Ixonos Plc Stock Exchange Release 20 June 2007
PAYMENT OF ACQUISITION PRICE FOR THE SHARE CAPITAL OF MERMIT BUSINESS
APPLICATIONS OY - A DIRECTED SHARE ISSUE
By a contract signed on 9 May 2007 Ixonos Plc agreed to acquire the entire share
capital of Mermit Business Applications Oy, a company producing business
critical IT-solutions and services. In accordance with the terms of the share
acquisition contract, the acquisition has been closed today. The basic purchase
price for the share capital of Mermit Business Applications Oy amounted to
1,934,652.20 euros. Possible additional purchase price based on the turnover and
result of Mermit during 1 June 2007 - 31 May 2008 shall be paid in the summer of
2008.
In accordance with the terms of the share acquisition contract, the acquisition
price was paid with new Ixonos Plc shares. To pay the share consideration, the
Board of Directors of Ixonos Plc has decided on a share issue, based on the
authorization of the Annual General Meeting of 22 March 2007, where 391.630 new
Ixonos Plc shares are directed to the owners of Mermit Business Applications Oy
for a share subscription price of EUR 4.94 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 1 Nov
2006 - 30 Apr 2007.
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 3 July 2007.
Of the total number of shares paid as a purchase price to the main owners and
members of the management team of Mermit a total number of 302.570 shares shall
be subject to a transfer restriction ending in two phases on 3 July 2008 and 3
July 2009. Of the shares directed to other owners a total number of 50.930
shares shall be subject to transfer restrictions ending in several phases by 22
Jan 2010.
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 finance companies and public
administration organisations. The number of personnel is c. 700.
In Helsinki on 20 June 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:
Helsinki Stock Exchange
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 20 June 2007 decided
on a directed share issue with the following terms:
New shares
The Company offers a total number of 391,630 new shares for subscription. The
new shares to be issued correspond to approximately 4.8 percent of the Company's
registered 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 owners of Mermit Business Applications Oy in
accordance with the terms of the share purchase agreement concluded between the
parties (the division of the subscription rights attached). The shares are
offered in deviation of the shareholders pre-emptive subscription right in order
to pay the purchase price for the 1,737,252 shares in Mermit Business
Applications Oy and to thus pay the purchase price and thus finance the
acquisition of the shares in Mermit Business Applications Oy and to improve the
capability of the Company to deliver information system projects and to improve
the delivery capacity of the Company with regard to demanding specification-,
planning-, architecture- and integration services in a way that brings synergy
benefits to the Company. 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 20 June 2007 and ends on 21 June 2007 or
earlier when all shares have been subscribed.
Subscription price and contribution in kind
The share subscription price of the issue is based on the terms of the share
acquisition contract and is EUR 4.94. The subscription price corresponds to the
trade volume weighted average quotation of the Company's share on the Helsinki
Stock Exchange during 1 Nov 2006 - 30 Apr 2007.. The total subscription price of
the shares is thus EUR 1,934,652.20. 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 to.
The Company's Board of Directors decides on the approval or rejection of the
subscriptions after the end of the subscription period. The Board of Directors
has the right to decide on canceling the share issue, completely or partly.
Payment of the subscription price
The subscription right holder has the right and obligation to pay the new shares
he has subscribed by transfering, in accordance with the purchase agreement
dated 9 May 2007 regarding the purchase of the shares in Mermit Business
Applications Oy, the shares in Mermit Business Applications Oy owned by the
subscription right holder to the Company. The purchase price is based on the
terms of the purchase agreement. The shares have to be paid by the end of the
subscription period.
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 Company's share register
once the increase in equity and the new shares have been registered in the Trade
Register.
The new shares shall be applied for public trading in the Helsinki Stock
Exchange in the same share class as the Company's present shares. This is
estimated to take place by 3 July 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 on other matters related to the share issue.
PAYMENT OF ACQUISITION PRICE FOR THE SHARE CAPITAL OF MERMIT BUSINESS APPLICATIONS OY - A DIRECTED SHARE ISSUE
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