Helsinki, Finland, 2013-10-08 08:15 CEST (GLOBE NEWSWIRE) --
Ixonos Plc Stock Exchange Release 08 October 2013 at 09:15
NOTICE OF IXONOS PLC EXTRAORDINARY GENERAL MEETING
The shareholders of Ixonos Plc are hereby invited to an Extraordinary General Meeting to be held in the Aida auditorium of Opus Business Park 3 located at address Hitsaajankatu 20, 00810, Helsinki on Wednesday, 30 October 2013 at 09:00. The reception of participants will begin at 08:15, as will the coffee service preceding the meeting.
A. MATTERS TO BE DECIDED AT THE EXTRAORDINARY GENERAL MEETING
The following items are on the agenda for the meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to count votes
4. Recording the legality of the meeting
5. Recording of attendance and adoption of the list of votes
6. Board proposal for a reverse share split set out in Chapter 15 Section 9 of the Finnish Limited Liability Companies Act as well as for the redemption of shares in a proportion other than the ownership of the shareholders
The Board of Directors proposes to the Extraordinary General Meeting that the amount of company shares be reduced without reducing the share capital by conducting a reverse share split where five (5) existing shares are combined into one (1) new share for the purposes laid down in Chapter 15 Section 9 of the Finnish Limited Liability Companies Act (LLCA) and in accordance with the procedure set out therein. As part of the reverse share split, the company shall cancel, if necessary, the company’s own shares that it has received free of charge in order to ensure that the total amount of the company’s shares before the reverse share split is divisible by five. The purpose of the reverse share split is to improve the preconditions of trading in the shares and their price formation as well as to increase the value of individual shares. The Board of Directors thereby holds that a weighty financial reason exists for the proposed reverse share split and related share redemption.
The Board proposes that the reverse share split be implemented by redeeming from each shareholder an amount of shares that corresponds to the proportion of the redemption, i.e. 4/5. In other words, four (4) shares shall be redeemed for each five (5) shares. In the event that the amount of shares held by a shareholder is not divisible by five as of the date of the reverse share split, surplus shares that exceed the closest preceding amount divisible by five shall also be redeemed (rounding). The amount of shares shall be evaluated separately for each book-entry account.
The redemption shall be implemented free of charge aside from the remuneration set out in Chapter 15 Section 9 of the LLCA that is payable pursuant to the rounding. The redemption shall be implemented to this extent in the manner set out in the said Section in a proportion other than the ownership of the shareholders. The shares redeemed in connection with the reverse share split shall be cancelled. This shall not, however, apply to the surplus shares redeemed due to rounding, which shall be gathered together and sold. After the implementation of the reverse share split, the company shall without delay sell the surplus shares accruing to it because of the rounding in public trading referred to in the Finnish Securities Markets Act on behalf of the aforementioned shareholders. The funds derived from the sale of the said shares shall be paid to the shareholders in proportion to the differences obtained by subtracting the quantity of shares that would be redeemed from each shareholder in the absence of rounding from the quantity of shares actually redeemed from each shareholder. The funds shall bear interest for the period of time between the date of the redemption and the payment of the said funds at the applicable reference rate provided in Section 12 of the Finnish Interest Act.
The reverse share split shall be implemented on Friday, 1 November 2013, as of which date the rights to the funds received from surplus shares shall be determined. The redeemed shares shall be cancelled, and the amount of company shares that remain after the reverse share split shall be entered into the Trade Register on Friday, 1 November 2013. The results of the reverse share split and the related redemption shall become visible on the book-entry accounts of the shareholders and trading in the reverse-split shares shall begin on Monday, 4 November 2013 after the reverse share split has been implemented. The funds derived from the sale of the surplus shares are estimated to be paid to the shareholders at the latest on Tuesday, 12 November 2013 if all shares are sold by 4 November 2013 at the latest. Otherwise the share fractions shall be paid on the fourth (4th) banking day following the conclusion of the final transaction.
The Board of Directors also proposes that the Extraordinary General Meeting authorise the Board to amend the terms and conditions applied to the option rights and special rights issued by the company to reflect the reverse share split. The shareholders need not take any action if the arrangement is implemented.
The decision concerning the reverse share split requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
7. Authorisation of the Board of Directors to decide upon a share issue and on granting special rights entitling to shares
The Board of Directors proposes that the Extraordinary General Meeting authorise the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares that are set out in Chapter 10 Section 1 of the LLCA or on the combination of all or some of the aforementioned instruments in one or more tranches on the following terms and conditions:
The number of new shares to be issued pursuant to the authorisation may not exceed altogether 120,000,000 shares. The aforementioned number of shares shall apply if the Extraordinary General Meeting decides to reduce the amount of company shares without reducing the company’s share capital as proposed by the Board of Directors above in section 6 of this notice. In the event that the Extraordinary General Meeting decides not to reduce the amount of company shares in accordance with the proposal in section 6, the Board proposes that the number of new shares to be issued pursuant to the authorisation may not exceed altogether 600,000,000 shares. The aforementioned authorisations correspond to an approximate amount of 17 times the amount of all the company shares.
