2014-03-07 17:57:05 CET
2014-03-07 17:58:08 CET
REGULATED INFORMATION
Ixonos - Company Announcement
IXONOS STRUCTURES ITS FINANCING
THE BOARD OF DIRECTORS OF IXONOS PLC HAS DECIDED ON DIRECTING A CONVERTIBLE
CAPITAL LOAN WORTH 3.5 MILLION EURO TO TURRET OY AB FOR SUBSCRIPTION AND ON A
REORGANIZATION OF FINANCING. IN ADDITION, THE COMPANY ISSUES A NEW WORKING
CAPITAL STATEMENT
Helsinki, Finland, 2014-03-07 17:57 CET (GLOBE NEWSWIRE) -- Ixonos Plc
Stock Exchange Release 7 March 2014 at 19:00
IXONOS STRUCTURES ITS FINANCING
Not to be published in or distributed to the United States of America, Canada,
Australia, Hong Kong, South Africa or Japan
THE BOARD OF DIRECTORS OF IXONOS PLC HAS DECIDED ON DIRECTING A CONVERTIBLE
CAPITAL LOAN WORTH 3.5 MILLION EURO TO TURRET OY AB FOR SUBSCRIPTION AND ON A
REORGANIZATION OF FINANCING. IN ADDITION, THE COMPANY ISSUES A NEW WORKING
CAPITAL STATEMENT
The board of directors of Ixonos Plc (“Ixonos” or “Company”) has, by virtue of
the authority granted by the general meeting on 30/10/2013, decided to direct a
convertible capital loan (“Loan”) with a capital of 3.5 million euro and
attached option rights or other special rights (“Special Rights”)referred to in
Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act
(624/2006 as amended) (“Limited Liability Companies Act”) to Turret Oy Ab
(“Turret”) for subscription in deviation from the pre-emptive subscription
right of the shareholders of the Company. The Special Rights entitle Turret or
the holder of the Special Rights to subscribe new shares of Ixonos in
accordance with the terms and conditions concerning the Loan and the Special
Rights (“Terms and Conditions”).
The Loan and related special rights have been issued in order to strengthen the
Company's position of liquid assets, self-sufficiency and working capital and
to optimize the capital structure. Hence, there are weighty financial reasons
for taking the Loan and granting the Special Rights. The Loan's issuing price
and conversion price have been defined on market terms.
The main terms of the Terms and Conditions of the Loan and the Special Rights
are the following:
-- The amount of the Loan is EUR 3.5 million.
-- A fixed annual interest of 6.75 per cent is paid on the principal of the
Loan.
-- The right of conversion attached to the Loan entitles to a maximum amount
21,875,000 of the Company's new shares (“Share”).
-- The rate of conversion is fixed at EUR 0.16, and it shall be revised as set
out in the Terms and Conditions.
-- The term of the Loan is 7/3/2014-7/3/2018.
-- The Loan is a capital loan, described in Chapter 12 Section 1 of the
Limited Liability Companies Act, the principal, interest and other
reimbursement of which are subordinate to all other debts upon dissolving
of the Company and bankruptcy of the Company.
The Loan and directing the attached Special Rights to Turret for subscription
are related to the Company's plan, reported on on 8/10/2013, to gather, in
addition to the capital received from the share issue between 19/11 and
3/12/2013, a maximum of EUR 3.5 million by issuing shares or option rights or
other special rights entitling to shares, defined in Chapter 10 Section 1 in
the Limited Liability Companies Act, in a share issue not based on the
pre-emptive subscription right of shareholders.
In connection with the share issue on 7/11/2013, Turret gave the Company an
undertaking (“Undertaking”) according to which Turret will at the earliest on
31/12/2014 require the Company to repay the short-terms loan (“Debt”) granted
by Turret, altogether around EUR 3.5 million, as the conditions of the
Undertaking were otherwise met. According to the Undertaking accepted by the
Company, Turret has the right, if they so demand, to convert the Debt in
question in full or in part into share capital, a hybrid loan or another equity
instrument pursuant to IFRS that is issued by Ixonos on arms' length terms. The
instrument may include share subscription rights in the form of convertible
capital loan or warrants or in other forms. In the event that the Debts remain
fully or partially unpaid after 31/12/2013, Ixonos undertakes to also negotiate
on the conditions of the Debt in order to make them market-based if Turret so
requests.
Turret has subscribed the Loan and associated Special Rights on 7/3/2014 and
the board of directors of the Company has accepted Turret's subscription.
Turret has paid the Loan to the Company in full by setting off the principal of
the Debts to Turret, amounting to altogether EUR 3.5 million.
The Company's board of directors has also decided to conclude a loan agreement
on long-term complementary financing in borrowed capital terms of EUR 1.0
million and given some of the Company's business mortgages as collateral.
