Ixonos - Company Announcement

IXONOS PLC’S BOARD OF DIRECTORS HAS DECIDED DIRECTED RIGHTS ISSUE COMPANY’S CURRENT SHAREHOLDERS’ TO RAISE MAXIMUM OF EUR 4.23 MILLION

Helsinki, Finland, 2013-01-16 12:23 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          16 January 2013 at 13:20 




Not to publish in or distributed to The United States of America, Canada,
Australia, Hong Kong, South Africa or Japan 



- The subscription price is EUR 0.21 per share.

- Subscription ratio: Three existing shares entitle the holder to subscribe for
four new shares (3:4). 

- The ex-rights date is 17 January 2013 and the record date for the rights
issue is 21 January 2013. 

- Subscription rights will be traded in Nasdaq OMX Helsinki from 24 to 31
January 2013. 

- The rights issue subscription period will run from 24 January to 7 February
2013. 



Pursuant to the authorisation granted by Ixonos' Extraordinary General Meeting
on 15 January 2013, the Board of Directors of Ixonos Plc has decided to issue
up to 20,136,645 shares in accordance with the pre-emptive rights of the
current shareholders. The funds raised from share issue are planned to be used
to carrying forward company's change process and strengthen Company's Balance
sheet. 

Shareholders who are registered on the company's shareholder list, held by
Euroclear Finland, on the record date, 21 January 2013, will automatically get
one freely tradable subscription right per owned share. For every three
subscription rights the holder is entitled to subscribe for four shares. The
subscription price is EUR 0.21 for every subscribed share. This price
represents a discount of approximately 51 per cent on the theoretical ex-rights
price (TERP) based on the closing price of Ixonos Plc.'s share at NASDAQ OMX
Helsinki on 15 January 2013. 

In order to ensure the equal treatment of shareholders and the 2011 Stock
Option holders the Board of Directors of the Company has on 16 January 2013,
due to the Offering, adjusted the subscription ratio and the subscription price
of the 2011 Stock Options in accordance with the terms and conditions of the
2011 Stock Options. As regards stock options IV A, the subscription ratio shall
be amended to 2,333 and the subscription price shall be amended to EUR 0, 489
per share. As regards stock options IV B and IV C, the subscription ratio and
subscription price will accordingly be changed in connection with a potential
grant of such stock options. 

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.  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. 

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. 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 Company has left Prospectus in Finnish related to share issue for approval
to Finland's Financial Supervisory Authority. If the Prospectus is approved by
17 January 2013 it is 21 January 2013 available at Ixonos Headquarters
Hitsaajankatu 24, 00810 Helsinki, Finland, at NASDAQ OMX Helsinki, Fabianinkatu
14, 00100 Helsinki and in digital form at Company's web Pages www.ixonos.com.
The approval of prospectus will be announced separately. 

The preliminary result of the rights issue will be announced on approximately 8
February 2013. The final result will be announced on approximately 13 February
2013. 



Pohjola Corporate Finance Ltd is the lead manager of the rights issue.



Helsinki, 16 January 2013



IXONOS OYJ

The Board of directors





Additional Information



Esa Harju, CEO and President, tel, +358  40 844 33 67 email.
esa.harju@ixonos.com 

Timo Leinonen CFO, Senior Vice President. +358 400 793 073 email.
timo.leinonen@ixonos.com 



Distribution

NASDAQ OMX Helsinki Oy

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
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 THE OFFERING

The Extra Shareholders' Meeting of Ixonos Oyj (the “Company”) held on 15
January 2013 authorised the Company's Board of Directors to decide by one or
several decisions on the issuance of shares against payment and option rights
or other special rights entitling to shares referred to in Chapter 10 Section 1
of the Finnish Companies Act and conveyance of own shares held by the Company.
The maximum number of new shares to be issued and own shares held by the
Company to be conveyed may not in total exceed 40,000,000 shares, which
corresponds to approximately 265 per cent of all the shares in the Company at
the date hereof. The authorization will be valid until the end of the 2013
Annual General Meeting. 

