Technopolis Plc's (Company) Board of Directors has in its meeting 8 November
2007 resolved, by virtue of the authorization of the Annual General Meeting of
29 March 2007, to increase the Company's share capital by a maximum of EUR
3,177,200.00 by issuing a maximum of 1,880,000 new shares through a share issue
directed to institutional investors.
The purpose of the share issue is to finance the investments in accordance with
the Company's investment plan, secure the Company's growth and maintain the
Company's liquidity.
The shares were offered to Finnish and international institutional investors in
deviation from the shareholders' subscription right. The share issue was
implemented based upon a book building process so that the institutional
investors subscribed for the new shares to be issued by the Company in
accordance with the subscription undertakings submitted by such institutional
investors during the book building between 7 November 2007 and 8 November 2007.
The shares were subscribed for approximately 1.3 fold compared to the number of
shares offered. The share subscription price was set to EUR 6.00 per share. The
terms and conditions of the share issue are enclosed in this stock exchange
release.
The Company's Board of Directors has 8 November 2007 resolved to approve the
subscriptions made in the Company's share issue by the institutional investors.
All 1,880,000 shares offered were subscribed for in the share issue. Pursuant to
the share issue, the share capital of the Company will thus be increased by the
maximum amount of EUR 3,177,200.00.
The 1,880,000 shares offered in the share issue correspond to approximately 4.5
per cent of all the shares in the Company and the votes attached to said shares
prior to implementing the share issue.
Listing of the new shares on the Official List of OMX Nordic Exchange in
Helsinki is expected to commence on or about 14 November 2007.
Oulu, 9 November 2007
TECHNOPOLIS PLC
Board of Directors
For further information, please contact
Pertti Huuskonen, President and CEO, tel. +358 400 680 816 or
+358 8 551 3213
Distribution:
OMX Nordic Exchange in Helsinki
Main news media
www.technopolis.fi
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF THE SHARES IN THE UNITED STATES OR
IN ANY OTHER JURISDICTION. THE SHARES MAY NOT BE SOLD IN THE UNITED STATES
WITHOUT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED. TECHNOPOLIS PLC DOES NOT INTEND TO REGISTER ANY PORTION
OF SUCH OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SHARES
IN THE UNITED STATES.
Appendix:
SHARE ISSUE OF TECHNOPOLIS PLC III/2007
TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Technopolis Plc (the 'Company') has in its meeting of
8 November 2007 resolved by virtue of the authorization granted by the Annual
General Meeting of the Company on 29 March 2007 that the Company shall issue a
maximum of 1,880,000 shares by a directed share issue on the following terms and
conditions:
1 SHARE SUBSCRIPTION
A maximum of 1,880,000 shares (the 'Shares', each a 'Share') shall be issued.
All the Shares are new and will be offered to be subscribed for by the Finnish
and international institutional investors selected by the Board of Directors in
deviation from the pre-emptive subscription rights of the shareholders. A
subscription shall comprise of at least 10,000 Shares and the Shares to be
subscribed for shall be divisible by ten.
2 SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price ('Subscription price') of one Share is EUR 6.00 per
Share. The Subscription price is based on the price determined in the
Book-building procedure. EUR 1.69 of the Subscription price shall be recorded as
an increase in share capital and the remainder as an increase in unrestricted
invested equity fund.
3 SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
Subscription of the Shares commences on 8 November 2007 at 6.00 p.m. and ends on
9 November 2007 at 4 p.m. The share subscription shall take place at the head
office of Evli Bank Plc, the lead manager of the offering, at Aleksanterinkatu
19 A, Helsinki or at other location determined by the Board of Directors of the
Company. The subscription shall be performed by submitting the subscription list
to the Company by the end of the subscription period.
The Board of Directors of the Company has a right to extend the subscription
period.
4 TERMS OF PAYMENT
The Subscription price shall be paid during the above-mentioned subscription
period at the latest. The Board of Directors of the Company may extend the
payment period if necessary.
5 RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares entitle to dividend and other rights in the Company as from the
registration of the increase of share capital.
The Shares will be issued in the Finnish book-entry system.
6 REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS
The pre-emptive subscription rights of the shareholders are deviated from since
the purposes of the share issue is to finance the investments in accordance with
the Company's investment plan, secure the Company's growth and maintain the
Company's liquidity. There are thus weighty financial reasons from the Company's
perspective for deviating from the pre-emptive subscription rights of the
shareholders as referred to in Chapter 9 Section 4 of the Finnish Companies
Act.
7 OVER AND UNDER SUBSCRIPTION
The Company's President and CEO may decide to discontinue the reception of the
subscription undertakings in a possible over subscription situation. In an under
subscription situation the Board of Directors of the Company may decide who will
be entitled to subscribe for the Shares that have been unsubscribed for, and the
procedure to be applied in such subscription.
The Board of Directors of the Company shall decide on the approval of the share
subscriptions in accordance with these Terms and Conditions. The Board of
Directors may also during the subscription period decide on the approval of the
subscriptions made that far. A confirmation will be sent to the subscribers with
respect to the subscriptions approved immediately after the approval of the
subscriptions.
8 OTHER ISSUES
The Board of Directors of the Company shall decide on other issues related to
the share issue and the practical arrangements resulting therefrom.
TECHNOPOLIS PLC SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION PRICE DECIDED AND SHARES SUBSCRIBED
| Source: Technopolis