In the arrangement, the financiers party to the Company's main financing
agreement accepted a period free of instalments of the loans of the year 2014
until 15/3/2015 in such a way that the instalment falling due during the period
free of instalments are transferred to the end of the term of the loan into one
bullet repayment without otherwise extending the term of the loan.
Working Capital statement
The Company estimates that is has sufficient working capital for its operations
for the next 12 months from the end of the financial reporting period, provided
that sufficient measures are taken to strengthen the balance sheet and
financial forecasts for year 2014 will materialize.
As part of this, the Company made certain agreements on 7 March 2014 with its
creditors to strengthen the working capital position of the company, as
announced above. The company will continue to take measures to strengthen its
balance sheet and cash position and to streamline its costs and operational
structures.
Measures which are at the Company's disposal to strengthen its balance sheet
include: (i) additional financing, (ii) Board of Directors' authorization to
issue new shares or similar stock issuance rights and mechanisms, (iii) actions
around restructuring company operations for further efficiency, (iv)
postponement of planned investments, (v) divestment of company assets or
functions, or (vi) combinations of the above.
In Helsinki on 7 March 2014
IXONOS PLC
Board of Directors
For more information, please contact:
Esa Harju, Managing Director, tel. +358 40 844 3367, esa.harju@ixonos.com
Teppo Talvinko, Finance Director, tel. +358 40 7153 660,
teppo.talvinko@ixonos.com
Distribution
NASDAQ OMX Helsinki Ltd
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
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.
TERMS AND CONDITIONS OF A CONVERTIBLE CAPITAL LOAN
1. Background and Purpose of the Convertible Capital Loan
The board of directors of Ixonos Oyj (Business Identity Code: 0997039-6,
“Company”) has on 7/3/2014, by virtue of the authority granted by the
shareholders' meeting 30/10/2013, decided, in deviation from the pre-emptive
subscription right of the shareholders of the Company, to direct a convertible
capital loan to Turret Oy Ab (Business Identity Code: 0757932-6, “Turret”), for
subscription in accordance with the terms and conditions hereunder (“Terms”).
Based on the aforementioned decision by the Company's board of directors
(“Board of Directors”), the Parties have today concluded this agreement on
convertible capital loan (“Agreement”) related to option rights or other
special rights (“Special Rights”) which are specified below in section II and
referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability
Companies Act (624/2006 as amended) (“Limited Liability Companies Act”) and
which entitle Turret (or the current holder of the Special Rights) to subscribe
new shares of the Company as specified in these Terms.
As the largest shareholder of the Company, has acquainted themselves with the
Company's financial and functional position to the extent they have chosen and
stated they shall invest in the Company by granting the Company a convertible
and freely assignable capital loan (“Loan”) subject to these Terms. The Loan
and related Special Rights are issued in order to strengthen the position of
liquid assets, self-sufficiency and working capital and optimize the capital
structure. Hence, there are weighty financial reasons for taking the Loan and
granting the Special Rights. The issuing price and conversion price have been
defined on market terms. No certificates shall be given of the Special Rights,
and no separate compensation shall be paid for the Special Rights.
These Terms set out the specific Terms of the Loan and its subscription.
I Terms of the Loan
2. Amount of the Loan
The amount of the Loan is EUR 3,500,000.
The principal of the Loan shall be recorded on the balance sheet as a separate
item.
The Loan will be divided into order bonds with a nominal value of EUR 100,000
nominal value (each individually “Bond” and together “Bonds”) in accordance
with the Schedule A of these Terms. Thus the maximum amount of the Bonds shall
be thirty-five (35).
3. Subscription of the Bonds and Special Rights
The Bonds and Special Rights attached to these shall be issued in full for
subscription by Turret in deviation from the pre-emptive rights of the
shareholders for subscription. The “Bond Holder” refers to Turret, or when a
Bond has been assigned, the current holder of the Bond.
The amount of loan subscribed is EUR 3,500,000.
Turret subscribes all Bonds granted from the Loan as well as the Special Rights
associated by these by signing these Terms, altogether worth EUR 3,500,000, by
signing these Terms. The subscription price of the Bonds is 100 per cent of the
nominal value of the Loan.
4. Issuing Price of the Bonds and Accepting the Subscription
The issuing price of the Bonds is 100 per cent.
The Board of Directors undertakes to accept the subscription of the Bonds made
by Turret pursuant to these Terms. The Company is obliged to give Turrent the
Bonds immediately in connection with the subscription.
5. Payment of the Subscription
Turret pays the Loan to the Company in full by setting off the payment from the
debts of the Company to Turret, the principal amount of which is EUR 3,500,000
(loan agreement 28/6/2013 and loan agreement 27/9/2013, hereinafter referred to
together as “Debt”). The payment of the principal of the Loan to the Company
and the Debt are mutually considered to be paid and received by the signing of
these Terms, with the exception of unpaid interests incurred to the Debt, the
payment liability of which is not modified by these Terms.