On 16 January 2013, the Board of Directors of the Company resolved, based on
the above authorization of the Extra Shareholders' Meeting, to issue a maximum
of 20,136,645 new shares (the “Shares”) through a share issue based on the
pre-emptive subscription right of shareholders as set forth in these terms and
conditions (the “Offering”). 

The Shares to be issued in the Offering represent approximately 133 per cent of
the total shares and voting rights in the Company before the Offering and
approximately 57.1 per cent of the total shares and voting rights in the
Company after the Offering provided that the Offering is subscribed in full. 

Pohjola Corporate Finance Oy (the "Lead Manager") acts as Lead Manager of the
Offering. 

Right to Subscribe

Right to Subscribe with Subscription Right

The Shares will be offered for subscription by the shareholders of the Company
in proportion to their shareholding in the Company. 

A shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on the record date of 21 January 2013 of
the Offering (“Record Date”) will automatically receive one (1) freely
transferable subscription right (the “Subscription Right”) as a book-entry
(ISIN FI4000059068) for every one (1) share owned on the Record Date. 

A shareholder, or a person or an entity to whom the Subscription Rights have
been transferred, is entitled to subscribe for four (4) Shares for every three
(3) Subscription Rights. No fractions of Shares will be allotted. 

Right to Subscribe Unsubscribed Shares without Subscription Rights

The Board of Directors of the Company will decide to offer Shares that have
potentially not been subscribed for with Subscription Rights in a secondary
offering to shareholders or other investors that have during the Subscription
Period defined below submitted an order to subscribe for Shares without
Subscription Rights. 

Subscription and Underwriting Undertakings

Of the Company's shareholders, Turret Oy Ab ("Turret"), SEB Life International
Assurance Company in relation to an insurance policy, Ilari Koskelo, the
Chairman of the Company's Board of Directors Pertti Ervi, the Company's CEO Esa
Harju and certain other persons of the management of the Company, representing
a total of approximately 31.9 per cent of the shares of the Company, have
irrevocably committed to subscribe for their relative portion of the Shares in
the Offering. The subscription 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 Offering, exceeds 30 per cent of the voting
rights attached to the Company's shares. 

In addition to the subscription undertakings, Turret has given an underwriting
commitment concerning Shares that otherwise possibly remain unsubscribed for in
the Offering in an amount of EUR 0.5 million and Ilari Koskelo in an amount of
EUR 0.5 million. 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 relevant
subscription commitment and the relevant underwriting commitment, exceed 30 per
cent of the voting rights attached to the Company's shares. 

The execution of the subscription undertakings and underwriting commitments is
subject to certain customary conditions. The subscription undertakings
represent approximately 55.5 per cent of the maximum amount of Shares in the
Offering. 

Subscription Price

The Shares may be subscribed for in the Offering at the subscription price of
EUR 0.21 per Share (the “Subscription Price”). The Subscription Price will be
recorded in its entirety under the invested unrestricted equity fund. The Share
Subscription Price has been set such that it includes a discount of
approximately 70.8 per cent compared to the closing price of the Company's
share on the trading day preceding the decision on the Offering. 

Subscription Period

The subscription period will commence on 24 January 2013 at 9:30 a.m. (Finnish
time) and expire on 7 February 2013 at 4:30 p.m. (Finnish time) (the
“Subscription Period”). Account operators may impose a deadline for
subscription that is earlier than the expiry of the Subscription Period. 

Subscription for Shares and Payments

A holder of Subscription Rights may participate in the Offering by subscribing
for Shares pursuant to the Subscription Rights registered on his or her
book-entry account and by paying the Subscription Price. Each three (3)
Subscription Rights entitle their holder to subscribe for four (4) Shares.
Fractional Shares cannot be subscribed. In order to participate in the
Offering, a holder of Subscription Rights must submit a subscription assignment
in accordance with the instructions given by the Lead Manager or the relevant
account operator. 

A shareholder or other investor may subscribe for Shares without Subscription
Rights by giving a subscription assignment and paying the Subscription Price.
The subscription assignment shall be given in accordance with the instructions
given by the Lead Manager or the relevant account operator. If the subscriber
also subscribes for Shares on the basis of Subscription Rights, the
subscription made without Subscription Rights shall be made simultaneously with
the subscription on the basis of Subscription Rights. If the subscriber gives
several subscription assignments without Subscription Rights, such assignments
will be consolidated into one assignment per subscriber. 

