TECHOPOLIS PLC STOCK EXCHANGE RELEASE 19 May 2010 at 9:00 a.m. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. TECHNOPOLIS PLC'S DIRECTED SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION PRICE RESOLVED AND SHARES SUBSCRIBED Technopolis Plc's (the “Company”) Board of Directors has in its meeting yesterday on 18 May 2010 resolved, by virtue of the authorization of the Annual General Meeting of 26 March 2009, to issue 5,700,000 new shares in deviation from the shareholders' pre-emptive subscription rights to Finnish and international institutional investors. There are weighty financial reasons for the share issue since the purpose of the issue is to strengthen the Company's capital structure, finance decided growth projects and support the Company's growth. The shares were offered to Finnish and international institutional investors by way of a book-building process between 17 May 2010 and 18 May 2010. The book-building process was discontinued due to over demand on 18 May 2010 at 6:45 p.m. The Company's Board of Directors has yesterday on 18 May 2010 resolved to approve the subscriptions made by the institutional investors. All 5,700,000 shares offered were subscribed for in the share issue, which accounts for approximately 9.9 per cent of all the Company's shares and voting rights immediately prior to the share issue. The subscription price was set to EUR 3.40 per share. The terms and conditions of the share issue are enclosed in this stock exchange release. As a result of the share issue, the number of the Company's shares shall increase to 63,045,341 shares while the share capital remains unchanged at EUR 96,913,626.29. The new shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the shares have been registered with the Trade Register and recorded in the Company's shareholders' register on or about 21 May 2010. Trading in the new shares together with the other shares in the Company will commence on the Official List of NASDAQ OMX Helsinki Ltd on or about 24 May 2010. Oulu 19 May 2010 TECHNOPOLIS PLC Board of Directors For further information, please contact: CEO Keith Silverang, phone + 358 40 566 7785 Distribution: NASDAQ OMX Helsinki Ltd 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 IN-TEND TO REGISTER ANY PORTION OF SUCH OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SHARES IN THE UNITED STATES. APPENDIX: TERMS AND CONDITIONS OF THE SHARE ISSUE The Board of Directors of Technopolis Plc (the “Company”) has on 18 May 2010, pursuant to the authorization granted to the Board of Directors of the Company by the Annual General Meeting of shareholders of the Company on 26 March 2009, resolved to issue a maximum of 5,700,000 new shares (the “Shares”) by a directed share issue on the following terms and subject to the following conditions: 1. Share subscription A maximum of 5,700,000 Shares shall be issued. The Shares are new. The Shares were offered to Finnish and international institutional investors in an accelerated book-built offering in deviation from the shareholders' pre-emptive rights. Based on the book-building the Company's Board of Directors together with its advisors has determined the group of investors that will be offered Shares for subscription. All the Shares will be offered to be subscribed for by institutional investors. The minimum subscription is EUR 50,000. 2. Subscription price and its entry into balance sheet The subscription price is EUR 3.40 per Share (“Subscription Price”). The Subscription Price is based on the price determined in the book-building procedure, which shall be considered the fair value of the Shares. The Subscription Price shall be recorded by the Company into the invested unrestricted equity fund. 3. Subscription period and place of subscription The subscription period commences on 18 May 2010 and ends on 19 May 2010. The share subscription shall take place at the headquarters of the manager of the share issue, Evli Bank Plc at Aleksanterinkatu 19 A, Helsinki or at any other location determined by the Board of Directors of the Company. The subscription shall be performed by delivering the subscription list to the Company's Board of Directors. The Board of Directors of the Company has a right to extend or discontinue the subscription period. 4. Terms of payment The Subscription Price shall be paid between 18 May 2010 and 21 May 2010 to the bank account as designated by the Company. The Board of Directors of the Company may extend the payment period of the Shares. 5. Right to dividend and other rights The Shares are entitled to dividend and carry all other shareholder rights from their registration with the Finnish Trade Register and their recording in the Company's shareholders' register. The Shares will be issued in book-entry form in the Finnish book-entry securities system operated by Euroclear Finland Ltd. 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 purpose of the share issue is to strengthen the Company's capital structure, finance decided growth projects and support the Company's growth. In addition, a directed share issue is justified taking into account the lower costs and faster execution as compared to a rights issue. 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 Board of Directors decides on required actions in potential over and under subscription situations. 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 thus far made. A confirmation will be sent to the subscribers with respect of the subscriptions approved after the approval of the subscriptions. 8. Other issues The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom. The Shares are governed by, and shall be construed in accordance with, Finnish law.
TECHNOPOLIS PLC'S DIRECTED SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION PRICE RESOLVED AND SHARES SUBSCRIBED
| Source: Technopolis