6. Term of Loan
The Bonds shall be dated 7/3/2014.
The term of the Loan is 7/3/2014 - 7/3/2018. The principal of each Bond shall
be repaid in one instalment on 7/3/2018 (“Maturity Date”), provided that the
conditions for repayment in section 7 A are met.
7. Repayment of the Bonds
A) Repayment at the Maturity Date
The principal of the Bonds may be repaid only in accordance with the provisions
of Chapter 12 Section 1(2) of the Limited Liability Companies Act if the sum
total of the unrestricted equity and all of the capital loans of the Company at
the time of payment exceed the loss on the balance sheet to be adopted for the
latest financial period or the loss on the balance sheet from more recent
financial statements.
If the conditions for repayment of the Bonds are not being met at the Maturity
of the Loan, the principal of the Loan is repaid partly and equally to each
Bond to the extent that this is possible within the framework of the conditions
for repayment. For the remaining part, the repayment of the Bond is postponed
until the corresponding day of the following year until the Bond have been
repaid in full. The Company is obligated to prepare the financial statements of
each accounting period in such a way that the Bonds' conditions of repayment
may be determined at Maturity based on the financial statement or on the
corresponding day of the following year to which the repayment of the Loan has
been postponed.
In all cases, pursuant to section 8, the interest incurred to the Bonds at the
time of repayment must be paid before the principal of the Loan.
B) Repayment before the Maturity Date
B.1) Repayment when Permitted by the Limited Liability Companies Act
From 7/3/2014 onwards, the Company also has the right to repay the principal of
the Bonds in full or partially by rate 100 per added with the interest accrued
until Maturity, provided that (i) the conditions of repayment in section A and
the conditions of payment of interest in section 8 are being met, and (ii) the
closing price for Company's share in the NASDAQ OMX Helsinki Oy - stock
exchange (Helsinki Stock Exchange) is at least for twenty (20) trading dates
during a period of thirdy (30) consecutive trading dates ending at the earliest
seven (7) days prior to the relevant repayment notice been at leasts 150 per
cent of the valid Exchange Rate. In addition the condition for repayment is
that (i) the principal of the Bonds will be repaid equally to all Bonds and
(ii) the amount of the repayment is at each repayment time at least EUR twenty
thousand ( 20,000) for each Bond or an amount which is higher than this by
multiple of five thousand (5.000).
“Trade Day means in these Terms a day in which the Helsinki Stock Exchange is
open (excluding, however those days on which the Helsinki Stock Exchange closes
prior to the closing time of regular working day.
B.2 Repayment in Specific Situations
In addition to the abovementioned, the Company has the right to repay the
principal of all Bonds in full with 100 per cent added to the rate and with the
interest accrued until maturity, provided that the conditions of repayment
described above in section 7 A and the conditions of payment of interest below
in section 8 are met, if, as a result of the laws or provisions concerning the
state of Finland, some municipality or authority with taxing power being
changed or the provisions or the general application or official interpretation
of such a law or provision being changed so that:
(i) the Company is obligated or becomes obligated to withhold tax at source,
withholding tax or other similar tax or payment from the interest of the Loan;
or
(ii) the Company is not entitled to deduct the interests of the Loan in their
income taxation in Finland in the same extent as on the date the term of loan
started.
A condition to the repayment of the Loan is that a known and independent legal
adviser or audit firm chosen by the Company's Board of Directors has given a
statement showing that
(a) the abovementioned change has taken place or shall take place and that
(b) the Company is and shall be liable to make such extra payments as a result
of the change or, as a result of the change, is not entitled to make the
abovementioned deduction in their income taxation.
An additional condition for the repayment of the Bonds is that the
abovementioned change comes into effect on the date the term of the loan
started or after the date.
B.3 Conduct when Company Repays Loan before the Maturity Date
The repaid principal of the Bond does not accrue interest after the announced
date of repayment. In addition to the repayment referred to here, the Company
must reserve Turret a special right to conversion in accordance with sections
11 and 18.
If Bond Holder wishes to use their right to conversion instead of receaving
repayment as referred to here, the Bond Holder must request converting the Loan
into shares at least 14 days before the date of repayment reported by the
Company. In such a case, Bond Holder is entitled to set as a condition for the
conversion of shares that the repayment takes place on the date of repayment
reported by the Company.
The Company must without delay yet always at most within five (5) banking days
after the conversion has taken place take the actions necessary to enter the
converted shares into the Trade Register and into the book-entry account
communicated to the Company by Bond Holder, including stating the number of
shares given in return for the Bonds for the purposes of entering the
information into the Trade Register.
C) Other factors related to repayment
The Company must notify Bond Holder of the repayment of the Bonds or use of the
repayment right as well as related measures in accordance with section 18 at
the latest 60 days before the repayment date (“Payment Date”). The notice is
irreversible. The notice shall include at leat the following details: (i)
repayment date, (ii) the repayment amount of the Bonds, (iii) the combined
principal amount of the Bonds, (iv) the valid Exchange Rate and (v) the last
date on which the Bond Holders can use their conversion right.