Subscription orders can be submitted in the following subscription places:

- at the offices of the cooperative banks belonging to the OP-Pohjola Group and
of Helsinki OP Bank Plc during their business hours; 

- via the OP call service at +358 (0) 100 0500. Customers subscribing through
the call service need a personal network service agreement with the OP-Pohjola
Group. When subscribing through the call service, the identification of the
shareholder will be confirmed by network identification codes; and 

- with account operators who have an agreement with the Lead Manager regarding
receipt of subscriptions. 

The Subscription Price of the Shares subscribed for in the Offering shall be
paid in full at the time of submitting the subscription assignment in
accordance with the instructions given by the Lead Manager or the relevant
account operator. 

Shareholders and other investors participating in the Offering whose shares or
Subscription Rights are held through a nominee must submit their subscription
assignments in accordance with the instructions given by their custodial
nominee account holder. 

Any subscription with or without Subscription Rights is irrevocable and may not
be modified or cancelled otherwise than as stated in section “Cancellation of
Subscriptions under Certain Circumstances” in these terms and conditions. 

Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 7 February 2013 will expire without any compensation. 

Cancellation of Subscriptions under Certain Circumstances

If the registration document or the securities note relating to the Offering
(jointly the "Prospectus") is supplemented between the time the Prospectus was
approved by the Finnish Financial Supervisory Authority and the time when
trading in the Shares begins due to a material mistake or inaccuracy relating
to the information in the Prospectus which could be of material relevance to
the investor, then investors who have already agreed to subscribe for Shares
before the supplement is published, shall have the right to withdraw their
subscription. The investors have a right to withdraw their subscription within
two (2) banking days or within a longer period determined by the Finnish
Financial Supervisory Authority for special reasons, however, at the latest
four (4) banking days after the supplement has been published. The right to
withdraw can only be exercised if an investor has subscribed for Shares before
the supplement is published and such supplement has been published during a
time period between the beginning of the Subscription Period and when the
trading of the interim shares corresponding to the Shares subscribed for by the
virtue of the Subscription Rights has begun on NASDAQ OMX Helsinki Oy (the"Helsinki Stock Exchange"). The withdrawal of a subscription applies to the
subscription to be withdrawn as a whole. The right to withdraw and the
procedure for such withdrawal right will be announced together with any such
possible supplement to the Prospectus through a stock exchange release. If the
holder of a Subscription Right has sold or otherwise transferred the
Subscription Right, such sale or transfer cannot be cancelled. 

Public Trading of the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights any time
before the public trading in Subscription Rights ends. The Subscription Rights
are subject to public trading on the Helsinki Stock Exchange between 24 January
2013 at 9:30 a.m. (Finnish time) and 31 January 2013 at 6:30 p.m. (Finnish
time). 

Approval of the Subscriptions

The Board of Directors of the Company will approve all subscriptions based on
Subscription Rights made in accordance with these terms and conditions of the
Offering and applicable laws and regulations. 

If all Shares to be issued in the Offering have not been subscribed for by
virtue of the Subscription Rights, the Board of Directors of the Company will
resolve to allocate Shares subscribed for without Subscription Rights as
follows: 

  -- primarily to those who have subscribed for Shares on the basis of
     Subscription Rights as well. If the Offering is over-subscribed by such
     subscribers, the allocation to such subscribers will be made in proportion
     to the number of Subscription Rights exercised for subscription of Shares
     by that subscriber and, if this is not possible, by drawing lots;
  -- secondarily to those who have subscribed for Shares only without
     Subscription Rights and, if the Offering is over-subscribed by such
     subscribers, the allocation to such subscribers will be made in proportion
     to the number of Shares subscribed for by that subscriber and, if this is
     not possible, by drawing lots;
  -- thirdly to the parties having given a underwriting commitment, as set out
     in these terms and conditions of the Offering, up to the maximum amount and
     in accordance with the other terms and conditions of such underwriting
     commitment to the effect that the use of underwriting commitments is, if
     necessary, determined in proportion to the amount of the underwriting
     commitment and, if this is not possible, by drawing lots. The subscription
     period for the parties having given underwriting commitments ends on 13
     February 2013 at 9:30 a.m. (Finnish time).

