IXONOS PLC STOCK EXCHANGE RELEASE 21 NOVEMBER 2007
PAYMENT OF ACQUISITION PRICE FOR THE SHARE CAPITAL OF IXONOS ULKOISTUSPALVELUT
OY (FORMER CIDERCONE LIFE-CYCLE SOLUTIONS OY) - A DIRECTED SHARE ISSUE
By a contract signed on 4 September 2007 Ixonos Plc agreed to acquire the entire
share capital of Ixonos Ulkoistuspalvelut Oy (former Cidercone Life-Cycle
Solutions Oy), a company producing business critical wireless and Internet
services.
The base acquisition price for the share capital of Ixonos Ulkoistuspalvelut Oy
amounted to approximately EUR 9 million, EUR 3.8 million of which was paid in
cash at the same time with the signing of the contract. To pay the part of the
base acquisition price payable as share consideration, the Board of Directors of
Ixonos Plc has decided on a share issue to the shareholders of Ixonos
Ulkoistuspalvelut Oy, based on the authorization of the Annual General Meeting
of 22 March 2007. Pursuant to the decision of the Board of Directors of Ixonos
Plc in total 850.000 new Ixonos Plc shares were directed to the shareholders of
Ixonos Ulkoistuspalvelut Oy for a share subscription price of EUR 6.11 per share
and under the conditions of Appendix 1. The share subscription price is based on
the terms of the share acquisition contract and corresponds to the trade volume
weighted average quotation of the Ixonos Plc share on the Helsinki Stock
Exchange during 22 Aug 2007 - 30 Aug 2007. All the shares were subscribed
immediately. In addition, the sellers can be paid an additional acquisition
price based on Ixonos Ulkoistuspalvelut Oy's net profit for fiscal year 2008.
The new shares shall be applied for public trading on the Helsinki Stock
Exchange in the same share class as the company's shares presently traded. This
is estimated to take place by 4 December 2007.
Of the shares directed to sellers, 50 percent will be subject to a transfer
restriction for a 12 month period from the effective date of the acquisition.
Ixonos operates in the ICT service markets, offering its customers flexible
software development, maintenance and project management solutions that support
their competitiveness and risk management. Ixonos's clientele comprises leading
mobile and smartphone manufacturers operating on the global markets, mobile
network suppliers and telecom operators as well as Finnish finance companies and
public administration organisations. The number of personnel exceeds 800.
In Helsinki on 21 November 2007
IXONOS PLC
Kari Happonen
President and CEO
ADDITIONAL INFORMATION:
Ixonos Plc
Kari Happonen
Tel. +358 424 2231, mobile +358 400 700 761, kari.happonen@ixonos.com
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Main media
Appendix 1
T E R M S O F S H A R E I S S U E
Based on the authorization granted by the general meeting held on 22 March 2007
the Board of Directors of Ixonos Plc (the “Company”) has on 16 November 2007
decided upon a directed share issue with the following terms:
NEW SHARES
The Company offers a total number of 850.000 new shares for subscription. The
new shares to be issued correspond to approximately 9.5 percent of the Company's
shares and the votes after the registration of the new shares.
SUBSCRIPTION RIGHT
The new shares will be offered deviating from the shareholders' pre-emptive
subscription right to the shareholders of Ixonos Ulkoistuspalvelut Oy (former
Cidercone Life-Cycle Solutions Oy) in accordance with the terms of the share
acquisition contract concluded between the Company an the before mentioned
shareholders. The shares are offered in deviation of the shareholders
pre-emptive subscription right in order to pay the purchase price for the shares
in Ixonos Ulkoistuspalvelut Oy and to thus finance the acquisition of the shares
in Ixonos Ulkoistuspalvelut Oy, to improve the capability and capacity of the
Company to deliver software and information system projects and maintenance and
to complement the Company's service offering with hosting services. The Board of
Directors thus considers that there are weighty financial grounds for the
deviation from the shareholders' pre-emptive subscription right.
SUBSCRIPTION PERIOD
The share subscription period starts on 16 November 2007 and ends on 23 November
2007 or earlier when all shares have been subscribed.
SUBSCRIPTION PRICE AND CONTRIBUTION IN KIND
The share subscription price of the issue is EUR 6.11 which price corresponds to
the trade volume weighted average quotation of the Company's share on the
Helsinki Stock Exchange during 22 Aug 2007 - 30 Aug 2007. The total subscription
price of the shares is thus EUR 5,193,500. Of the subscription price, EUR 0.04
per share will be added to the share capital and the rest will be entered into
the fund of invested non-restricted equity.
SUBSCRIPTION OF SHARES, APPROVAL OF SUBSCRIPTIONS AND CANCELLATION OF THE SHARE
ISSUE
The subscription of shares is registered on a separate subscription list. The
subscription is binding. A partial subscription is not possible and all shares
shall thus have to be subscribed in whole.
The Company's Board of Directors decides upon the approval or rejection of the
subscriptions after the end of the subscription period. The Board of Directors
has the right to decide on cancelling the share issue, completely or partly.
PAYMENT OF THE SUBSCRIPTION PRICE
The shares shall be paid at the subscription. The subscription right holder has
the obligation to pay the new shares he has subscribed by setting off in whole
the base acquisition price as defined in the share acquisition contract and that
remains after the cash consideration. The set off shall be considered to have
taken place when the Board of Directors has approved the subscriptions.
REGISTERING THE SHARES AND APPLYING FOR THE SHARES TO BE SUBJECT TO TRADE AT
HELSINKI STOCK EXCHANGE
Subscribed and fully paid shares are registered in the subscriber's book-entry
account once the new shares have been registered with the Trade Register.
The new shares shall be applied for public trading in the Helsinki Stock
Exchange. This is estimated to take place by 4 December 2007.
SHAREHOLDERS' RIGHTS
The shares entitle their holder to dividend and other shareholders' rights from
the registration of the new shares.
OTHER MATTERS
The Board of Directors decides upon other matters related to the share issue.
PAYMENT OF ACQUISITION PRICE FOR THE SHARE CAPITAL OF IXONOS ULKOISTUSPALVELUT OY (FORMER CIDERCONE LIFE-CYCLE SOLUTIONS OY) - A DIRECTED SHARE ISSUE
| Source: Digitalist Group Oyj
Recommended Reading
-
Digitalist Group Plc Stock Exchange Release 28 April 2026 at 18:15 DECISIONS OF THE ANNUAL GENERAL MEETING OF DIGITALIST GROUP PLC ON 28 APRIL 2026 AND OF THE BOARD OF...
Read More -
Digitalist Group Plc Stock Exchange Release 28 April 2026 Proposals by Turret Oy Ab to the Annual General Meeting of Digitalist Group Plc Turret Oy Ab, the largest shareholder of Digitalist Group...
Read More