The principal of the Loan shall be paid to the Bond Holders on the Payment Date.
All Bonds repaid or converted by the Company shall be cancelled without
unnecessary delay and they shall not be issued into circulation again or sold
further.
The Company has no right to buy, repay or convert the Bonds in any other way
than as allowed by these Terms.
8. Interest
The fixed annual interest paid on the principal of the Bonds is 6,75 per cent.
Interest is paid annually in arrears on 7/3. (hereinafter the Interest Payment
Date), for the first time on 15/3/2015 and for the last time at the maturity of
the Loan when the Loan is paid in full. In case the Interest Payment Date is
not a banking day, the interest may be paid on the following banking day.
The first interest period starts on 7/3/2014 and terminates on the first
Interest Payment Date. Each following interest period starts on the preceding
Interest Payment Date and terminates on the following Interest Payment Date.
The last interest period terminates on the date the Loan is repaid in full.
Interest accrues based on actual days, excluding the first and including the
last day of each interest period. Each interest year consists of 365 days
(basis for interest calculation “actual/365”). The interest shall be paid to
the current bank account notified by each Bond Holder to the Company.
Interest for the Bonds may be paid annually, according to the Chapter 12,
Section 1(2) of the Limited Liability Companies Act, only in so far as the sum
total of the unrestricted equity and all of the capital loans of the company at
the time of payment exceed the loss on the balance sheet to be adopted for the
latest financial period or the loss on the balance sheet from more recent
financial statements.
The unpaid interest remains as debt of the Company and an annual interest
according to Interest Payment Act shall be paid on the unpaid interest. The
Company may pay the interest, the payment of which has been postponed, and pay
the interest in whole or in part on a date notified by the Company. In case the
payment is partial, the interest accrued for the interest shall be paid
firstly.
The unpaid interest and interest accrued to the unpaid interest shall however
be paid in full
1. on the banking day following the date of the confirmation of the balance
sheet of the Company, provided that the payment is possible as set out
above, or
2. on the payment of the principal of the Loan. No interest will accrue on the
unpaid interest after the payment date.
The Company shall, pursuant to section 18, inform Bond Holder of the
postponement of the payment of the interest as well as payment of the postponed
interest at least five (5) banking dates prior to the payment of the Interest.
On the Interest Payment Date, first shall be paid the interest accrued on the
unpaid interest and thereafter the unpaid interest and interest for the
precedent year.
In case the Bond cannot be repaid on the Maturity Date, an interest, according
to Interest Payment Act, shall be paid on the unpaid principal of the Bond.
Dividend may be paid only after the interest paid to this Loan and the possible
unpaid interest as well as interest accrued on the abovementioned has been
taken into account as computational deduction of the non-tied equity.
Bond Holder's right to interest in the case that the Bond is converted into
shares is set out in section 14.
9. Privilege of the Loan
Should the Company be placed into liquidation, the Bonds shall fall due 90 days
after the date of the liquidation entry in the Trade Register.
The loan is a capital loan as set out in Chapter 12 Section 1 of the Finnish
Limited Liability Companies Act and its capital, interest and other yield shall
be payable at dissolution or bankruptcy of the Company only at a priority
inferior to that of all other creditors.
The receivables based on the Bonds cannot be used to set off a cross claim
without the approval of the Bond Holder of the Bond in question.
This loan shall not be guaranteed or secured by any collateral by the Company
or any affiliate of the Company.
10. Breaches of Agreement
10.1 Breach of Agreement
“Breach of Agreement” refers to each of the following events:
(a) the Company neglects to pay the principal of the Bond as it has fallen
due, in cases other than specifically allowed by these Terms, and such failure
to pay has continued for more than seven (7) calendar days; or
(b) the Company neglects to pay the interest of the Bonds or any other
payment due based on these Terms, in cases other than specifically allowed by
these Terms, once it has fallen due, and such failure to pay has lasted for
more than fourteen (14) calendar days from the maturity of the interest or
payment in question; or
(c) the Company substantially neglects to carry out one or more of the
responsibilities deriving from these Terms, other than the abovementioned, and
fails to correct this neglect within fourteen (14) calendar days from the
Company receiving a written notice of the neglect from the Bond Holder; or
(d) the Company is insolvent or incapable of paying their debt or ceases,
suspends or threatens to fully or substantially stop or suspend paying their
debt or propose or make an agreement on postponing or reorganizing their loans;
or
(e) the Company is placed into liquidation or declared bankrupt.
