Cencorp Corporation Stock Exchange Realease 3 December 2012 at 15.05 Finnish time
CENCORP’S CONVERTIBLE BOND HAS BEEN SUBCRIBED - CENCORP AGREED WITH SAMPO PANKKI OYJ ON AMENDMENT OF FINANCING FACILITIES AND WITH SAVCOR GROUP OY AND SAVCOR INVEST BV ON TRANSFERRING THE LOAN MATURITY DATES
Cencorp’s convertible bond of 1,500,000 Euros, issued on 21 August 2012, has been fully subscribed. Half of the bond was subscribed by SCI Invest Oy, a company to be established, and the other half was subscribed by Savcor Group Oy. SCI Invest Oy is a company under control of Iikka Savisalo, Cencorp’s CEO. Another owner in SCI Invest Oy is Tuukka Savisalo, who is responsible for photovoltaic module development at Cencorp. The convertible bond was issued to strengthen Cencorp’s capital structure. The loan is a capital loan. Simultaneously the company issues against the subscription of the convertible bond of 1,500,000 Euros, 21.428.571 stock options for free. One (1) stock option is issued per each subscribed loan capital amount of EUR 0.07. Loan period has started as of the payment of a loan to the company on 3 December 2012 and ends on 7 September 2014 when the convertible bond will be due in its entirety pursuant to the loan terms. The shareholders' pre-emptive subscription rights are being deviated from as the stock options are issued to secure financing required to strengthen Cencorp's capital structure cost effectively and considering the size of the financing. Thus, there is, from the company's point of view, a weighty financial reason to issue the stock options. An annual interest of eight (8) % will be paid on the convertible bond from the withdrawal of the bond. A holder of the bond has a right to subscribe an amount of shares, equivalent to the bondholders shareholding percentage at the time, in Cencorp's possible future share issues with subscription period ending latest by 7 September 2014, at a subscription price that is 10 % lower than the subscription price in the share issue in question. The holder of the bond is entitled to converse the promissory note into the shares of the Company. One (1) stock option pursuant to the promissory note entitles the bond holder to subscribe for one (1) new share of the company. Based on the subscriptions made pursuant to the stock options, the Company shall issue in maximum of 21.428.571 new company shares. The Company has one (1) class of shares.
The terms of the convertible bond are, without the technical appendices, attached to this release as Attachment 1.
Cencorp has had financing facility agreement amounting totally to EUR four million with Sampo Pankki Oyj. The agreement's due date was 30 November 2012. Cencorp has agreed with Sampo Pankki Oyj on extending the financing facility agreement until the end of June 2013.
In October 2012, Savcor Group Oy and Cencorp agreed on extending the maturity date of a loan of some EUR 1.2 million, granted to Cencorp by Savcor Group Oy in 2009 and converted into a convertible bond on 25 May 2010, until the end of November 2012. Cencorp has agreed with Savcor Group Oy on extending the loan period until the end of June 2013.
Cencorp has a loan of EUR one million from Savcor Invest BV (former AC Invest BV), a daughter company of Savcor Group Oy. In October 2012 the loan period was extended until 30 November 2012. The companies have agreed on extending the loan period until the end of June 2013.
Subscription of the convertible bond and the amendment of the financing agreements have a positive effect in Cencorp’s financing position. However, the ongoing transition from a company manufacturing only production automation applications and special components into a company that develops and provides Cleantech applications requires major investments. The investments include e.g. transactions with Avery Dennison and Sunweb Solar BV regarding photovoltaic solar module business, on which Cencorp has signed Memorandums of Understanding.
According to available estimates, the company's financing position continues to be tight. In addition to the above mentioned financing actions Cencorp has started preparing a share issue as announced on 21 August 2012. The target of the share issue is to collect capital to realize the photovoltaic business plan. The share issue is expected to be carried out in 2013. Previously the company estimated the share issue to be realized by the end of 2012. Cencorp will make a separate announcement on the terms and schedule of the share issue. Cencorp is also negotiating financing arrangements with other financiers to materialize the company's business plan and the two Memorandums of Understanding published earlier.
In Mikkeli, 3 December 2012
Cencorp Corporation
Board of Directors
For more information, please contact:
Iikka Savisalo, President and CEO, tel. +358 40 521 6082, iikka.savisalo@cencorp.com
Distribution:
NASDAQ OMX, Helsinki
Main media
www.cencorp.com
Cencorp Corporation is a leading provider of industrial automation solutions.
