Ixonos
IXONOS: DECICISON OF THE BOARD OF DIRECTORS OF IXONOS PLC ON A DIRECTED SHARE ISSUE IN THE AMOUNT OF APPROXIMATELY EUR 5.8 MILLION, ACCEPTANCE OF TREMOKO OY AB’S SHARE SUBSCRIPTION AND THE STRENGTHENING OF FUNDING AND BALANCE SHEET STRUCTUR
Ixonos 10.02.2015 14:30 Dissemination of a Adhoc News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Helsinki, Finland, 2015-02-10 14:30 CET (GLOBE NEWSWIRE) -- Ixonos Plc Stock Exchange Release 10 February 2015 at 15:30 Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. IXONOS: DECICISON OF THE BOARD OF DIRECTORS OF IXONOS PLC ON A DIRECTED SHARE ISSUE IN THE AMOUNT OF APPROXIMATELY EUR 5.8 MILLION, ACCEPTANCE OF TREMOKO OY AB'S SHARE SUBSCRIPTION AND THE STRENGTHENING OF FUNDING AND BALANCE SHEET STRUCTURE Directed share issue for Tremoko Oy Ab and acceptance of Tremoko Oy Ab's share subscription The Board of Directors of Ixonos Plc ('Ixonos' or 'Company') has decided to issue in a directed share issue ('Share Issue') 96,670,000 new shares ('Shares') to be subscribed for by Tremoko Oy Ab in derogation from the pre-emptive subscription right of the shareholders on the authorisation of the Extraordinary General Meeting on 10 February 2015. The subscription price of the Shares in the Share Issue is EUR 0.06 per Share. The subscription price has been defined as the mean price weighted with the trading amounts of the period 16 December 2014 - 15 January 2015 rounded up to the nearest cent. The funds derived from the Share Issue, 5.8 million euros, will be used to maintain and strengthen the financial standing of the group so there are weighty financial reasons for the Share Issue and for deviating from the pre-emptive right of the shareholders as described in the Finnish Limited Liability Companies Act. The Shares issued and subscribed for in the Share Issue are equivalent to approximately 90.9 per cent of all of the Company's shares and votes before the Share Issue and approximately 47.6 per cent of all of the Company's shares and votes after the Share Issue. The terms and conditions for the Share Issue are appended to this stock exchange release. Tremoko Oy Ab subscribed for the Share Issue in full on 10 February 2015. The Board of Directors of the Company has accepted Tremoko Oy Ab's share subscription. Strengthening of funding and balance sheet structure of Ixonos Ixonos announced on 16 January 2015 that it prepares strengthening its financial standing and balance sheet structure by an arrangement ('Arrangement'), which contains a plan on a directed share issue as well as a loan facility. In addition to the Share Issue, the following actions regarding the Arrangement have been carried out today : -- Tremoko has paid the subscription price of the Shares it subscribes for in connection with the Directed Share Issue by setting off the receivables based on convertible capital loan that it has from Ixonos approximately for an amount of EUR 3.86 million. -- Ixonos has been granted total amount of EUR 4.0 million loans by financial institutions. Tremoko has given a collateral of EUR 4.0 million for the loans. Ixonos shall pay a remuneration of 3.5 per cent of the amount of the collateral per year to Tremoko for giving the collateral. -- Ixonos has paid the debts worth approximately EUR 2.43 million (incl. interest) to Turret Oy Ab. -- Concerning the Arrangement, Ixonos has agreed with its creditors on the restructuring of its funding based on liabilities. The creditors have granted the loans of the Ixonos group taken out before the Arrangement (hereinafter collectively the 'Loan') an exemption from amortisations for the period of 15/3/2015 - 31/12/2015 ('Exemption from Amortisations') so that only 25 per cent of the capital of the Loan falling due during the Exemption from Amortisations will be paid, in deviation from what has been agreed previously. In addition, the original term of the Loan is changed so that the total term of the Loan will be extended until 31 December 2018. The original terms of payment and the instalments have been altered so that the instalments falling due 1/1/2016 - 31/12/2018 will be equal in size and they will be determined on the basis of the capital of the Loan that does not fall due as on 31 December 2015. The provisions concerning the interest and margin will remain as they are despite the Exemption from Amortisations, the extension of the term of the loan and changing the terms of payment and the instalments. Ixonos PLC Esa Harju CEO For more information, please