CENCORP CORPORATION STOCK EXCHANGE RELEASE 22.12.2008
DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF CENCORP CORPORATION
Following decisions were made in the extraordinary general meeting of Cencorp
Corporation on December 22, 2008.
1. SHARE ISSUES
Directed share issue to Sampo Bank plc
According to the proposal of the Board of Directors general meeting decided
upon an issue of new shares against consideration where the shares are offered,
deviating from the shareholders' pre-emptive right of subscription, for
subscription to Sampo Bank plc (hereinafter referred to as the “SP-issue”). The
subscription rights are not transferable. In the event that not all of the
shares offered are subscribed, no other shareholder or any third party has a
secondary subscription right to the shares.
No more than 44,594,041 new shares are offered for subscription in the SP-issue
for a subscription price of 0.08 Euros per share. The subscription price in the
SP-issue can be paid by setting of Sampo Bank plc's 3,567,523.28 Euro senior
loan receivable from the company. The subscription price is based upon agreement
with Sampo Bank plc, having regard, inter alia, to the fact that when the issue
is finalised a substantial part of the company's debts would be converted into
equity and thus improve the capital structure of the company, and to the fact
that Sampo Bank plc simultaneously would undertake to amend the terms its
remaining loan receivables to be more favourable to the company.
The Board of Directors is authorised to decide on the detailed subscription
period of the SP-issue. The subscription period of the SP-issue begins on a date
set by the Board of Directors after the Extra General Meeting and ends on a date
set by the Board of Directors, however being no later than nine (9) months from
the date of the Extra General Meeting.
The basis for the share issue is the strengthening of the capital structure of
the company and securing the general preconditions of operation. Hence the
deviation from the pre-emptive right of subscription has a weighty financial
reason for the company. The Board of Directors shall decide on all other aspects
relating to the SP-issue. Sampo Bank plc has given a subscription undertaking
whereby it undertakes to subscribe the shares offered to it in the SP-issue
against the 3,567,523.28 Euro senior loan receivable it has against the company.
The subscription undertaking is valid provided certain preconditions are met,
including certain resolutions by the Board of Directors.
Share issue to the shareholders
According to the proposal of the Board of Directors general meeting decided
upon an issue of new shares against consideration, where the shares are offered
for subscription to the company's shareholders pro rata to their previous
shareholding in the company (below the “Pre-emptive issue”). In addition those
shareholders who have used their pre-emptive right to subscribe for new shares
in the Pre-emptive issue are entitled to subscribe to shares that have not been
subscribed for based on the primary pre-emptive subscription rights (i.e. a
secondary subscription right). In the Pre-emptive issue no more than 87,500,000
new shares would be offered for subscription.
The Board of Directors is authorised to resolve in more detail on the maximum
amount of new shares offered for subscription, however, so that the maximum
amount of new shares to be offered within the pre-emptive rights issue shall be
at least 38,750,000 new shares and at most 87,500,000 new shares. The
subscription price is 0.08 Euros per share. The maximum amount of new capital
that may be raised in the Pre-emptive issue would hence be no less than
3,100,000 Euros and no more than 7,000,000 Euros.
The Board of Directors is authorised to decide on the detailed subscription
period of the Pre-emptive issue. The subscription period of the Pre-emptive
issue begins on a date set by the Board of Directors after the Extra General
Meeting and ends on a date set by the Board of Directors, however being no later
than nine (9) months from the date of the Extra General Meeting. The
subscription period begins after the registration of the new shares issued in
the SP-issue, enabling the shares subscribed to in the SP-issue to take part in
the Pre-emptive issue.
The Board of Directors shall decide on all other aspects relating to the
Pre-emptive issue. Savcor Group Ltd Oy undertaken to ensure that new shares for
a value of at least 1.6 million Euros are subscribed for in the Pre-emptive
issue. The subscription undertaking is valid provided certain preconditions are
met, including certain resolutions by the Board of Directors.
Directed share issue to members of the Board of Directors
According to the proposal of the Board of Directors general meeting decided
upon an issue of new shares against consideration, where the shares are offered,
deviating from the shareholders' pre-emptive right of subscription, for
subscription to the new board members to be elected by the Extra General Meeting
(hereinafter referred to as the “Incentive-issue”). The subscription rights are
not transferable. In the event that not all of the shares offered are
subscribed, no other shareholder or any third party has a secondary subscription
right to the shares.
No more than 5,000,000 new shares are offered for subscription in the
Incentive-issue for a subscription price of 0.09 Euros per share. The
subscription price is set to offer an incentive for the board members and
increase their commitment to the company.
The Board of Directors is authorised to decide on the detailed subscription
period of the Incentive-issue. The subscription period of the Incentive-issue
begins on a date set by the Board of Directors after the Extra General Meeting
and ends on a date set by the Board of Directors, however being no later than
nine (9) months from the date of the Extra General Meeting. The subscription
period begins simultaneously with the Pre-emptive issue in such manner that
shares subscribed for in the Pre-emptive issue cannot participate in the
Incentive-issue.
The basis for the share issue is the creation of a share based incentive scheme
with a committing effect for the members of the Board of Directors. Hence the
deviation from the pre-emptive right of subscription has a weighty financial
reason for the company. The Board of Directors shall decide on all other aspects
relating to the SP-issue.
Mr. Hannu Timmerbacka and Mr Matti Paasila have undertaken to subscribe to
shares offered in the Incentive-issue for a value of 450,000 Euros.
The subscription undertaking is valid provided certain preconditions are met,
including certain resolutions by the Board of Directors.
By the share issues referred to above it is not the intention to amend any of
the existing, earlier decided authorisations.
2. AMENDING THE ARTICLES OF ASSOCIATION
According to the proposal of the Board of Directors, general meeting decided to
amend the Articles of Association of the company and remove the redemption right
clause 12 of the Articles of Association.
3. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS
General meeting decided to elect three members to the Board of Directors. Mr.
Hannu Timmerbacka, Mr. Matti Paasila and Mr. Markku Jokela were elected as board
members.
In Lohja, December 22, 2008
Cencorp Corporation
BOARD OF DIRECTORS
Further information:
Ville Parpola
Vice President, Legal Affairs
Tel. +358 407726484
Cencorp develops and supplies automation solutions to the electronics and
semiconductor industry that enhance productivity.
Distribution:
NASDAQ OMX Helsinki
Main media
www.cencorp.com