The equipment included in the product portfolio designed for depaneling,
odd-form assembly, testing and laser materials processing substantially
improves the efficiency of customers' production. The product range also
includes EMI shielding solutions, RFID antennas, other flexible circuits including for example conductive back sheets used in photovoltaic modules and mobile phone antennas. Cencorp's customers are manufacturers of automotive electronics, mobile phone antennas and photovoltaic modules as well as manufacturers operating in telecommunications and in industrial automation. Cencorp's head office is located in Mikkeli, Finland. The company is part of the Finnish Savcor Group.
Attachment 1.
The Board of Directors of Cencorp Corporation (hereinafter the Company) has,
based on the authorization granted to it on January 30, 2012, resolved to take loan (Convertible Bond I/2012) so that the Company issues stock options to the lenders of the loan so that the lenders shall have the right to subscribe for the Company's shares based on the respective stock options and that the lenders shall have the right to pay the subscription price of the shares by setting it off against the loan receivable referred to in this document (hereinafter Convertible Bond) in accordance with the following terms:
I TERMS OF THE CONVERTIBLE BOND
1. Principal of the Convertible Bond
The total principal amount of the Convertible Bond is one million five hundred
thousand euro (EUR 1,500,000.00) (the Convertible Bond).
2. Subscription Right for the Convertible Bond and Stock Options
The Company shall take the loan referred to in this Convertible Bond and shall
issue simultaneously against the loan with maximum amount of 21.428.571 stock
options free of charge. The number of stock options to be issued shall be one
(1) stock option against each subscribed loan capital amount of 0,07 euro.
The Convertible Bond is issued for subscription, in deviation from the
shareholders' pre-emptive subscription rights, to such shareholders who on July
31, 2102 (hereinafter the Record Date of the Convertible Bond) own directly
at least one million (1.000.000) Company shares or to other parties separately
approved by the Board of Directors. The Convertible Bond can also be subscribed
against the undisbuted loan receivable from the Company as per the Record Date
of the Convertible Bond by converting the loan capital or interest receivable
into the Convertible Bond in accordance with the terms of this Convertible
Bond.
The minimum subscription of the Convertible Bond shall be ten thousand
(10.000,00) euro.
The shareholders' pre-emptive subscription rights are deviated from as the
stock options are issued to secure financing required to strengthen the capital
structure of the Company cost effectively and considering the size of the
financing. Thus, there is from the Company's point of view a weighty financial
reason to issue the stock options.
3. Subscription Period and Venue for Subscription of the Convertible Bond
Such shareholders who are interested in to subscribe for the Convertible Bond
and who meet the conditions mentioned above in Section I.2 on the Record Date
of the Convertible Bond are asked to sign and submit the subscription form
attached as Appendix 1 to this Convertible Bond by November 30, 2012 to the
Company in accordance with the instructions included in the form. The
subscription shall take place when the Company receives the above mentioned
form by 6:00 p.m. on November 30, 2012.
In the event the Convertible Bond and the related stock options shall be over
subscribed, the Board of Directors of the Company shall resolve on the
allocation between the subscribers so that for each subscriber a minimum of a
percentual share of the Convertible Bond and related stock options shall be
allocated corresponding to the share ownership amount of the subscriber on the
Record Date of the Convertible Bond.
4. Loan Period of the Convertible Bond and Repayment
The Convertible Bond shall be paid to the Company's bank account Nordea Bank
Finland Plc IBAN: FI21 2185 1800 1271 11, BIC: NDEAFIHH at the latest on
December 3, 2012. The loan period shall commence on the payment date and
expire on September 7, 2014 (hereinafter the Maturity Date) on which date the
Convertible Bond shall expire to be repayable in its entirety in accordance
with these terms of the loan.
The Company shall be entitled pursuant to the resolution of the Board of
Directors of the Company to repay the Convertible Loan or a part of it to the
holder of the Promissory Note signed in accordance with Section I.6 below also
any time prior to the Maturity Date.
The Company shall inform the holder of the Promissory Note on the repayment 30
(thirty) days prior to the contemplated repayment. The holder of the Promissory
Note shall then have the possibility to inform the Board of Directors of the
Company within that 30 (thirty) days time period whether the holder uses
his/her/its right to subscribe for the Company's shares in accordance with
Section II prior to the repayment provided that the subscription shall take
place within the subscription period of the shares defined under Section II.2.
The repayment of the Convertible Bond shall take place against the assignment
of the Promissory Note and in the event of a partly repayment, against a note
to be entered to the Promissory Note.
