CENCORP CORPORATION STOCK EXCHANGE RELEASE 19 FEBRUARY 2009
The Board of Directors of Cencorp Corporation (“Cencorp”) has today decided,
based on the authorization granted by the annual shareholders' meeting on 22
December 2008, on a directed share issue of total maximum of 44,594,041 new
shares to Sampo Bank Plc. The subscription price is 0.08 euros per share. The
basis for the share issue is the strengthening of the capital structure of the
company and securing the general preconditions of operation. If the share issue
is carried out, the share capital of Cencorp will rise at most to 109,467,763
shares.
The terms of the share issue are attached hereto as appendix 1.
Cencorp has by a stock exchange release dated 28 November 2008 published an
agreement entered into between Cencorp, Savcor Group Oy and Sampo Bank Plc on 28
November 2008, by which the above mentioned parties have agreed on conditional
financing arrangement concerning Cencorp. Sampo Bank Plc has also given a
subscription undertaking on 28 November 2008 according to which it undertakes to
subscribe for the shares directed to it against the 3,567,523.28 Euro senior
loan receivable. The subscription undertaking is valid provided certain
preconditions are met.
Lohja, 19 February 2009
Cencorp Corporation
BOARD OF DIRECTORS
Further information:
Hannu Timmerbacka
Managing Director
Tel. +358 400 620845
E-mail: hannu.timmerbacka@cencorp.com
ATTACHMENT:
DIRECTED SHARE ISSUE TO SAMPO BANK PLC
Cencorp develops and supplies automation solutions to the electronics and
semiconductor industry that enhance productivity.
Distribution:
NASDAQ OMX Helsinki
Main media
APPENDIX 1
DIRECTED SHARE ISSUE TO SAMPO BANK PLC
It was decided upon an issue of new shares against consideration where the
shares are offered, deviating from the shareholders' pre-emptive right of
subscription, for subscription to Sampo Bank plc (hereinafter referred to as the
“SP-issue”). The subscription rights are not transferable. In the event that not
all of the shares offered are subscribed, no other shareholder or any third
party has a secondary subscription right to the shares.
No more than 44,594,041 new shares are offered for subscription in the SP-issue
for a subscription price of 0.08 Euros per share. The subscription price in the
SP-issue can be paid by setting of Sampo Bank plc's 3,567,523.28 Euro senior
loan receivable from the company. The subscription price shall be paid in full
to the reserve of invested unrestricted equity. The subscription price is based
upon agreement with Sampo Bank plc, having regard, inter alia, to the fact that
when the issue is finalised a substantial part of the company's debts would be
converted into equity and thus improve the capital structure of the company, and
to the fact that Sampo Bank plc simultaneously would undertake to amend the
terms its remaining loan receivables to be more favourable to the company.
The subscription period of the SP-issue begins on 25 March 2009 and ends 10
April 2009 or immediately before, if all the shares have been subscribed for.
The subscription price shall be paid by 10 April 2009 at the latest.
The basis for the share issue is the strengthening of the capital structure of
the company and securing the general preconditions of operation. Hence the
deviation from the pre-emptive right of subscription has a weighty financial
reason for the company. Sampo Bank plc has given a subscription undertaking
whereby it undertakes to subscribe the shares offered to it in the SP-issue
against the 3,567,523.28 Euro senior loan receivable it has against the company.
The subscription undertaking is valid provided certain preconditions are met.
With respect to shares that have been subscribed and paid in the share issue,
the board of directors undertakes, without delay after the payment of
subscription price, to take care of the registration of the shares into the
trade register and admission to public trading.
The board of directors shall decide on all other aspects relating to the share
issue.