10.2 Consequences of Breach of Agreement
(a) If a Breach of Agreement defined in subsections (a)-(c) of section 10.1
has taken place and continues, the interest paid to the Bonds increases by
seven (7) percentage points starting from when the Bond Holder gives written
notice of the Breach of Agreement in question to the Company. The increase of
the interest rate is in effect until the Breach of Contract in question has
been rectified or the Bonds have been made fall due and has been paid as
described in section 10.2(b).
(b) If a Breach of Agreement defined in subsections (d)-(e) of section 10.1
has taken place and continues or if the Breach of Agreement defined above in
subsections (a)-(c) of section 10.1 has not been rectified within fourteen (14)
calendar days from when the Bond Holder has given to the Company the written
notice of the Breach of Agreement in question under section 10.2(a), according
to which the Bonds of the Bond Holder in question immediately fall due and must
be paid, after which the Bonds in question are immediately due and payable
with the accrued interest added to the principal of the Bonds, provided that
the Breach of Agreement has not been rectified before the Company receives the
written notice in question and to the extent as the conditions of repayment
above in section 7 A and the conditions of the payment of interest in section 8
are met.
(c) What is stipulated above does not prevent the Bond Holder from
claiming compensation for damage caused by the Breach of Agreement.
II Terms and Conditions of Conversion into Shares
The Bonds may be converted into new shares of the Company pursuant to the
following Terms and Conditions:
11. Rate of Conversion
The amount of the shares to be given based on the right of conversion shall be
determined by dividing the principal of the Bond by the rate of conversion
(“Rate of Conversion”). The Rate of Conversion of a share is fixed at EUR 0,16.
The Rate of Conversion of a share may be revised as set out below in the
sections 15 and 16.
Each Bond may be converted into 625 000 shares and the Loan in its entirety to
a maximum of 21 875 000 new shares based on the original Rate of Conversion.
The Company may make decisions which under sections 15 and 16 lead into the
deterioration of the Rate of Conversion only if (i) in connection with such a
decision the Company also decides on the increase of the amount of the shares
to be given based on the conversion as set out in Chapter 10 of the Finnish
Limited Liability Companies Act or (ii) decisions made as set out in Sections
15 and 16 are made due to peremptory legislation and in a manner which does not
result in the deterioration of the financial position of the Bond Holders
related to these Terms.
If the Bond Holder, upon conversion, is to receive a fraction of a share, the
fraction shall be paid in money into the bank account notified by the Bond
Holder. The value of the fraction of the share shall be determined based on the
Rate of Conversion.
The amount of the capital of the Loan converted into shares shall be recorded
in the Company's fund for invested unrestricted equity.
12. Period of Conversion
The period of conversion (the “Period of Conversion”) begins on 7/3/2014 and
terminates on 7/3/2018 or when the Loan shall is repaid in full prior to the
maturity date as set out in these Terms.
The Bond Holder is entitled at any time during the Period of Conversion to
convert the Bond into the Company's shares. A Bond cannot be partly converted
into shares. If the principal of a Bond has been repaid party as set out in
section 7.A., the conversion will focus on the remaining principal of the Bond
in total. In case the Bond Holder wants to use its right of conversion, the
Bond Holder must request the conversion of the Loan into shares at least 14
days prior to the Payment Date.
Should the amount of the shares of the Company be amended in accordance with
Section 15 or for another weighty reason, the Board of Directors may
temporarily suspend the conversion of notes into shares for a period which
shall not exceed five consecutive banking days.
13. Conversion Procedure
Bond Holder may use its right to conversion during the Period of Conversion by
delivering a written and signed request to convert (“Request to Convert”) to
the registered address of the Company. In the request to convert, the
book-entry account number into which the shares shall be registered in
connection with the conversion shall be given. The converted Bond shall be
returned to the Company in connection with the conversion.
Delivered Request to Convert cannot be cancelled.
The conversion date of the Bond is the banking day on which the Company
receives the Request to Convert (the “Conversion Date”).
The Bond used for conversion shall be cancelled at the moment the new shares
given based on the conversion have been registered in the Trade Register.
14. Right to Dividend and Other Shareholder's Rights and the Right to Interest
in Connection with Conversion
The new shares shall, for the first time, entitle their holder to dividends
from the accounting year during which the conversion has taken place. The other
shareholders' rights shall commence at the moment the new shares have been
entered into the Trade Register.
When the Bond is converted into shares, the Bond Holder is not entitled to
receive interest on the principle of the Bond accrued since the latest interest
period commenced for the capital converted into shares. However, in case
interest from a previous interest period, and interest accrued thereon, has not
been paid by the time of conversion due to a reason specified in section 8
above or it may not be paid in accordance with the said section, section 8
shall be applicable to such interest and any interest accrued thereon, and, in
connection with the conversion, the Bond Holder shall be provided a separate
certificate concerning the amount of the unpaid interest.