Additionally the terms defined in section I.9 are applicable to the repayment of the convertible bond.
5. Interest of the Convertible Bond
As of the date of withdrawal an annual interest of eight (8) percent shall be
paid to the capital of the Convertible Bond. The interest shall be paid
annually afterwards on June 30.
The last interest period shall end on the date on which the Convertible Bond
shall be repaid in its entirety. The interest shall be calculated based on the
real interest days divided with 365 days.
Upon the due date of the Convertible Bond on September 7, 2014, all the unpaid
interests from the loan period shall also due fall on September 7, 2014.
In the event the date of interest payment is not a banking day, the interest
shall be paid on the following banking day.
6. Promissory Note of the Convertible Bond
The Company shall issue to the subscriber of the Convertible Bond (hereinafter
Promissory Note Holder) a promissory note referred to in the Appendix 2,
which simultaneously serves as the stock option certificate of the stock
options referred to in Section I.2. The Promissory Noted shall not, however, be
issued prior to the date when the stock options related to the Convertible Bond
have been registered with the Companies Register.
The Company commits to notify the Companies Register on the issue of the stock
options related to the Convertible Bond within one month from the date on which
the Company has resolved on the issue of the stock options related to the
Convertible Bond.
7. Transferability of the Promissory Note and Stock Options
The Promissory Note and related stock options and other rights and
responsibilities cannot be transferred without consent of the Company. The
stock options related to the Convertible Bond are not transferable unless the
loan based on the Promissory Note is also transferred simultaneously.
8. Right to Participate in the Forthcoming Share Issues by Reduced
Subscription Price
A Promissory Note Holder shall be entitled to participate, by at least the
amount corresponding the percentual shareholding of the Company's shares at
that time, in potential future share issues arranged by the Company in which
the subscription period shall terminate at the latest on September 7, 2014 by
subscribing the shares at the subscription price that is 10 per cent lower
compared to the subscription price offered in the respective share issues.
9. Capital loan
The convertible bond is a capital loan, pursuant to the Finnish Companies Act, chapter 12, section 1, that will be recored as an separate item in the company’s balance sheet. A capital loan and an interest on a capiltal loan can only be repaid/paid pursuant to rules regarding capital loans in the effective Finnish Companies Act. A company or its subsidiary cannot deposit a security on payment of loan capital or interest.
10. Other
For the delivery of the notifications based on this Convertible Bond, the
Promissory Note Holder shall inform the Company his/her/its postal address as
from time to time.
The Promissory Note Holder shall, as per request of the Company, submit to the
Company all necessary information with regard to the Promissory Note and its
administration.
II TERMS FOR SHARE SUBSCRIPTION AND CONVERSION RIGHT
1. Conversion Right and Conversion Ratio
The Promissory Note Holder is entitled to convert the Promissory Note into the
shares of the Company in accordance with the terms described below. One (1)
stock option pursuant to the Promissory Note entitles the Promissory Note
Holder to subscribe for one (1) new share of the Company. Based on the
subscriptions made pursuant to the stock options the Company shall issue a
maximum amount of 21.428.571 new Company shares. The Company has one (1) class
of shares.
The subscription price of one (1) new share of the Company shall be 0,07 euro
per share.
Upon using the conversion right a portion corresponding to the subscription
price of a share shall be set off against the unpaid capital of the Convertible
Bond and, subject to the consideration of the Board of Directors, against the
unpaid interest of the Convertible Bond. The subscription price of the shares
shall be entered in entirety into the reserve for invested unrestricted equity.
2. Conversion Period and Process Regarding Use of the Conversion Right
The Promissory Note Holder shall have the right to converse the Promissory Note
into the Company's shares during the conversion period (subscription period of
the shares) which commences on January 1, 2013 and which terminates on
September 7, 2014.
The conversion of the Promissory Note into the shares shall take place pursuant
to the subscription rules in accordance with the Finnish Companies Act. The
Promissory Note Holder shall present to the Board of Directors of the Company
the written conversion request as attached in the Appendix 3 which shall
constitute the subscription of new shares. The Convertible Bond may be
converted into shares only in its entirety.
When the Board of Directors has received the conversion request and the
Promissory Note Holder has assigned the Promissory Note to the Company, the
Board of Directors shall approve the subscription of new shares in accordance
with the Convertible Bond. Within 30 (thirty) days from the presentation of the
conversion request the Company shall file the Companies Register notification
with regard to entering the new shares to the Companies Register. In addition,
the Company commits to take care that the new shares entered into the Companies
Register shall be entered into public trading within 30 (thirty) days from
entering them to the Companies Register.
