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2013-12-09 12:45:00 CET 2013-12-09 12:46:08 CET REGULATED INFORMATION Cencorp - Company AnnouncementCENCORP OYJ: THE BOARD OF DIRECTORS OF CENCORP CORPORATION HAS RESOLVED ON THE SHARE ISSUE OF APPROXIMATELY 4,9 MEUR TO ITS SHAREHOLDERS AND TO THE HOLDERS OF ITS CONVERTIBLE BONDS, AND ON THE TERMS AND CONDITIONS FOR THE SHARE ISSUE; CENCCENCORP CORPORATION STOCK EXCHANGE RELEASE DECEMBER 9, 2013 AT 13:45 FINNISH TIME CENCORP OYJ: THE BOARD OF DIRECTORS OF CENCORP CORPORATION HAS RESOLVED ON THE SHARE ISSUE OF APPROXIMATELY 4,9 MEUR TO ITS SHAREHOLDERS AND TO THE HOLDERS OF ITS CONVERTIBLE BONDS, AND ON THE TERMS AND CONDITIONS FOR THE SHARE ISSUE; CENCORP CORPORATION HAS RECEIVED A CONDITIONAL SUBSCRIPTION COMMITMENT IN THE AMOUNT OF APPROXIMATELY 1,6 MEUR FROM SAVCOR GROUP OY IN RELATION TO THE SHARE ISSUE The Board of Directors of Cencorp Corporation (the "Company") has today resolved on the share issue of approximately 4,9 MEUR (taking into account the discount given to certain subscribers of the new shares under the terms of the share issue) to its shareholders and to the holders of its convertible bonds, and on the terms and conditions for the share issue (the "Share Issue"). In relation to the Share Issue, the Company has received a conditional subscription commitment in the amount of approximately 1,6 MEUR from Savcor Group Oy. The Board of Directors of the Company has today resolved, pursuant to the authorization granted to it by the extraordinary general meeting of the Company held on December 4, 2013, on the Share Issue against payment by which the Company offers at the most 508.151.045 new shares of the Company for subscription to its shareholders and to the holders of its convertible bonds. In accordance with the terms and conditions for the Share Issue, the total amount of the Share Issue is approximately 4,9 MEUR, at the most (taking into account the discount given to certain subscribers of the new shares under the terms of the share issue). The Share Issue will be executed in order to strengthen the capital structure of the Company, to improve the liquidity of the Company, particularly to repay its due trade payables, and to carry out investments related to the business plan for clean energy. The subscription price for the New Share in the Share Issue is 0,01 EUR per share (the "Subscription Price"). The Subscription Price has been defined in a way that it takes into account the stock price of the Company, the need for financing of the Company and the alternatives available for satisfying such need. The Subscription Price for the Share Issue shall be in whole entered into the fund of the invested unrestricted equity of the Company. In order to strengthen the equity of the Company, the subscribers may also pay the Subscription Price by set-off against undisputed capital and/or interest receivables related to the loans with interest of the Company. The shareholder of the Company, who is registered on the date of record of the Share issue, on December 12, 2013 (the "Record Date") in the shareholders' register of the Company held by Euroclear Finland Ltd. ("Euroclear Finland"), the holder of the nominee registered shares on behalf of whom the shares have been registered in the shareholders' register on the Record Date, and the holders of the convertible bonds of the Company on the Record Date have the right to subscribe the shares. The Company shall issue to all its shareholders one (1) freely negotiable subscription right in the form of book-entry (the "Subscription Right") per each share owned on the Record Date, and to the holders of the convertible bonds one (1) freely negotiable Subscription Right in the form of book-entry per each option right entitling to the shares of the Company owned on the Record date (the "Primary Subscription Right"). Four (4) Subscription Rights entitle to subscribe five (5) New Shares of the Company ("Subscription Ratio"). The Subscription Rights are freely negotiable and subject to public trading at the official list of NASDAQ OMX Helsinki Ltd during the period between December 17, 2013 and January 10, 2014 (ISIN code FI4000076534 and trading code CNC1VU0113). The subscription period for the Share Issue shall begin on December 17, 2013 at 9:30 and end on January 17, 2014 at 16:30 (the"Subscription Period"). The Subscription Rights that have not been used by the end of the Subscription Period shall expire with no value. Additionally, the shareholder and the holder of the convertible bond who has used its Primary Subscription Right in whole shall have the right to subscribe for the New Shares that have not been subscribed on the basis of the Primary Subscription Right (the "Secondary Subscription Right"). (The Primary Subscription Right and the Secondary Subscription Right together the "Subscription Right".) With regard to the current shareholders of the Company, Savcor Group Oy has undertaken to subscribe at least an amount of New Shares in accordance with the terms and conditions of the Share Issue that correspond to its relative shareholding, and as the holder of the convertible bonds I/2010 and I/2012 of the Company, to subscribe at least an amount that correspond to the Subscription Rights based on the option rights related to the convertible bonds I/2010 and I/2012 held by it, i.e. in total to subscribe at least for the value of approximately 1,6 MEUR. Savcor Group Oy has informed