SSH Communications Security Corporation issues EUR 4

Helsinki, Finland, 2012-12-21 14:30 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT 21 DECEMBER, 2012 AT 15:30 P.M.

SSH Communications Security Corporation issues EUR 4 million hybrid capital securities

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SSH Communications Security Corporation has issued a EUR 4 million hybrid capital securities. The capital securities were subscribed in their entirety by the company’s largest shareholder and Chief Executive Officer, Tatu Ylönen.

The coupon rate of the capital securities is fixed for the first three years (5% until 28 December 2013, 9% until 28 December 2014 and 13% until 28 December 2015) and floating thereafter. The capital securities have no maturity but the company may exercise an early redemption option on each interest payment date.

The issue date of the capital securities is 28 December 2012. The capital securities are not being issued in the book-entry system.

There are weighty financial reasons for the directed issue, as the terms and conditions of the capital securities are more beneficial to the company than recent market practice, e.g. with respect to the interest rate and repayment opportunities, and the creditor has undertaken to offer part of the capital securities to other shareholders of the company who hold more than 300,000 shares in the company on 31 December 2012. The capital securities will be offered on the same terms at the start of 2013, but taking into account accrued interest.

Pohjola Corporate Finance has provided the company’s board of directors a fairness opinion from the perspective of the company and its shareholders.

"Hybrid capital securities improves our possibilities to invest in our growth strategy, and also defend our patent portfolio if needed", says SSH Communications Security Corporation’s Chief Financial Officer Jyrki Lalla.

Hybrid capital securities are an instrument that is subordinated to the company's other debt obligations and that is treated as equity in the IFRS financial statements. Hybrid capital securities do not confer to their holders the right to vote at shareholder meetings and do not dilute the holdings of the current shareholders.

Castrén & Snellman Attorneys Ltd was the company’s legal advisor in the transaction.

SSH Communications Security Corporation

Jyrki Lalla
CFO

Further Information: Jyrki Lalla, CFO, Tel. No. +358 45 3404641

Distribution:
NASDAQ OMX Helsinki Ltd
Key Media
www.ssh.com

This release is for informational purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any hybrid capital securities. The distribution of this release and the related material concerning the issuance of the hybrid capital securities are prohibited by law in certain countries. The hybrid capital securities are not being offered to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release and the related hybrid bond documentation only in compliance with applicable exemptions or restrictions. Persons into whose possession this release and the related hybrid bond documentation may come are required to inform themselves about and comply with such restrictions. This release and the related hybrid bond documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Canada, Australia, Hong Kong, South Africa and Japan. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell SSH’s hybrid capital securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. SSH’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting SSH’s hybrid capital securities are aware of these restrictions or not. SSH’s hybrid capital securities will not be registered under the US Securities Act of 1933, nor under any securities legislation of any state in the United States, and they may not be offered, sold, resold, delivered, distributed, bought or transferred in the United States or to US citizens or on behalf of US citizens, except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and any applicable state law legislation.