Helsinki, Finland, 2015-03-17 08:30 CET (GLOBE NEWSWIRE) --
SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT 17 MARCH, 2015 AT 09:30AM
SSH Communications Security Corporation is preparing to issue convertible capital securities
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
SSH Communications Security Corporation is preparing to issue convertible capital securities of an estimated EUR 10 million, but not more than EUR 12 million. The convertible capital securities would be offered to be subscribed for institutional investors (private placement). The issue of convertible capital securities would take place in the near future subject to market conditions.
Convertible capital securities are instruments subordinated to the company’s other debt obligations and treated as equity in IFRS consolidated financial statements. Subscribers of the convertible capital securities would receive special rights in accordance with Chapter 10, section 1 of the Limited Liability Companies Act, with the condition that the receivable of the creditor is to be set off against the subscription price of the share. The special rights would be issued pursuant to the authorisation granted by the Annual General Meeting to the Board of Directors on 20 March 2014.
The number of special rights and the subscription price of the shares will be determined based on the volume-weighted average share price (VWAP) of the Issuer on NASDAQ OMX Helsinki Ltd during a period of 30 days preceding the pricing date of the Convertible Capital Securities, however excluding the pricing date, added by 25%.
If the issue takes place, the Company’s main owner Tatu Ylönen has, either directly or through his controlled company Clausal Computing Ltd, undertaken to subscribe for convertible capital securities for a total amount of EUR 2 million, at maximum.
The convertible capital securities would be used to the repayment of the capital securities issued in December 2012 and to strengthen the Company’s cash position, making growth investments and defending and monetizing the Company’s intellectual property rights.
Evli Bank Plc acts as the company’s lead manager and Castrén & Snellman Attorneys Ltd as the company’s legal advisor in the issue of convertible capital securities.
SSH Communications Security Corporation
Jyrki Lalla
CFO
Further Information: Jyrki Lalla, CFO, Tel. No. +358 45 3404641
Distribution:
NASDAQ OMX Helsinki Ltd
Key Media
www.ssh.com
This release is for informational purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any convertible capital securities. The distribution of this release and the related material concerning the issuance of the convertible capital securities are prohibited by law in certain countries. The convertible capital securities are not being offered to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release and the related convertible capital securities documentation only in compliance with applicable exemptions or restrictions. Persons into whose possession this release and the related convertible capital securities documentation may come are required to inform themselves about and comply with such restrictions. This release and the related convertible capital securities documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Canada, Australia, Hong Kong, South Africa and Japan. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell SSH’s convertible capital securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. SSH’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting SSH’s convertible capital securities are aware of these restrictions or not. SSH’s convertible capital securities will not be registered under the US Securities Act of 1933, nor under any securities legislation of any state in the United States, and they may not be offered, sold, resold, delivered, distributed, bought or transferred in the United States or to US citizens or on behalf of US citizens, except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and any applicable state law legislation.