that it will set off the Subscription Price for the subscribed shares against the capital and /or interest receivables related to the loans with interest the Company owes to it. The subscription commitment is conditional on the shareholding of Savcor Group oy not exceeding 50 per cent of all the voting rights attached to the shares of the Company as a result of the subscriptions made in the Share Issue. In such case, Savcor Group Oy has undertaken to subscribe only such amount of the New Shares that it can subscribe without its shareholding in the Company exceeds 50 per cent of all the voting rights attached to the shares of the Company as a result of the subscriptions made in the Share Issue. Additionally, the subscription commitment may be revoked in case a significant and detrimental change occurs in the Company between the signing of the subscription commitment and the subscription of the shares, when compared to the situation prevailing at the date of signing of the subscription commitment, or compared to the knowledge of Savcor Group Oy about the Company at the date of signing of the subscription commitment. The Board of Directors shall resolve on other matters related to the Share Issue and on any practical measures related thereto. The terms and conditions for the Share Issue are attached to this stock exchange release as Appendix 1. With relation to the Share Issue, the Company has submitted the registration document, the securities note and the summary in Finnish (the registration document, the securities note and the summary together the "Prospectus") to the Financial Supervisory Authority for approval. The Prospectus is assumed to be approved today on December 9, 2013. The Prospectus will be available approximately from December 10, 2013 on at the head office of the Company, at Insinöörinkatu 8, 50100 Mikkeli, Finland, during the normal office hours; at the reception of NASDAQ OMX Helsinki Oy (2nd Floor), at Fabianinkatu 14, 00130 Helsinki, Finland, during the opening hours of NASDAQ OMX Helsinki Oy; and in the electronic form on the website of the Company, www.cencorp.com/cencorp-s-investor-site/ and on the website of Evli Pankki Corporation, www.evli.com. In Mikkeli, December 9, 2013 CENCORP CORPORATION For more information: Iikka Savisalo President and CEO Cencorp Corporation Tel.: +358 40 521 6082 Email: iikka.savisalo@cencorp.com APPENDIX 1: TERMS AND CONDITIONS FOR THE SHARE ISSUE Distribution NASDAQ OMX Helsinki Ltd Main media Cencorp Corporation is a leading provider of industrial automation solutions. The equipment included in the product portfolio designed for depaneling, odd-form assembly, testing and laser materials processing substantially improves the efficiency of customers' production. Cencorp has selected clean technology as its other business segment, especially photovoltaic solutions. Cencorp manufactures and sells photovoltaic modules, based on Cencorp´s own technology, key components of photovoltaic modules as well as their manufacturing technology. The product range also includes EMI shielding solutions, RFID antennas, other flexible circuits including for example conductive back sheets used in photovoltaic modules and mobile phone antennas. Cencorp's head office is located in Mikkeli, Finland. The company is part of the Finnish Savcor Group. Please note: The information in this stock exchange release is not intended to be disclosed or distributed, directly or indirectly partly or in whole, in Australia, South Africa, Japan, Hong Kong, Canada or in the United States or in any other country where the disclosure of this stock exchange release would be contrary to law. The information of this stock exchange release does not constitute an offer to sell securities in the United States, and securities subject to this release shall not be offered or sold in the United States unless they have been registered in accordance with the Securities Act of 1933 (including amendments) and provisions and regulations issued under the Act or unless the registration requirement has been waived. No offer to sell the securities or no part of such offer will be registered in the United States, and the securities will not be offered to the public in the United States. This release must not be interpreted as a direct or indirect offer to sell or acquire the securities, and none of the securities will be sold in areas where it is contrary to law to offer, acquire or sell securities before the registration of such securities or before an exception has been granted or an approval has been issued in accordance with the applicable securities legislation. APPENDIX 1: TERMS AND CONDITIONS FOR THE SHARE ISSUE TERMS AND CONDITIONS OF THE SHARE ISSUE Share issue authorization resolved by the extraordinary general meeting of the Company on December 4, 2013 Pursuant to the resolution of the extraordinary general meeting held on December 4, 2013, the Board of Directors of the Company has been granted an authorization pursuant to which the Board of Directors of the Company is authorized to resolve on the share issue to the Company's shareholders and convertible bond holders in one or more tranches so that the number of the Company's shares issued on the basis of the authorization does not exceed a total of 510.000.000 new shares of the Company. The Board of Directors is entitled to resolve on any other terms and conditions of the share of issue. The authorization is valid until further