15. Share Issues, Convertible Loans, Option Rights and Other Special Rights
Entitling to Shares before the End of the Conversion Period
If the Company before the end of the Conversion Period issues new shares, or
grants option rights or other Special Rights entitling to shares in accordance
with the shareholders' pre-emptive subscription right, the current Rate of
Conversion shall immediately before such issue or granting of rights be
decreased by multiplying it by the following fractional number (which shall,
however, not exceed 1/1):
(A+B)/(A+C)
in which
A is the total amount of shares immediately before the publication of the terms
and conditions of the aforesaid issue or granting of rights,
B is the amount of shares that could be purchased by the total consideration
received from the issue of shares or the granting of option rights and other
special rights entitling to shares and exercising them, if the average price
weighted by the trade of the share during the five successive trading days
immediately preceding the day on which the terms and conditions of the
aforesaid issue or granting of rights was published is used as the price of the
share, and
C the amount of shares issued or the maximum amount issued based on the
exercise of the option rights or other special rights entitling to shares
calculated on the day of issuing the option rights or other special rights
entitling to shares.
When calculating the total consideration referred to above, the costs caused by
or otherwise relating to the issuing or offering of shares, option rights or
other special rights entitling to shares are not deducted. If the consideration
is fully or partly other property than cash, the consideration shall be the
market value of such property at the time of the transfer of the property.
If the Company before the end of the Conversion Period issues new shares, or
grants new option rights or other Special Rights entitling to shares in
deviation from the pre-emptive subscription right of the shareholders at a
price per share (or, as for option rights or other special rights entitling to
shares, the total price received from the issue and use of such rights) which
is less than 95 per cent of the average prive weighted by the exchange of
shares counted during five consecutive trading days that immediately precede
the day when the issue of the shares, option rights or special rights entitling
to shares was published for the first time, the Conversion Rate is lowered by
dividing the Conversion Rate immediately preceding the issue by the following
fractional number:
(A+B)/(A+C)
in which
A is the total amount of shares immediately before the publication of the terms
and conditions of the aforesaid issue or granting of rights,
B is the amount of shares that could be purchased by the total consideration
received from the issue of shares or the granting of option rights and other
special rights entitling to shares and exercising them, if the average price
weighted by the trade of the share during the five successive trading days
immediately preceding the day on which the terms and conditions of the
aforesaid issue or granting of rights was published is used as the price of the
share, and
C the amount of shares issued or the maximum amount issued based on the
exercise of the option rights or other special rights entitling to shares
calculated on the day of issuing the option rights or other special rights
entitling to shares.
When calculating the total consideration referred to above, the costs caused by
or otherwise relating to the issuing or offering of shares, option rights or
other special rights entitling to shares are not deducted. If the consideration
is fully or partly other property than cash, the consideration shall be the
market value of such property at the time of the transfer of the property.
16. Rights of the Holder of a Share of the Loan in Certain Special Situations
Acquisition or redemption of the Company's own shares or option rights or other
special rights
If the Company before the end of the Conversion Period resolves to acquire or
redeem its own shares in a way that such acquisition or redemption is made at a
price per share (before costs) that is higher that the applicable Conversion
Rate at the time of the acquisition, the Conversion Rate is lowered by an
amount received by dividing the amount of shares outstanding immediately prior
to such acquisition or redemption by the total amount by which the redemption
or purchase price of the acquired shares exceeds such Conversion Rate.
In any other cases, an acquisition or redemption of the Company's own shares
has no impact on the Conversion Rate.
If the Company before the end of the Conversion Period resolves to acquire or
redeem back to the Company option rights or other special rights, the
acquisition or redemption has no impact on Bond Holders position as a holder of
the Loan, provided that there is a sound business reason as provided for in
Chapter 13, Section 1 of the Limited Liability Companies Act.
Distribution of dividend, distribution of assets from reserves of unrestricted
equity to shareholders and reduction of the share capital
If the Company before the end of the Conversion Period distributes dividend or
assets from reserves of unrestricted equity or reduces its share capital or
other restricted capital for the purpose of distributing assets, the Conversion
Rate is lowered by the amount of the distributed dividends or distributed
assets per share at the record date of each such distribution of dividends or
distribution assets. If the Company distributes other property than money, the
market value of such property at the time of the transfer of the property shall
be considered to be the value of such distribution.
Liquidation
If the Company before the end of the Conversion Period is placed into
liquidation, dissolved or deregistered, a right to conversion shall be provided
to the Bond Holder within a period determined by the Board of Directors, which
shall be not less than 30 days and which shall end at latest 30 days after the
placing into liquidation, and before the dissolution or deregistration and the
moment of time based on which the entitlement to a share in the distribution
(including a possible advance share) is determined.
Change of Control
If any person acquires more than 90 per cent of Company's shares as set out in
the
Chapter 18, Section 1 of the Limited Liability Companies Act, and thus a right
and obligation to redeem has been created to all shares of the Company and
provided that the right to convert the Bonds into shares has been used within
60 days, from the moment the Company has informed the Bond Holders of the above
mentioned event, the Conversion Price (CPa) is defined as follows:
VHa = VH/
1+ Pr* (c/t)
VH means the Conversion Price which was valid just prior to the above mentioned
event.
