Helsinki, Finland, 2013-01-16 12:23 CET (GLOBE NEWSWIRE) --
Ixonos Plc Stock Exchange Release 16 January 2013 at 13:20
Not to publish in or distributed to The United States of America, Canada, Australia, Hong Kong, South Africa or Japan
- The subscription price is EUR 0.21 per share.
- Subscription ratio: Three existing shares entitle the holder to subscribe for four new shares (3:4).
- The ex-rights date is 17 January 2013 and the record date for the rights issue is 21 January 2013.
- Subscription rights will be traded in Nasdaq OMX Helsinki from 24 to 31 January 2013.
- The rights issue subscription period will run from 24 January to 7 February 2013.
Pursuant to the authorisation granted by Ixonos' Extraordinary General Meeting on 15 January 2013, the Board of Directors of Ixonos Plc has decided to issue up to 20,136,645 shares in accordance with the pre-emptive rights of the current shareholders. The funds raised from share issue are planned to be used to carrying forward company’s change process and strengthen Company’s Balance sheet.
Shareholders who are registered on the company's shareholder list, held by Euroclear Finland, on the record date, 21 January 2013, will automatically get one freely tradable subscription right per owned share. For every three subscription rights the holder is entitled to subscribe for four shares. The subscription price is EUR 0.21 for every subscribed share. This price represents a discount of approximately 51 per cent on the theoretical ex-rights price (TERP) based on the closing price of Ixonos Plc.’s share at NASDAQ OMX Helsinki on 15 January 2013.
In order to ensure the equal treatment of shareholders and the 2011 Stock Option holders the Board of Directors of the Company has on 16 January 2013, due to the Offering, adjusted the subscription ratio and the subscription price of the 2011 Stock Options in accordance with the terms and conditions of the 2011 Stock Options. As regards stock options IV A, the subscription ratio shall be amended to 2,333 and the subscription price shall be amended to EUR 0, 489 per share. As regards stock options IV B and IV C, the subscription ratio and subscription price will accordingly be changed in connection with a potential grant of such stock options.
Of the Company’s shareholders Turret Oy Ab ("Turret") (approx. 22,8 percent of shares), SEB Life International Assurance Company as investment in Policy (approx. 5,8 percent of shares), Ilari Koskelo (approx. 2,9 percent shares), The Chairman of the Board Pertti Ervi (Approx. 0,27 percent of shares), The future CEO and President Esa Harju (Approx. 0,13 percent of shares) and other persons from company management, Representing a total of approx. 31.9 percent of company shares have given a subscription commitment in full the new shares that their holding’s entitle them to subscribe for. The underwriting commitment given by Turret is conditional upon the Finnish Financial Supervisory Authority having granted Turret a permanent exemption from the obligation pursuant to the Finnish Securities Market Act to make a mandatory public offer for the remainder of the shares and other securities entitling to shares issued by the Company in case Turret’s ownership, as a result of the Share Issue, exceeds 30 per cent of the voting rights attached to the Company’s shares.
In Addition Turret has given underwriting commitment to shares that are not subscribed for in the issue with maximum amount of EUR 0. 5 Million and Ilari Koskelo with maximum of EUR 0.5 Million. If the given underwriting commitments are used, such underwritings are only used to the extent the ownership of the parties having given the underwriting does not, as a result of the use of the subscription commitment and the underwriting commitment, exceed 30 per cent of the voting rights attached to the Company’s shares.
The Company has left Prospectus in Finnish related to share issue for approval to Finland's Financial Supervisory Authority. If the Prospectus is approved by 17 January 2013 it is 21 January 2013 available at Ixonos Headquarters Hitsaajankatu 24, 00810 Helsinki, Finland, at NASDAQ OMX Helsinki, Fabianinkatu 14, 00100 Helsinki and in digital form at Company’s web Pages www.ixonos.com. The approval of prospectus will be announced separately.
The preliminary result of the rights issue will be announced on approximately 8 February 2013. The final result will be announced on approximately 13 February 2013.
Pohjola Corporate Finance Ltd is the lead manager of the rights issue.
Helsinki, 16 January 2013
The Board of directors
Esa Harju, CEO and President, tel, +358 40 844 33 67 email. firstname.lastname@example.org
Timo Leinonen CFO, Senior Vice President. +358 400 793 073 email. email@example.com
NASDAQ OMX Helsinki Oy
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
TERMS AND CONDITIONS OF THE OFFERING
The Extra Shareholders' Meeting of Ixonos Oyj (the “Company”) held on 15 January 2013 authorised the Company’s Board of Directors to decide by one or several decisions on the issuance of shares against payment and option rights or other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act and conveyance of own shares held by the Company. The maximum number of new shares to be issued and own shares held by the Company to be conveyed may not in total exceed 40,000,000 shares, which corresponds to approximately 265 per cent of all the shares in the Company at the date hereof. The authorization will be valid until the end of the 2013 Annual General Meeting.