notice, but for a maximum period of five (5) years from the date of the resolution of the general meeting. The authorization does not invalidate the previous share issue authorizations. Resolution of the Board of Directors on the share issue The Board of Directors has on 9 December 2013 resolved on the share issue against payment pursuant to the authorization granted by the extraordinary general meeting of shareholders of the Company on December 4, 2013. In the share issue, the Company will issue to its shareholders and holders of the convertible bonds 508.151.045 new Shares (the New Shares) for subscription pursuant to the terms and conditions set out herein (the Share Issue). Reasons for the Share Issue and the Use of Funds The total amount of the Share Issue is 4.9 million euros at the most (taking into account the discount given to certain subscribers of the New Shares under the terms of the Share Issue). The Share Issue is carried out in order to strengthen the Company's capital structure, to improve the liquidity, and to realize the investments related to the business plan for clean energy. The Company's objective is to raise at minimum 2.5 million euros of new capital (excluding the subscription price of the New Shares payable by way of set-off), of which approximately 2.0 million euros is intended to be used for its normal working capital purposes and and to improve its liquidity, particularly to repay its due trade payables, required by its normal business, and of which approximately 0.5 million euros is intended to be used for the investments related to the Company's clean energy strategy. Primary Subscription Right and Secondary Subscription Right The New Shares are offered to the Company's shareholders for subscription in proportion to their shareholdings in the Company and to the holders of the convertible bonds of the Company in proportion to their option rights entitling to the Company's shares on the Record Date of the Shares Issue December 12, 2013. Shareholders who are registered in the Company's shareholders' register held by Euroclear Finland Ltd or as regards the nominee registered shares, the shareholder on whose behalf the shares are recorded in the shareholders' register on the Record Date will automatically receive one (1) freely negotiable Subscription Right (ISIN code FI4000076534) entitling to subscribe the New Shares in the form of book-entry per each share of the Company held on the Record Date. The convertible bonds of the convertible bond holders have not been issued in the book-entry system, but the Subscription Rights granted on the basis of the convertible bonds will be issued and entered in the book-entry accounts of the holders of the convertible bonds at the same time with the Subscription Rights granted on the basis of the shares of the Company. Each holder of the Company's convertible bond on the Record Date will receive one (1) freely transferable Subscription Right (ISIN code FI4000076534) entitling to subscribe the New Shares in the form of book-entry per each option right entitling to the shares of the Company it holds on the Record Date. The Company's shareholder, holder of the convertible bond, or the person or the entity, to whom the Subscription Rights have been transferred, is entitled to subscribe the New Shares as described below in more detail (the Primary Subscription Right). In addition, the Company's shareholder, who is registered in the Company's shareholders' register on the Record Date, and who has fully used its Primary Subscription Right, and the holder of the Company's convertible bond, who has fully used its Primary Subscription Right, is entitled to subscribe the New Shares that have not been subscribed on the basis of the Primary Subscription Right (the Secondary Subscription Right). The Secondary Subscription Right is not negotiable. (The Primary Subscription Right and the Secondary Subscription Right together the Subscription Right). Subscription Ratio The holder of the Subscription Right is entitled to subscribe five (5) New Shares with four (4) Subscription Rights (the Subscription Ratio). Fractions of the New Shares cannot be subscribed. Subscription Price The Subscription Price for the New Shares is 0,01 EUR per New Share (the Subscription Price). The Subscription Price is defined in a way that it takes into account the Company's stock price, the Company's financial needs and the alternatives available to the Company for satisfying such needs. The maximum amount of new equity to be collected through the Share Issue is 4,9 million euros (taking into account the discount given to certain subscribers of the New Shares under the terms of the Share Issue). The holders of the Company's convertible bond I/2012 shall be entitled to participate according to the terms of said convertible bond in potential future share issues arranged by the Company in which the subscription period shall terminate at the latest on September 7, 2014, by at least with the amount corresponding to their percentual shareholding of the Company's shares at that time, by subscribing the shares at the subscription price 10 per cent lower than the subscription price offered in the respective share issues. The holders of the Company's convertible bond I/2013 shall be entitled to participate according to the terms of said convertible bond in potential future share issues arranged by the Company in which the subscription period shall terminate at the