Pr means the original exchange premium 27,5 %.
c means the number of the days during the time period, which starts on the day
of the occurrence of the event (including the mentioned day) and terminates on
the Maturity Date (excluding the mentioned day).
t refers to the number of days within a period which begins on the first day of
the loan period 7/3/2014 (including the date) and ends on the Maturity date
(excluding the date).
If the repayment of the principal of the Loan is delayes in a situation set
out in the section 7, the Maturity Date is such first day following the
occurrence of the event on which the repayment of the Loan is reconsidered for
the next time in accordance witt the section 7.
Conversion Price is however not revised, if the VHa calculated based on the
formula is bigger than VH.
The Company shall inform the Bond Holders of the events mentioned above in
subsections (i) and (ii) without any unnecessary delay.
Changing the Company Form from a Public into a Private Limited Liability Company
If the Company before the end of the Conversion Period changes its Company form
from a public into a private limited liability Company, a right to conversion
shall be provided to the Bond Holders before the change within a period which
shall be determined by the Board of Directors and no less than 30 days in
duration. The change shall, however, not cause the right of conversion to
terminate.
Merger and demerger
In a merger or demerger, the conversion right of the Bond shall continue but in
such a way that it shall entitle to a conversion into shares of the companies
remaining after the merger or demerger or to another merger or demerger
consideration corresponding to the conversion rate specified in the merger or
demerger plan in accordance with the provisions below in this section.
If the Company before the end of the Conversion Period merges as a merging
company into another company or in a combination merger merges into a company
to be incorporated or the Company demerges (entirely or partly), the Company
shall notify Bond Holder of this without delay and commence necessary measures
to ensure that the Bonds may be converted after the merger or demerger into
such class and amount of shares, other securities or assets, to which a
shareholder would be entitled based on the shares that would have been issued,
had the Bonds been converted into shares immediately prior to the execution of
the merger or demerger. The Company shall ensure that the terms of the Bonds
(including but not limited to the Conversion Period, the adjustments to the
Conversion Rate based on share issuances and consequences of breaches of
contract) remain after the merger or demerger as unchanged as possible.
The process described above is also applicable to a cross-border merger or
demerger or in case the Company, after having changed its company form into a
European Company or otherwise, transfers its domicile from Finland to another
member state of the EU.
III Other provisions
17. Technical amendments
The Board of Directors is entitled to change the technical procedures related
to payment as well as the conversion of shares or other similar matters related
to the Bonds without Bond Holders approval, provided that such changes do not
weaken Bond Holders financial position in relation to this Agreement (including
Loan and Special Rights).
The Company shall notify Bond Holders of changes pursuant to section 18.
18. Notifications
Any notifications concerning the Loan shall be delivered to the Bond Holders by
an email to the email address that the Bond Holders have informed to the
Company.
Company has an obligation to keep a register of the Bond Holders, into which
will be registered each Bond Holder, the amount of the Bonds held by him, the
bank account number notified for the payments to be paid in accordance with
these Terms and the email address mentioned above. The Bond Holder has no right
to receive information concerning the information provided by the other Bond
Holders to the company, unless this right is due to other commitment or
legislation.
The Bond Holder is responsible to inform the company immediately, if there are
significant changes in the information mentioned above and registered to the
register or he assigns the Bonds.
Information given to the Company must be delivered by a registered letter,
email or personally in the following manner (or to other address or email
address with contact information, which has been informed to the Bond Holders
from time to time in accordance with this section 18):
Address: Ixonos Oyj, PL 284, 00811 Helsinki, Finland
Email: teppo.talvinko@ixonos.com
19. Falling under statute of limitations
If the capital or interest cannot have been paid for reasons related to Bond
Holder within three years from when the payment was first due according to
these loan terms, the right to receive such a payment has been lost.
20. Creditors' Meeting
1. The Board of Directors of the Company may convene a meeting of Bond Holders
(“Creditors' Meeting”). The same right have the Bond Holders that alone or
together own at least 40 % of the principal of the outstanding Loan.
2. The Creditors' Meeting is entitled to make the decisions binding the Bond
Holders which base on the proposal of the Board of Directors or those Bond
Holders who convened the meeting:
1. on modification of these Terms
2. on temporary waiver of these Terms; and
3. on incorporation of the Bonds to the Finnish book-entry system. When the
Creditors Meeting makes a decision set out in this sub-section (iii),
the Company shall immediately take appropriate actions to incorporate
the Bonds to the book- entry system and for the registration of the
Bonds to the Bond Holder's book-entry account which has been informed to
the Company.