The authorisation may be used to finance corporate acquisitions or other investments related to the operations of the company, to strengthen the company’s balance sheet and financial position or for other purposes decided by the Board of Directors.
Within the limits of the authorisation, the Board of Directors may decide on all terms and conditions applied to the share issue and to the special rights entitling to shares.
The Board of Directors shall be entitled to decide on crediting the subscription price of the shares either to the company’s share capital or, entirely or in part, to the reserve for invested unrestricted equity.
Shares as well as special rights entitling to shares may also be issued in a directed way that deviates from the pre-emptive rights of shareholders if a weighty financial reason laid out in the LLCA for this exists.
The authorisation, which would not supersede earlier share issue authorisations, is proposed to remain in force until the Annual General Meeting held in 2014.
The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
8. Closing of the meeting
B. MEETING DOCUMENTS
The aforementioned Board proposals on the agenda of the Extraordinary General Meeting; Ixonos Plc’s financial statements for the accounting period that ended on 31 December 2012, which also includes consolidated accounts; Ixonos Plc’s annual report and auditor’s report for the accounting period that ended on 31 December 2012; interims for the time period of 1 January to 31 March 2013; interims for the time period of 1 January to 30 June 2013; the minutes of the Ixonos Plc Annual General Meeting held on 24 April 2013; the Board’s report on events with significant impact on the company’s status that have occurred after the interims for the time period of 1 January to 30 June 2013; as well as this notice will be made available to the shareholders in the Investors section of Ixonos Plc’s website, at www.ixonos.com, no later than twenty-one (21) days prior to the General Meeting. The interims for the third quarter of 2013 and those for the time period of January to September 2013 are estimated to become available on the said website on 25 October 2013. The said documents shall also be available at the General Meeting. In addition, copies of the said documents and of this notice shall be mailed to the shareholders who request them. Otherwise, no separate notice of the meeting will be sent to the shareholders.
C. INSTRUCTIONS FOR PARTICIPANTS
1. Right to attend and registration
Shareholders who are registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on Friday, 18 October 2013 shall be entitled to attend the meeting. Shareholders whose shares are registered in their personal Finnish book-entry accounts are registered in the company’s shareholders’ register.
Shareholders who wish to attend the General Meeting must give advance notice of their attendance. The company must receive such notice no later than by 16:00 on Friday, 25 October 2013. Notice of attending the Extraordinary General Meeting may be submitted by
a) using the form located in the Investors section of the company’s website at www.ixonos.com;
b) email to email@example.com;
c) mail to Ixonos Plc/General Meeting, Hitsaajankatu 24, FI-00810 Helsinki, Finland; or
d) phone between 09:00 and 16:00 to Aila Mettälä at +358 40 531 0678 or +358 424 2231.
When giving advance notice of your attendance, please state the shareholder’s name, personal identity code, address and telephone number as well as the name of any assistant and the name and personal identity code of any proxy representative. Personal data provided to Ixonos Plc by its shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting.
2. Assistants and proxy representatives
Shareholders may participate in the meeting and exercise their rights at the meeting by way of proxy representation. The representative must produce a dated proxy document or other reliable evidence of his or her right to represent the shareholder. If several proxies represent the same shareholder based on shares held in different book-entry accounts, the shares on which each proxy’s representation is based must be stated when giving advance notice of participation. Please furnish the company with any proxy documents as an email attachment (such as in PDF), or by mail, using the above-mentioned contact information for advance notice, no later than the last date for advance notices of participation.
3. Holders of nominee-registered shares
Holders of nominee-registered shares must contact their asset managers for information on how to be registered in the temporary shareholders’ register, on the issuance of proxies and on submitting their notice of attendance in the General Meeting well before the meeting. If the holder of a nominee-registered share wishes to attend the meeting, the account operator of the asset manager must notify the shareholder for a temporary entry in the shareholder register no later than at 10:00 on Friday, 25 October 2013.
4. Other information
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, shareholders who are present at the General Meeting are entitled to request information on matters discussed at the meeting.
On the day of convening the meeting, Ixonos Plc has altogether 35,239,129 shares and votes registered in the Trade Register.
In Helsinki on 8 October 2013
Board of Directors
For more information, please contact:
Esa Harju, CEO, tel. +358 40 844 3367, firstname.lastname@example.org
Teppo Talvinko, CFO, tel. +358 40 7153 660, email@example.com
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