IXONOS PLC STOCK EXCHANGE RELEASE 8 MAY 2008 at 5.05 pm
PAYMENT OF SECOND AND THIRD ADDITIONAL ACQUISITION PRICE INSTALLMENTS FOR THE
SHARE CAPITAL OF SERVICE 4 MOBILE OY - A DIRECTED SHARE ISSUE
By a contract signed on 19 June 2006, Ixonos Plc acquired the entire share
capital of Service 4 Mobile Oy (now Ixonos Project Management Services Ltd), a
company specializing in project management services. In accordance with the
terms of the share acquisition contract, the final acquisition price was tied to
the development of the turnover and result of Ixonos Project Management Services
Ltd during 2006 and 2007.
In accordance with the terms of the share acquisition contract, the second and
third additional acquisition prices, based on the turnover and result of Ixonos
Project Management Services Ltd in 2007, amounted to EUR 941,065.18. The
additional acquisition prices were agreed to be paid partly in cash, and partly
with new Ixonos Plc shares. To pay the share consideration, and based on the
authorization of the Annual General Meeting of 3 April 2008, the Board of
Directors of Ixonos Plc has decided on a share issue, where 126,255 new Ixonos
Plc shares are directed at the former main owner and present Chief Executive
Officer of Ixonos Project Management Services Ltd, for a share subscription
price of EUR 4.83 per share, and under the conditions of Appendix 1. The share
subscription price is based on the terms of the share acquisition contract, and
corresponds to the trade volume weighted average price of the Ixonos Plc share
on the Helsinki Stock Exchange during 1 January - 31 March 2008.
Public trading of the new shares, on the Helsinki Stock Exchange, in the same
share class as the Company's presently traded shares, will be applied for; this
is estimated to take place by 31 May 2008. Of the total number of shares paid as
an additional acquisition price, 63,128 shares will be subject to a transfer
restriction ending on 1 January 2009.
Ixonos Plc operates in the information and communication technology service
markets producing customer specific technology consulting, project management
and software production services for advancing competitiveness and risk
management. Ixonos´s clientele comprises leading mobile and smartphone
manufacturers, mobile network suppliers and telecom operators operating on the
global markets as well as Finnish finance, industrial and service companies and
public administration organizations.
IXONOS PLC
Kari Happonen
President and CEO
FURTHER INFORMATION IS AVAILABLE FROM:
Ixonos Plc
Timo Leinonen, Vice President and CFO
tel. +358 424 2231, mobile +358 400 793 073, timo.leinonen@ixonos.com
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Main media
APPENDIX 1
TERMS OF SHARE ISSUE
New shares
Ixonos Plc (“the Company”) offers a total number of 126,255 new Company shares
for subscription. The new shares to be issued correspond to approximately 1.4%
of the Company's registered shares and of the votes conferred by them on the
closing day of the share issue.
Subscription right
The new shares will be offered to Timo Kaisla for subscription. The
shareholders' pre-emptive right will be deviated from, because the second and
third additional acquisition prices, pertaining to the share capital of Ixonos
Project Management Services Ltd, will partly be paid in new Company shares. The
aim is also to increase the subscription right holder's commitment and incentive
to boost the Company's shareholder value. Thus, the Board of Directors considers
that there are weighty financial grounds for the Company to deviate from the
shareholders' pre-emptive right.
Subscription period
The share subscription period begins on 28 April 2008, and ends on 30 April
2008. The Board of Directors has the right to discontinue the subscription
period once all shares have been subscribed.
Subscription price and entering the price
The share subscription price of the issue is based on the terms of the share
acquisition contract, and is therefore EUR 4.83. The subscription price
corresponds to the trade volume weighted average price of the Company's share on
the Helsinki Stock Exchange during 1 January - 31 March 2008. Of the
subscription price, EUR 0.04 per share will be added to the share capital; the
remainder will be entered into the fund of invested non-restricted equity.
Payment of the subscription price
The subscription right holder has the right and obligation to pay the new shares
he has subscribed, by deducting from his receivables of the second and third
additional acquisition prices a sum corresponding to the subscription price. The
abovementioned second and third additional acquisition prices, and their
amounts, are based on the terms of the share acquisition contract, between the
Company and the holder of the subscription right, pertaining to the share
capital of Ixonos Project Management Services Ltd. In accordance with the above,
the shares have to be paid before the end of the subscription period.
Subscription of shares, approval of subscriptions, and cancellation of the share
issue
The subscription of shares is registered on a separate subscription list. The
subscription is binding.
The Company's Board of Directors decides on the approval or rejection of the
subscriptions.
The Board of Directors has the right to decide on completely or partly
cancelling the share issue.
Registering the shares and applying for the shares to be subject to trade at the
Helsinki Stock Exchange
Registered and fully paid shares are registered in the Company's share register
once the increase of shareholders' equity and the new shares have been
registered in the Trade Register. Public trading of the new shares, in the same
share class as the Company's old shares, will be applied for; this is estimated
to take place by 31 May 2008.
Shareholders' rights
The shares entitle their holder to dividend and other shareholders' rights from
the registration of the new shares.
Other matters
The Board of Directors decides on other matters related to the share issue.
PAYMENT OF SECOND AND THIRD ADDITIONAL ACQUISITION PRICE INSTALLMENTS FOR THE
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