Incap Corporation
Stock Exchange Release, 14 April 2010 at 8.30 a.m.
INCAP CORPORATION'S ANNUAL GENERAL MEETING DECIDED ON A DIRECTED SHARE ISSUE
The Annual General Meeting of Incap Corporation held on 13 April 2010 decided
that the share capital will be increased with a directed issue as proposed by
the Board of Directors as follows:
Increase of share capital and the number of new shares
The company's share capital will be increased by issuing a maximum of 2,000,000
new shares. The number of new shares represents approximately 16.4% of the
company's all shares prior to the share issue.
Right to subscribe new shares
The new shares will be issued, waiving the shareholders' pre-emptive rights, by
offering subscription right to the Board of Directors, the President and CEO and
the members of the management team as well as to those of existing shareholders
who hold in the shareholder register at Euroclear Finland Ltd. at least 100,000
shares on 13 April 2010 when the subscription period starts.
The Board of Directors, the President and CEO and the members of the management
team have altogether a right to subscribe for 300,000 new shares and they shall
use the subscription right by 20 April 2010 at the latest, after which unused
subscription rights can be used by the above-mentioned major shareholders.
The Board of Directors shall decide on the division of subscription rights to
the members of the management team and the President and CEO.
Weighty economic reason
There is a weighty economic reason to deviate from the shareholders' pre-emptive
subscription right, because the directed share issue is meant for:
* being a part of commitment system for the President and CEO and the
management team
* strengthening the financing structure of the company with a quick and
affordable arrangement
* financing the development of company's business operations
Subscription price
The subscription price to be paid to the company for each share is EUR 0.64,
which is the volume-weighted average price of the company's share in March 2010
in the Helsinki Exchanges. Payable amount will be registered in full in the
reserve of invested unrestricted equity.
The average share price in March 2010 in the Helsinki Exchanges is a market
price, and therefore the subscription price does not offend the equality of
shareholders.
Subscription period
Subscription period is 13-27 April 2010. However, the subscription period for
the Board members, President and CEO and the management team ends on 20 April
2010.
Payment of the shares
The subscription price for each share shall be paid in full to the company on
30 April 2010 at the latest.
Registration of subscriptions
The company has authorised Nordea Bank Finland Plc to accept subscriptions in
their banks and Nordea private Banking units during their normal opening hours.
Rights of the new shares
New shares are entitled to dividend as from the date of the registration of the
share capital increase.
Other issues relating to the increase of share capital
The Board of Directors is authorised to decide on the division of subscription
rights among the subscribers in case of eventual oversubscription of shares as
well as on any other issues relating to the increase of share capital.
The company aims at entering the share capital increase to the trade register as
soon as possible after the acceptance of the subscriptions. The application for
taking the new shares into a public trading at the Helsinki Exchanges is
estimated to be made by mid June at the latest, and the company is publishing a
prospectus for this purpose.
INCAP CORPORATION
Sami Mykkänen
President and CEO
Further information:
Sami Mykkänen, President and CEO, Tel. +358 40 559 9047
Eeva Vaajoensuu, CFO, Tel. +358 40 763 6570
Hannele Pöllä, Director, Communications and HR, Tel. +358 40 504 8296
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.incap.fi
INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose
comprehensive services cover the entire life-cycle of electromechanical products
from design and manufacture to maintenance services. Incap's customers include
leading equipment suppliers in energy efficiency and well-being technologies,
for which the company produces competitiveness as a strategic partner. Incap has
operations in Finland, Estonia and India. The Group's revenue in 2009 amounted
to EUR 70 million and the company currently employs approximately 780 people.
Incap's share is listed on the NASDAQ OMX Helsinki. Additional information:
www.incap.fi.
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