SSH Communications Security Oyj - Company Announcement

SSH Communications Security Corporation issues EUR 4 million hybrid capital securities

Helsinki, Finland, 2012-12-21 14:30 CET (GLOBE NEWSWIRE) -- SSH COMMUNICATIONS
SECURITY CORPORATION   COMPANY ANNOUNCEMENT   21 DECEMBER, 2012 AT 15:30 P.M. 

SSH Communications Security Corporation issues EUR 4 million hybrid capital
securities 

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

SSH Communications Security Corporation has issued a EUR 4 million hybrid
capital securities. The capital securities were subscribed in their entirety by
the company's largest shareholder and Chief Executive Officer, Tatu Ylönen. 

The coupon rate of the capital securities is fixed for the first three years
(5% until 28 December 2013, 9% until 28 December 2014 and 13% until 28 December
2015) and floating thereafter. The capital securities have no maturity but the
company may exercise an early redemption option on each interest payment date. 

The issue date of the capital securities is 28 December 2012. The capital
securities are not being issued in the book-entry system. 

There are weighty financial reasons for the directed issue, as the terms and
conditions of the capital securities are more beneficial to the company than
recent market practice, e.g. with respect to the interest rate and repayment
opportunities, and the creditor has undertaken to offer part of the capital
securities to other shareholders of the company who hold more than 300,000
shares in the company on 31 December 2012. The capital securities will be
offered on the same terms at the start of 2013, but taking into account accrued
interest. 

Pohjola Corporate Finance has provided the company's board of directors a
fairness opinion from the perspective of the company and its shareholders. "Hybrid capital securities improves our possibilities to invest in our growth
strategy, and also defend our patent portfolio if needed", says SSH
Communications Security Corporation's Chief Financial Officer Jyrki Lalla. 

Hybrid capital securities are an instrument that is subordinated to the
company's other debt obligations and that is treated as equity in the IFRS
financial statements. Hybrid capital securities do not confer to their holders
the right to vote at shareholder meetings and do not dilute the holdings of the
current shareholders. 

Castrén & Snellman Attorneys Ltd was the company's legal advisor in the
transaction. 

SSH Communications Security Corporation

Jyrki Lalla
CFO

Further Information: Jyrki Lalla, CFO, Tel. No. +358 45 3404641

Distribution:
NASDAQ OMX Helsinki Ltd
Key Media
www.ssh.com

This release is for informational purposes only and is not to be construed as
an offer to purchase or sell or a solicitation of an offer to purchase or sell
with respect to any hybrid capital securities. The distribution of this release
and the related material concerning the issuance of the hybrid capital
securities are prohibited by law in certain countries. The hybrid capital
securities are not being offered to the public either inside or outside of
Finland. Persons resident outside of Finland may receive this release and the
related hybrid bond documentation only in compliance with applicable exemptions
or restrictions. Persons into whose possession this release and the related
hybrid bond documentation may come are required to inform themselves about and
comply with such restrictions. This release and the related hybrid bond
documentation may not be distributed or published in any country or
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction or would require actions under the laws of a state or
jurisdiction other than Finland, including the United States, Canada,
Australia, Hong Kong, South Africa and Japan. The information contained herein
shall not constitute an offer to sell or tender, or a solicitation of an offer
to buy or sell SSH's hybrid capital securities to any persons in any
jurisdiction in which such offer, solicitation or sale or tender would be
unlawful. SSH's representatives assume no legal responsibility for such
violations, regardless of whether the parties contemplating investing in or
divesting SSH's hybrid capital securities are aware of these restrictions or
not. SSH's hybrid capital securities will not be registered under the US
Securities Act of 1933, nor under any securities legislation of any state in
the United States, and they may not be offered, sold, resold, delivered,
distributed, bought or transferred in the United States or to US citizens or on
behalf of US citizens, except pursuant to an exemption from the registration
requirements of the Securities Act of 1933 and any applicable state law
legislation.