On 16 January 2013, the Board of Directors of the Company resolved, based on the above authorization of the Extra Shareholders' Meeting, to issue a maximum of 20,136,645 new shares (the “Shares”) through a share issue based on the pre-emptive subscription right of shareholders as set forth in these terms and conditions (the “Offering”).
The Shares to be issued in the Offering represent approximately 133 per cent of the total shares and voting rights in the Company before the Offering and approximately 57.1 per cent of the total shares and voting rights in the Company after the Offering provided that the Offering is subscribed in full.
Pohjola Corporate Finance Oy (the "Lead Manager") acts as Lead Manager of the Offering.
Right to Subscribe
Right to Subscribe with Subscription Right
The Shares will be offered for subscription by the shareholders of the Company in proportion to their shareholding in the Company.
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of 21 January 2013 of the Offering (“Record Date”) will automatically receive one (1) freely transferable subscription right (the “Subscription Right”) as a book-entry (ISIN FI4000059068) for every one (1) share owned on the Record Date.
A shareholder, or a person or an entity to whom the Subscription Rights have been transferred, is entitled to subscribe for four (4) Shares for every three (3) Subscription Rights. No fractions of Shares will be allotted.
Right to Subscribe Unsubscribed Shares without Subscription Rights
The Board of Directors of the Company will decide to offer Shares that have potentially not been subscribed for with Subscription Rights in a secondary offering to shareholders or other investors that have during the Subscription Period defined below submitted an order to subscribe for Shares without Subscription Rights.
Subscription and Underwriting Undertakings
Of the Company's shareholders, Turret Oy Ab ("Turret"), SEB Life International Assurance Company in relation to an insurance policy, Ilari Koskelo, the Chairman of the Company's Board of Directors Pertti Ervi, the Company's CEO Esa Harju and certain other persons of the management of the Company, representing a total of approximately 31.9 per cent of the shares of the Company, have irrevocably committed to subscribe for their relative portion of the Shares in the Offering. The subscription commitment given by Turret is conditional upon the Finnish Financial Supervisory Authority having granted Turret a permanent exemption from the obligation pursuant to the Finnish Securities Market Act to make a mandatory public offer for the remainder of the shares and other securities entitling to shares issued by the Company in case Turret's ownership, as a result of the Offering, exceeds 30 per cent of the voting rights attached to the Company's shares.
In addition to the subscription undertakings, Turret has given an underwriting commitment concerning Shares that otherwise possibly remain unsubscribed for in the Offering in an amount of EUR 0.5 million and Ilari Koskelo in an amount of EUR 0.5 million. If the given underwriting commitments are used, such underwritings are only used to the extent the ownership of the parties having given the underwriting does not, as a result of the use of the relevant subscription commitment and the relevant underwriting commitment, exceed 30 per cent of the voting rights attached to the Company's shares.
The execution of the subscription undertakings and underwriting commitments is subject to certain customary conditions. The subscription undertakings represent approximately 55.5 per cent of the maximum amount of Shares in the Offering.
The Shares may be subscribed for in the Offering at the subscription price of EUR 0.21 per Share (the “Subscription Price”). The Subscription Price will be recorded in its entirety under the invested unrestricted equity fund. The Share Subscription Price has been set such that it includes a discount of approximately 70.8 per cent compared to the closing price of the Company’s share on the trading day preceding the decision on the Offering.
The subscription period will commence on 24 January 2013 at 9:30 a.m. (Finnish time) and expire on 7 February 2013 at 4:30 p.m. (Finnish time) (the “Subscription Period”). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period.
Subscription for Shares and Payments
A holder of Subscription Rights may participate in the Offering by subscribing for Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. Each three (3) Subscription Rights entitle their holder to subscribe for four (4) Shares. Fractional Shares cannot be subscribed. In order to participate in the Offering, a holder of Subscription Rights must submit a subscription assignment in accordance with the instructions given by the Lead Manager or the relevant account operator.
A shareholder or other investor may subscribe for Shares without Subscription Rights by giving a subscription assignment and paying the Subscription Price. The subscription assignment shall be given in accordance with the instructions given by the Lead Manager or the relevant account operator. If the subscriber also subscribes for Shares on the basis of Subscription Rights, the subscription made without Subscription Rights shall be made simultaneously with the subscription on the basis of Subscription Rights. If the subscriber gives several subscription assignments without Subscription Rights, such assignments will be consolidated into one assignment per subscriber.
Subscription orders can be submitted in the following subscription places:
- at the offices of the cooperative banks belonging to the OP-Pohjola Group and of Helsinki OP Bank Plc during their business hours;
- via the OP call service at +358 (0) 100 0500. Customers subscribing through the call service need a personal network service agreement with the OP-Pohjola Group. When subscribing through the call service, the identification of the shareholder will be confirmed by network identification codes; and
- with account operators who have an agreement with the Lead Manager regarding receipt of subscriptions.
The Subscription Price of the Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by the Lead Manager or the relevant account operator.
Shareholders and other investors participating in the Offering whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.
Any subscription with or without Subscription Rights is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of Subscriptions under Certain Circumstances” in these terms and conditions.