latest on June 2, 2015, by at least with the amount corresponding to their percentual shareholding of the Company's shares at that time, by subscribing the shares at the subscription price 10 per cent lower than the subscription price offered in the respective share issues. The discount pursuant to the afore described convertible bonds I/2012 and I/2013 is given in the Share Issue to the convertible bond holders with regard to the New Shares subscribed in the Share Issue which the convertible bond holders subscribe by virtue of the Subscription Rights granted to them on the basis of the shareholding of the Company's shares on the Record Date. The above referred discounts do not concern the Subscription Rights of the Share Issue that the convertible bond holder receives on the basis of the option rights related to the convertible bonds I/2012 or I/2013. The Subscription Price of the Share Issue will be entered in the invested unrestricted equity of the Company in its entirety. Subscription Period The Subscription Period under the Primary Subscription Right and under the Secondary Subscription Right will commence on December 17, 2013 at 9:30 Finnish time and end on January 17, 2014 at 16:30 Finnish time (the Subscription Period). The customer service of the Evli Bank Plc, which serves as the subscription venue, receives the subscription orders during its banking hours from Monday to Friday from 9.00 to 16.30 Finnish time. Account operators, who have agreed with Evli Bank Plc on the forwarding of their customers' subscriptions, receive the subscription orders and are entitled to set a separate deadline for the subscription, prior to the expiration of the Subscription Period. The holder of the Subscription Right must pay special attention to the fact that the holder of the Subscription Right gives the instructions on the Share Issue to his/her account operator in compliance with the set time limits. Some account operators tend to sell the unused Subscription Rights on behalf of their clients at the Helsinki Stock Exchange on the basis of the asset management agreement. Thus, they may instruct their clients to give their subscription orders in good time before the end of the Subscription Period. In particular, when purchasing Subscription Rights near the end of Subscription Period, the subscription order should be given in connection with the buying order. The unused Subscription Rights will expire without value after the end of the Subscription Period. Subscription venue The subscription venue for both Primary and Secondary Subscription Rights is the customer service of Evli Bank Plc on weekdays from Monday to Friday 9.00-16.30 Finnish time, tel. +358 (0) 9 4766 9573. Incoming calls to the Customer Service are recorded. Also the account operators that have agreed with Evli Bank Plc on the forwarding of their customers' subscriptions, accept the subscription orders under the Primary Subscription Right and the Secondary Subscription Right. Exercise of Subscription Rights and the Payment A holder of the Subscription Right may participate in the Share Issue by subscribing the New Shares by using the Subscription Rights on his/her book-entry account and by paying the Subscription Price therefor. In order to subscribe, the holder of the Subscription Rights shall make a subscription order in accordance with the instructions of his/her own account operator, or if he/she does not get the subscription instructions from his/her account operator, he/she should contact the subscription venue specified in these terms of the Share Issue in order to make the subscription. Other investors participating in the Share Issue, including the holders of Subscription Rights purchased at the Helsinki Stock Exchange, shall give the subscription order in accordance with the instructions given by his/ her own securities custodian or account operator. Those shareholders and other investors participating in the Share Issue, whose shares or Subscription Rights are registered in the name of a nominee or other custodian shall make the subscription order according to the instructions provided by their custodian of the nominee registration. Subscription orders should be given separately with respect to each book-entry account. The subscription made on the basis of the Primary Subscription Right and the Secondary Subscription Right is binding and can be altered, revoked, withdrawn or canceled solely in accordance with the terms and conditions of the Share Issue described in Section "Cancellation of subscriptions in certain circumstances". The Subscription Rights which have not been used before the expiration of the Subscription Period, January 17, 2014 at 16.30 Finnish time, will expire with no value. The Subscription Price must be paid in its entirety (taking into account the possible discount, as described above under Section "Subscription Price" of these terms and conditions with regard to those who are entitled to such discount) in connection with the making of subscription according to the instructions given by the subscription venue or the account operator. In order to strengthen the Company's equity, the Subscription Price may also be paid by setting it off against the undisputable capital or interest receivables regarding the loans with interest the Company owes to the participant of the Share Issue. Cancellation of Subscriptions in Certain Circumstances In accordance with the Finnish Securities Markets Act (14.12.2012/746), the error or defect in the prospectus or material new information which comes out after the approval of the prospectus but before the end of the validity of the tender or admitting the security to the public trading in the regulated market and which could be of material importance to the investors, has to be brought to public's notice by publishing the amendment or supplement of the prospectus in the same way as the prospectus. Investors who have committed to subscribe or purchase the securities prior the publishing of the amendment or supplement of the prospectus, are entitled to cancel their decisions within the time period of a minimum of two (2) business days from the publication of the amendment or supplement. The use of the cancellation right requires additionally that the above mentioned error, defect or material new information has come out before the securities have been delivered to the investors. The Company will report the actions related to the cancellation of the subscription by the stock exchange release simultaneously with the possible supplement of the prospectus. Negotiability and public trading of the Subscription Rights The Subscription Rights are freely negotiable during the whole Subscription Period. The Subscription Rights are traded on the Helsinki Stock Exchange between December 17, 2013 and January 10, 2014 during the standard trading hours. The price of the Subscription Rights on the Helsinki Stock Exchange will be determined by the prevailing market situation. The Subscription Rights can be sold or purchased by giving a sell or purchase assignment to one's own custodian or account operator or to any securities broker. The ISIN code for the Subscription Rights is FI4000076534 and the trading code is CNCIVU0113. Approval of the Subscription Rights and publishing of the final result of the Share Issue The Board of Directors will approve all the subscriptions made on the basis of Primary Subscriptions Rights pursuant to these terms and conditions of the Share Issue and pursuant to the applicable laws and regulations valid at the date of expiration of the Subscription Period. In case of oversubscription on the basis of the Secondary Subscription Rights, primarily the subscriptions of the Company's shareholders and the holders of the convertible bonds will be approved in proportion to their shareholdings on the Record Date and to the highest amount of their subscriptions. The shareholding of the holders of the convertible bonds will be calculated assuming that the holder of the convertible bond would have changed the convertible bond hold by it to the shares of the Company in its entirety under the terms of the said convertible bond. Otherwise, the Board of Directors shall resolve on the approval of the subscriptions made on the basis of Secondary Subscription Rights. No interest will be paid for the refundable payments in the oversubscription on the basis of the Secondary Subscription Rights or otherwise. Payments will be refunded approximately during three (3) business days from the approval of the subscriptions. The Company will publish the final result of the Share Issue as a stock exchange release when the Company's Board of Directors has approved the Subscriptions on or about January 22, 2014. No confirmation letters of approval or rejection of subscriptions will be sent except for the acceptance letter sent on the basis of the subscription by Secondary Subscription Right. Registration of the New Shares in Trade Register, entering in the book-entry accounts and trading of the New Shares The New Shares subscribed by the Subscription Rights will be issued as book-entries in the book-entry system maintained by Euroclear Finland. The New Shares subscribed on the basis of the Primary Subscription Rights will be entered in the subscriber's book-entry account as interim shares representing the New Shares (the ISIN code FI4000076526 and the trading code CNCIVN0113, Interim Shares). Trading of the Interim Shares representing the New Shares on the Helsinki Stock Exchange, as a separate share class, will commence on January 20, 2014, on the first business day after the expiration of the Subscription Period. The Interim Shares will be combined with the Company's present share class (the ISIN code FI0009006951) when the New Shares have been registered in the Trade Register. Such combination is expected to occur on or about January 29, 2014. The New Shares subscribed, and accepted, on the basis of the Secondary Subscription Rights will be entered in the subscriber's book-entry account after the New Shares have been registered with the Trade Register, which is expected to take place on January 28, 2014. The New Shares subscribed and paid in the Share Issue will be registered with the Trade Register by the Company Board, which is expected to take place on January 28, 2014. The New Shares are expected to be entered into public trading on January 29, 2014. Payments and Expenses No transfer tax is payable on the subscription of the New Shares. The account operators and securities brokers who exercise assignments regarding the Subscription Rights may charge a brokerage fee for these assignments in accordance with of their own price lists. Account operators may also charge a fee for the maintenance of the book-entry account and for the deposit of shares in accordance with their price list. Shareholder Rights The New Shares will carry the right to receive full