Helsinki, Finland, 2012-12-21 16:35 CET (GLOBE NEWSWIRE) --
Ixonos, Stock Exchange Release, 21.12.2012 17.35 EET
Not to publish in or distributed to The United States of America, Canada, Australia, Hong Kong, South Africa or Japan
IXONOS PLANS RIGHTS ISSUE TO RAISE MAXIMUM OF EUR 4.3 MILLION
Ixonos Plc ("Ixonos" or "Company")is preparing a share issue (“Share Issue”) directed at the company's present shareholders and intended to raise maximum of EUR 4.3 million. The Board of the Directors is going to propose to extraordinary shareholder’s meeting that the meeting will authorize the Board of Directors to decide on a rights issue of maximum of 40 million new shares against payments in one or multiple share issues. The Share Issue is pending, among other things to the approval of the extraordinary shareholder’s meeting on 15th January 2013. The funds raised in the Share Issue, Company is planning to use to carry forward its’ change project and to strengthen its’ balance sheet. Pohjola Corporate Finance Ltd will act as a lead manager in planned share issue.
Of the Company’s shareholders Turret Oy Ab ("Turret") (approx. 22,8 percent of shares), SEB Life International Assurance Company as investment in Policy (approx. 5,8 percent of shares), Ilari Koskelo (approx. 2,9 percent shares), The Chairman of the Board Pertti Ervi (Approx. 0,27 percent of shares), The future CEO and President Esa Harju (Approx. 0,13 percent of shares) and other persons from company management, Representing a total of approx. 31.9 percent of company shares have given a subscription commitment in full the new shares that their holding’s entitle them to subscribe for.
In Addition Turret has given underwriting commitment to shares that are not subscribed for in the issue with maximum amount of EUR 0,5 Million and Ilari Koskelo with maximum of EUR 0,5 Million. The underwriting commitment given by Turret is conditional upon the Finnish Financial Supervisory Authority having granted Turret a permanent exemption from the obligation pursuant to the Finnish Securities Market Act to make a mandatory public offer for the remainder of the shares and other securities entitling to shares issued by the Company in case Turret’s ownership, as a result of the Share Issue, exceeds 30 per cent of the voting rights attached to the Company’s shares. If the given underwriting commitments are used, such underwritings are only used to the extent the ownership of the parties having given the underwriting does not, as a result of the use of the subscription commitment and the underwriting commitment, exceed 30 per cent of the voting rights attached to the Company’s shares.
The Board of Directors of Company will determine later all the provisions of share issue, including number of issued shares and the subscription price, after the extraordinary shareholders meeting has grant the Board of Directors to decide of the share issue. The planned share issue is intended to carry through before end on February 2013 in accordance with the market conditions.
The invitation to extraordinary general meeting has been published today with a separate stock exchange release. The Board proposals to extraordinary general meeting and other information concerning to extraordinary general meeting is available in Company web pages www.ixonos.com in Finnish.
Helsinki, 21.December 2012
IXONOS OYJ
The Board of directors
Additional Information
Pertti Ervi, the Chairman of the Board of Directors, tel, +33 6 8583 9153
Timo Leinonen CFO, Senior Vice President. +358 400 793 073 email. timo.leinonen@ixonos.com
Distribution
NASDAQ OMX Helsinki Oy
main media
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