Any Subscription Rights remaining unexercised at the end of the Subscription Period on 7 February 2013 will expire without any compensation.
Cancellation of Subscriptions under Certain Circumstances
If the registration document or the securities note relating to the Offering (jointly the "Prospectus") is supplemented between the time the Prospectus was approved by the Finnish Financial Supervisory Authority and the time when trading in the Shares begins due to a material mistake or inaccuracy relating to the information in the Prospectus which could be of material relevance to the investor, then investors who have already agreed to subscribe for Shares before the supplement is published, shall have the right to withdraw their subscription. The investors have a right to withdraw their subscription within two (2) banking days or within a longer period determined by the Finnish Financial Supervisory Authority for special reasons, however, at the latest four (4) banking days after the supplement has been published. The right to withdraw can only be exercised if an investor has subscribed for Shares before the supplement is published and such supplement has been published during a time period between the beginning of the Subscription Period and when the trading of the interim shares corresponding to the Shares subscribed for by the virtue of the Subscription Rights has begun on NASDAQ OMX Helsinki Oy (the "Helsinki Stock Exchange"). The withdrawal of a subscription applies to the subscription to be withdrawn as a whole. The right to withdraw and the procedure for such withdrawal right will be announced together with any such possible supplement to the Prospectus through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.
Public Trading of the Subscription Rights
The holders of Subscription Rights may sell their Subscription Rights any time before the public trading in Subscription Rights ends. The Subscription Rights are subject to public trading on the Helsinki Stock Exchange between 24 January 2013 at 9:30 a.m. (Finnish time) and 31 January 2013 at 6:30 p.m. (Finnish time).
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions based on Subscription Rights made in accordance with these terms and conditions of the Offering and applicable laws and regulations.
If all Shares to be issued in the Offering have not been subscribed for by virtue of the Subscription Rights, the Board of Directors of the Company will resolve to allocate Shares subscribed for without Subscription Rights as follows:
The Company’s Board of Directors will approve the subscriptions on or about 13 February 2013. The Company will publish the final result of the Offering in a stock exchange release on or about 13 February 2013. Should the subscriber not receive all Shares subscribed for without Subscription Rights, the subscription price for the Shares not received by the subscriber will be repaid to the bank account informed by the subscriber in connection with the subscription on or about 14 February 2012. No interest will be paid for the repayable funds.
Registration of the Shares to the Book-entry Accounts
The Shares subscribed for in the Offering by virtue of the Subscription Rights will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN Code FI4000059076), corresponding to the new Shares. The interim shares are combined with the existing share class of the Company (ISIN Code FI0009008007) on or about 14 February 2013. The Shares subscribed for and approved without Subscription Rights will be recorded on the subscriber’s book-entry account after the registration of new Shares with the Trade Register, on or about 14 February 2013.
The Shares will entitle their holders to full dividend and other distribution of funds declared by the Company, if any, and to other shareholder rights in the Company after the new Shares have been registered with the Trade Register and in the Company’s shareholder register, on or about 14 February 2013.
Treatment of Holders of Stock Options
According to the terms and conditions of the stock options resolved upon by the Board of Directors of the Company on 30 November 2011 (“2011 Stock Options”) by virtue of an authorization granted by the Annual General Meeting of the Company held on 29 March 2011, a 2011 Stock Option holder shall have the same right as, or an equal right to, that of a shareholder should the Company, before the share subscription based on the 2011 Stock Options, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.
In order to ensure the equal treatment of shareholders and the 2011 Stock Option holders the Board of Directors of the Company has on 16 January 2013, due to the Offering, adjusted the subscription ratio and the subscription price of the 2011 Stock Options in accordance with the terms and conditions of the 2011 Stock Options. As regards stock options IV/A, the subscription ratio shall be amended to 2.333 and the subscription price shall be amended to EUR 0.489 per share. As regards stock options IV/B and IV/C, the subscription ratio and subscription price will accordingly be changed in connection with a potential grant of such stock options.
The total amount of shares is rounded down to full shares in connection with subscription of the shares and the total subscription price is calculated using the rounded amount of shares and rounded to the closest cent. Due to the above adjustments concerning stock options IV/A, the adjusted maximum total number of shares to be subscribed for based on the 2011 Stock Options shall be 1,260,000.
The foregoing amendments to the terms and conditions of the 2011 Stock Options due to the Offering will be in force as of the registration of the adjusted maximum total number of shares to be subscribed for based on the 2011 stock options with the Trade Register on or about 14 February 2013, provided that the Offering will be completed in full as planned. Thus, the 2011 Stock Options do not entitle holders to participate in the Offering.
Additional information on the terms and conditions of the 2011 Stock Options is found in the Finnish language registration document relating to the Offering.
Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are available for review as of the start of the Subscription Period at the head office of the Company, Hitsaajankatu 24, FI-00810 Helsinki.
Applicable Law and Dispute Resolution
The Offering and the Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.
Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.
Additional information on the subscription of Shares is found in the Finnish language securities note relating to the Offering.