contact: Ixonos PLC, Esa Harju , CEO, tel. +358 40 844 3367, esa.harju@ixonos.com Distribution: NASDAQ OMX Helsinki Main media www.ixonos.com 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 assumes 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. TERMS AND CONDITIONS OF THE SHARE ISSUE The Board of Directors of the Company has decided, on the authorisation of the of the Extraordinary General Meeting on 10 February 2015, to issue 96,700,000 new shares, ('Shares') in accordance with these terms and conditions in a directed share issue in derogation from the pre-emptive subscription right of the shareholders. The funds derived from the Share Issue will be used to maintain and strengthen the financial standing of the group, so there are weighty financial reasons for the Share Issue and for deviating from the pre-emptive right of the shareholders as described in the Finnish Limited Liability Companies Act. The Shares issued in the Share Issue are equivalent to approximately 90.9 per cent of all of the Company's shares and votes before the Share Issue and approximately 47.6 per cent of all of the Company's shares and votes after the Share Issue, provided that the Share Issue is subscribed for in full. Subscription right The Shares are offered to Tremoko Oy Ab for subscription. Subscription price The subscription price of the Shares in the Share Issue is EUR 0.06 per share ('Subscription Price'). The Subscription Price of the Share will be credited in full to the reserve for invested unrestricted equity. The Subscription Price has been defined as the mean price weighted with the trading amounts of the period 16 December, 2014 - 15 January, 2015 rounded up to the nearest cent. Subscription period The shares will be subscribed for on 12 February 2015 at the latest. Subscription for shares and payment The subscription shall be made in the attached subscription list of the minutes of the board meeting, kept in the head office of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland. The Subscription Price of the Shares subscribed for in the Share Issue shall be paid to the Company's bank account in full without undue delay in accordance with the instructions given by the Board of Directors, yet no later than by 12 February 2015. Tremoko Oy Ab is entitled to pay the subscription price in cash and also by setting off the convertible capital loan or any other receivable that the subscriber has from the Company. The subscriptions are binding, and they cannot be changed or cancelled. Shares as subject of trading The Company shall approximately on 25 February 2015, unless otherwise caused by processing by the authorities, publish a prospectus related to the Share Issue ('Prospectus') and apply for the Shares to be available for trading in the Helsinki Stock Exchange without delay after publishing the Prospectus. Approving the subscriptions The Board of Directors of the Company will approve all subscriptions made based on the subscription right and in accordance with these terms and conditions as well as in accordance with the laws and provisions governing share subscription. Entry of new Shares in book-entry accounts The Shares subscribed for in the Share Issue are entered in the subscriber's book-entry account when the new Shares have been entered in the Trade Register, approximately on 12 February 2015. Shareholder rights The new Shares entitle to full dividends possibly distributed by the Company and to other distribution of assets and other productive rights of shareholders in the Company starting from when the new Shares have been entered in the Trade Register and in the shareholders' register of the Company. Information The documents referred to in Chapter 5 Section 21 of the Finnish Limited Liability Companies Act are on view since the start of the Subscription Period in the Company's head office at Hitsaajankatu 24, FI-00810 Helsinki, Finland. Governing law and dispute resolution The Share Issue and Shares shall be governed by Finnish law. Any possible disputes arising from the Share Issue will be resolved by a competent court in Finland. Other matters The Board of Directors of the Company shall decide upon other matters related to the Share Issue and practical measures arising thereof. News Source: NASDAQ OMX 10.02.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Ixonos Finland Phone: Fax: E-mail: Internet: ISIN: FI0009008007 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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