, please contact
Ixonos Plc, Esa Harju, CEO, tel. +358 40 844 3367, esa.harju@ixonos.com
Ixonos Plc, Mikael Nyberg, CFO, tel. +358 40 501 4401, mikael.nyberg@ixonos.com
Distribution:
NASDAQ OMX Helsinki
Main media
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.
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