3. Shareholder Rights
The new shares of the Company, which have been subscribed for by using the
conversion right of the Convertible Bond, shall have the similar rights with
the Company's shares issued previously from the moment the new shares have been
entered into the Companies Register.
4. The Rights of the Promissory Note Holder in Certain Special Cases
If the Company during the loan period issues new shares in the share issue
against the payment or issues new stock options or other special rights
entitling to the shares referred to in Chapter 10 of the Finnish Companies Act
so that the shareholders shall have the pre-emptive subscription right, the
Promissory Note Holder shall have the same or equal right as a shareholder.
Equality is reached by the mean resolved by the Board of Directors of the
Company by giving to the Promissory Note Holder the same priority for the
subscription of share and/or convertible bond and/or stock option, and/or the
exchange ratio of the Convertible Bond will be adjusted and/or the Promissory
Note Holder is given right to convert the Promissory Note to the shares during
the other time period than referred to in Section II.2 or by combining manners
of proceeding referred to above.
If the Company during the loan period issues new shares free of charge, the
exchange ratio of the Convertible Bond shall be adjusted so that the percentual
share of the shares to be converted by the Convertible Bond compared to all
shares shall remain unaltered except for the part that the new number of shares
to be converted by the Promissory Note would be a fraction. In the event that
the above mentioned division would not be even, the highest round figure that
will fulfill the division to the whole shares will be applied.
If the Company during the loan period resolves to acquire or redeem its own
shares or stock options or other special rights entitling to the shares
pursuant to the Chapter 10 of the Finnish Companies Act through an offer
directed to all shareholders or holders of the above mentioned rights, an equal
offer shall be made to the holder of the Promissory Note. The redemption or
acquisition of the shares and stock options or other special rights entitling
to the shares referred to in Chapter 10 of the Finnish Companies Act shall thus
be directed to the conversion rights of the Promissory Note pursuant to the
resolution of the Board of Directors. Otherwise acquisition or redemption of
own shares and stock options and other special rights entitling to the shares
referred to under Chapter 10 of the Finnish Companies Act shall not require any
actions from the Company with regard to the Promissory Note.
If the Company during the loan period distributes its funds in other means than
what has been referred to in the previous section, the Promissory Note Holder
shall not be entitled to participate in the distribution of the funds and the
distribution of the funds shall not require any actions from the Company with
regard to the Promissory Note.
If the Company is placed into liquidation during the loan period, the
Convertible Bond shall fall due for payment at the moment when placing the
liquidation has been entered into the Companies Register.
If the Company during the loan period resolves on the merger or division, the
Promissory Note Holders shall be reserved a right, during the time period set
by the Board of Directors of the Company prior to resolution on the merger or
division, to convert the Promissory Note into shares. Alternatively the
Promissory Note Holders shall be given the right to subscribe for the
convertible bond issued by similar terms by the receiving company so that the
subscription can be made on equal rights compared to the shares of the
receiving company which have been issued to the shareholders pursuant to what
has been resolved on the matter in the merger plan or division plan. After the
above-mentioned time period reserved for the use of the conversion right or
after the end of the subscription period of the new convertible bond, no
conversion right shall exist anymore.
If a redemption right or redemption obligation of the minority shareholders
referred to under Chapter 18 of the Finnish Companies Act arises, after Company
has received notification on the origin of the redemption right or redemption
obligation, the right to convert the Promissory Note into shares during the
time period resolved by the Board of Directors shall without undue delay be
reserved for the Promissory Note Holders. After the above-mentioned time period
reserved for the use of the conversion right, no conversion right shall exist
anymore.
5. Disputes
Disputes arising out of this Convertible Bond shall be settled by arbitration
consisting of one arbitrator in accordance with the Rules of the Arbitration
Institute of the Finland Chamber of Commerce. In the event the parties to the
dispute cannot agree on the arbitrator, the Finland Chamber of Commerce shall
appoint the arbitrator. The place of the arbitration shall be Helsinki,
Finland.
6. Other Issues
The Board of Directors shall be entitled to resolve on any other matter related
to the Convertible Bond and the use of the conversion right. Notifications to
the Promissory Note Holders shall be submitted by letters to the postal
addresses notified to the Company by each of the Promissory Note Holder. A
notification is deemed to have been delivered on the working day following the
date of sending the notification.
III OTHER MATTERS
1. Other Issues
These terms and conditions have been drafted in Finnish and in English. In the
case of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions shall prevail.