The Company's Board of Directors will approve the subscriptions on or about 13
February 2013. The Company will publish the final result of the Offering in a
stock exchange release on or about 13 February 2013. Should the subscriber not
receive all Shares subscribed for without Subscription Rights, the subscription
price for the Shares not received by the subscriber will be repaid to the bank
account informed by the subscriber in connection with the subscription on or
about 14 February 2012. No interest will be paid for the repayable funds. 

Registration of the Shares to the Book-entry Accounts

The Shares subscribed for in the Offering by virtue of the Subscription Rights
will be recorded on the subscriber's book-entry account after the registration
of the subscription as interim shares (ISIN Code FI4000059076), corresponding
to the new Shares. The interim shares are combined with the existing share
class of the Company (ISIN Code FI0009008007) on or about 14 February 2013. The
Shares subscribed for and approved without Subscription Rights will be recorded
on the subscriber's book-entry account after the registration of new Shares
with the Trade Register, on or about 14 February 2013. 

Shareholder Rights

The Shares will entitle their holders to full dividend and other distribution
of funds declared by the Company, if any, and to other shareholder rights in
the Company after the new Shares have been registered with the Trade Register
and in the Company's shareholder register, on or about 14 February 2013. 

Treatment of Holders of Stock Options

According to the terms and conditions of the stock options resolved upon by the
Board of Directors of the Company on 30 November 2011 (“2011 Stock Options”) by
virtue of an authorization granted by the Annual General Meeting of the Company
held on 29 March 2011, a 2011 Stock Option holder shall have the same right as,
or an equal right to, that of a shareholder should the Company, before the
share subscription based on the 2011 Stock Options, decide on an issue of
shares or an issue of new stock options or other special rights entitling to
shares. Equality is reached in the manner determined by the Board of Directors
by adjusting the number of shares available for subscription, the share
subscription prices or both of these. 

In order to ensure the equal treatment of shareholders and the 2011 Stock
Option holders the Board of Directors of the Company has on 16 January 2013,
due to the Offering, adjusted the subscription ratio and the subscription price
of the 2011 Stock Options in accordance with the terms and conditions of the
2011 Stock Options. As regards stock options IV/A, the subscription ratio shall
be amended to 2.333 and the subscription price shall be amended to EUR 0.489
per share. As regards stock options IV/B and IV/C, the subscription ratio and
subscription price will accordingly be changed in connection with a potential
grant of such stock options. 

The total amount of shares is rounded down to full shares in connection with
subscription of the shares and the total subscription price is calculated using
the rounded amount of shares and rounded to the closest cent. Due to the above
adjustments concerning stock options IV/A, the adjusted maximum total number of
shares to be subscribed for based on the 2011 Stock Options shall be 1,260,000. 

The foregoing amendments to the terms and conditions of the 2011 Stock Options
due to the Offering will be in force as of the registration of the adjusted
maximum total number of shares to be subscribed for based on the 2011 stock
options with the Trade Register on or about 14 February 2013, provided that the
Offering will be completed in full as planned. Thus, the 2011 Stock Options do
not entitle holders to participate in the Offering. 

Additional information on the terms and conditions of the 2011 Stock Options is
found in the Finnish language registration document relating to the Offering. 

Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are
available for review as of the start of the Subscription Period at the head
office of the Company, Hitsaajankatu 24, FI-00810 Helsinki. 

Applicable Law and Dispute Resolution

The Offering and the Shares shall be governed by the laws of Finland. Any
disputes arising in connection with the Offering shall be settled by the court
of jurisdiction in Finland. 

Other Issues

Other issues and practical matters relating to the Offering will be resolved by
the Board of Directors of the Company. 

Additional information on the subscription of Shares is found in the Finnish
language securities note relating to the Offering.

Attachments:

Ixonos_stock exchange release_share issue_2013_final.pdf