3. Notice to the Creditors' Meeting shall be published at the earliest 28 and
at least 7 days prior to the meeting day in accordance with the section 18.
The notice shall specify the time, place and agenda of the meeting as well
as action required from the Bond Holders to attend the meeting.
4. The Creditors' Meeting shall be held in the place identified by the
convenor of the Creditors' Meeting and its chairman is nominated by the
Convenor of the Creditors' Meeting.
5. Creditors' Meeting shall constitute a quorum if one or more Bond Holders
representing alone or together at least 40 % of the outstanding Loan
capital are present. The Creditors' Meeting shall however constitute a
quorum to decide on the qualified majority matter specified hereunder in
section 20j, if one or more Bond Holders representing alone or together at
least 50 % of the outstanding Loan capital are present.
6. If, within 30 minutes after the time appointed for the start of any
Creditors' Meeting, a quorum is not present, any consideration on matters
to be dealt with at the Creditors' Meeting may, at the request of the
convenor be adjourned to a new Creditors' Meeting, to be convened at the
earliest 14 calendar days and at the latest 28 days in the place
identified by the convenor of the Creditors' Meeting. The adjourned
Creditors' Meeting shall constitute a quorum if the Bond Holders alone or
together represent at least 10 per cent or more of the principal
outstanding Loan are present. The new Creditors' Meeting shall however
constitute a quorum to decide on the qualified majority matter specified
hereunder in section 20j, only if one or more Bond Holders representing
alone or together at least 50 % of the outstanding Loan capital are
present.
7. Notice of an adjourned Noteholders' Meeting shall be given in the same
manner as notice. The notice shall also state the conditions for the
constitution of a quorum.
8. Voting rights of the Bond Holders shall be determined according to the
principal of the Bonds held. The Company and its affiliates shall not hold
voting rights at the Creditors' Meeting. Resolutions shall be carried by a
majority of the votes cast. In the event of a tied vote, the Chairman of
the meeting shall have the casting vote. Resolutions specified in the
section 20(j) shall be carried by a majority of two-thirds (2/3) of the
votes cast.
9. A representative of the Company and a person authorised to act for the
Company may attend and speak at a Creditors' Meeting.
10. A Creditor' Meeting is entitled based on the proposition of the convenor of
the Creditors Meeting make the following qualified majority decisions by a
majority of two-thirds (2/3) of the votes cast:
1. change on the basis of the interest calculation of the Loan
2. change of the currency of the Loan
11. Resolutions passed by a Creditors' Meeting shall be binding on all Bond
Holders irrespective of whether they have been present at the Creditors'
Meeting and irrespective of whether the decision of the Creditors' Meeting
has been marked to their Bonds. The Bond Holders is responsible to inform
the decisions of the Creditors' Meeting to the assignee of the Bonds.
12. Modifications of the terms of the loan, which require approval of the
shareholders' meeting, cannot be unilaterally modified by a decision of the
Creditors' Meeting. Such modification of the terms of the Loan becomes
valid at the approval of such modification by the shareholders' meeting.
13. If the Company based on these Terms have the unilateral right to decide on
certain action, decision on such matter foes not require approval of the
Creditors' Meeting.
14. Decrease of principal or interest of the Loan, modification of requirements
for quorum of Creditors' Meeting or modification on requirements for
qualified majority decisions or change in of the Term of the Bonds require
however the approval of all Bond Holders, which can be given at the
Creditors' Meeting or in other verifiable manner
15. Notwithstanding this section the Bond Holders can without convening a
Creditors' Meeting decide on matters belonging to the Creditors' Meeting.
The decision must be recorded, dated and signed by all Bond Holders and the
Board of Directors of the Company.
21. Taxation
All payments related to the Bonds and to be made by the
Company or on behalf of it, shall be made without any withholding tax, tar,
customs or any other authoritative payments regulated or collected by the state
of Finland, or any municipality or any authority entitled to tax, unless the
deduction or withholding of such tar, customs or any other authoritative
payments is required by a law or other statute. The Company shall not be
responsible to pay any additional or extra payment due to such withholding.
22. Law and dispute resolution
These Terms shall be governed by and construed in accordance with the laws of
Finland. Any disputes arising from these Terms shall be finally settled in
arbitration in accordance with the Arbitration Rules of the Finland Central
Chamber of Commerce. The arbitration court shall consist of one (1) arbitrator.
The place of arbitration shall be Helsinki, Finland.
23. Force majeure
The Company is not liable for damage resulting from unreasonable difficulties
to the operations on account of force majeure or other similar reason.
24. Place and date
Helsinki, 7/3/2014
IXONOS PLC TURRET OY AB
IXONOS PLC
Esa Harju
President and CEO
For more information:
Esa Harju, President & CEO, Ixonos Plc, tel. +358 40 844 3367,
Esa.harju@ixonos.com
Distribution
NASDAQ OMX Helsinki
Main media
www.ixonos.com
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