Cencorp Corporation Stock Exchange Release 22 May 2013 at 09:30 Finnish time
CENCORP CORPORATION HAS RECEIVED FLAGGING NOTIFICATION FROM KESKINÄINEN ELÄKEVAKUUTUSYHTIÖ ETERA IN ACCORDANCE WITH CHAPTER 9 SECTION 5 OF THE FINNISH SECURITIES MARKET ACT
Cencorp Corporation (hereinafter ”Cencorp”) hereby discloses in accordance with Finnish Securities Market Act Chapter 9 Section 10 that it has on 21 May 2013 received flagging notification from Keskinäinen Eläkevakuutusyhtiö Etera (hereinafter “Etera”) pursuant to the Finnish Securities Market Act Chapter 9 Section 5. Pursuant to the flagging notification of Etera, its share of all issued Cencorp shares and voting rights may exceed 10 per cent as a result of the arrangement described below and which arrangement may thus lead to exceed the flagging notification threshold.
1. Issuer
Cencorp Corporation, business ID 0749606-1
2. Person subject to the notification obligation
Keskinäinen Eläkevakuutusyhtiö Etera, business ID 0117086-1
3. Grounds for the flagging notification
Arrangement which may result in exceeding the flagging notification threshold of 10 per cent calculated in accordance with Finnish Securities Market Act Chapter 9 Section 5
4. Date on which the flagging threshold was exceeded
21 May 2013
5. Flagging threshold that is exceeded
10 per cent of all shares and voting rights in Cencorp.
6. Arrangement
Etera, which prior to the arrangement described herein has owned alltogether 16.394.735 Cencorp shares has resolved to subscribe for the convertible bond which Cencorp has on 17 May 2013 disclosed to issue in order to secure the financing required to strengthen Cencorp's capital structure. The maximum amount of the capital bond is EUR 2,100,000. Simultaneously Cencorp issues stock options with maximum amount of 30,000,000 free of charge. One (1) stock option is issued per each subscribed loan capital amount of EUR 0.07. The minimum subscription amount of the convertible bond is ten thousand (10,000.00) euro.
Pursuant to the terms of the convertible bond, the holder of the bond is entitled to convert the promissory note into the shares of Cencorp during the conversion period (subscription period of the shares) which commences on June 1, 2013 and which terminates on June 2, 2015. One (1) stock option pursuant to the promissory note entitles the bond holder to subscribe for one (1) new Cencorp share. Based on the subscriptions made pursuant to the stock options, Cencorp shall issue a maximum amount of 30,000,000 new company shares.
The loan period starts as of the payment of a loan to Cencorp and ends on 2 June 2015 when the convertible bond will be due in its entirety pursuant to the loan terms.
Etera has on 21 May 2013 subscribed the convertible bond for 1,500,000 euro in accordance with the terms of the convertible bond. Due to the subscription, Etera is entitled, shall the Board of Directors of Cencorp accept the subscription made by Etera, to receive 21,428,571 option rights of Cencorp which Etera is entitled to convert into the shares of Cencorp in accordance with the terms of the convertible bond.
Due to the arrangement the number of Cencorp shares and voting rights owned by Etera may rise to the following amounts:
| Number of Shares | % of the Shares | Number of Voting Rights | % of Voting Rights |
| 37,823,306 | 10,40% | 37,823,306 | 10,40 % |
The above mentioned portions have been calculated in relation to the number of Cencorp shares registered with the Finnish Companies Register on 21 May 2013 and related voting rights i.e. 342,161,270 shares and voting rights. The basis for the calculation for the flagging is that Etera will use the option rights related to the convertible bond it has subscribed in their entirety.
In Mikkeli, 21 May 2013
CENCORP CORPORATION
Iikka Savisalo, President and CEO
For more information, please contact: Iikka Savisalo, President and CEO, Cencorp Corporation, 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.