dividends possibly paid by the Company and the other shareholder rights in the Company from the registration of the New Shares in the Trade Register on or about January 28, 2014. The Convertible Bond Holders In accordance with the terms of Company's convertible bonds I/2010, I/2012 and I/2013, the convertible bond holders must have the same or equal right with the shareholders in the share issue. The equal right with the shareholders will be carried out in a way that the convertible bond holders will get one (1) Subscription Right for each one (1) option rights they hold on the Record Date on the basis of the terms of convertible bonds I/2010, I/2012 and I/2013, similarly as the Company's shareholders will get one (1) Subscription Right for each one (1) share of the Company owned on the Record Date. Since according to the terms of the Company's convertible bonds I/2010, I/2012 and I/2013, one (1) option right entitles to subscribe one (1) share, the holders of the Company's convertible bonds I/2012, I/2012 and I/2013 will be treated in the Share Issue practically corresponding to the situation where they had already converted Company's convertible bonds I/2010, I/2012 and I/2013 into the shares in accordance with the terms and conditions of the Company's convertible bonds I/2010, I/2012 and I/2013. The current convertible bond holders of the Company are Savcor Group Ltd (convertible bonds I/2010 and I/2012), SCI Invest Ltd (convertible bind I/2012), Etera Mutual Pension Insurance Company (convertible bond I/2013) and Oy Ingman Finance Ab (convertible bond I/2013). There are weighty financial grounds from the Company's point of view for granting the Subscription Rights also to the convertible bond holders by deviating from the shareholders' pre-emptive subscription right. Granting the Subscription Rights to the convertible bond holders is based on to the terms and conditions of the convertible bonds I/2010, I/2012 and I/2013 that are described above and that are binding on the Company. Subscription Commitment With regard to the current shareholders of the Company, Savcor Group Oy has undertaken to subscribe at least an amount of New Shares in accordance with the terms and conditions of the Share Issue that correspond to its relative shareholding, and as the holder of the convertible bonds I/2010 and I/2012 of the Company, to subscribe at least an amount that correspond to the Subscription Rights based on the option rights related to the convertible bonds I/2010 and I/2012 held by it, i.e. in total to subscribe at least for the value of approximately 1.6 million euros. Savcor Group Oy has informed that it will set off the Subscription Price for the subscribed shares against the capital and /or interest receivables related to the loans with interest the Company owes to it. Savcor Group Oy intends to use for the set-off primarily its capital and interest receivables under the convertible bond I/2010 (which are approximately 1.4 million euros at the date hereof), and secondarily its capital and interest receivables under the convertible bond I/2012. The subscription commitment is conditional on the shareholding of Savcor Group oy not exceeding 50 per cent of all the voting rights attached to the shares of the Company as a result of the subscriptions made in the Share Issue. In such case, Savcor Group Oy has undertaken to subscribe only such amount of the New Shares that it can subscribe without its shareholding in the Company exceeds 50 per cent of all the voting rights attached to the shares of the Company as a result of the subscriptions made in the Share Issue. Additionally, the subscription commitment may be revoked in case a significant and detrimental change occurs in the Company between the signing of the subscription commitment and the subscription of the shares, when compared to the situation prevailing at the date of signing of the subscription commitment, or compared to the knowledge of Savcor Group Oy about the Company at the date of signing of the subscription commitment. Applicable Law and Dispute Resolution The Share Issue, Subscription Rights, Interim Shares and New Shares shall be governed by Finnish Law. Any disputes possibly arising in connection with the Share Issue will be settled by the court of competent jurisdiction in Finland. Foreign Shareholders The Company has not taken any measures to register or qualify the Subscription Rights, the Interim Shares, the New Shares or the Share Issue, or to offer New Shares somewhere else than in Finland, nor have the New Shares been offered to persons whose participation in the Share Issue would require a separate prospectus or other measures than the measures required in Finnish Law. Legislation of some countries may set limitations for participation in the Share Issue. The Company and its advisers require that persons who have received the Prospectus shall obtain relevant information concerning these restrictions and follow them. The Company or its advisers shall not be liable in case the persons who have received the Prospectus violate these restrictions regardless of whether these persons are potential subscribers of the New Shares directly on the basis of Subscription Rights given to them, or whether they have acquired the Subscription Rights via trading. Other Issues The Board of Directors will resolve on any other issues and practical matters relating to Share Issue. |
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