Incap - Prospectus/Announcement of Prospectus

Incap Oyj : Incap's prospectus and the previously unpublished information therein

Incap Corporation             Stock Exchange Release    14 September 2012 at 3
p.m.


INCAP'S PROSPECTUS AND THE PREVIOUSLY UNPUBLISHED INFORMATION THEREIN


Incap Corporation has today published a prospectus concerning the directed share
issue implemented on 11 April 2012. In the share issue, a total of 2,168,100 new
shares were offered to the major shareholders of the company deviating from the
pre-emptive right of the current shareholders. Finnish Financial Supervisory
Authority has approved the prospectus on 14 September 2012.

Trading in new shares is expected to begin on 19 September 2012, along with the
old shares. After this, the total number of Incap's shares at Helsinki Stock
Exchanges is 20,848,980. Incap has one series of shares and the new shares of
the directed share issue are equal with other shares of the company.

Incap has prepared the prospectus solely in order to enable the company to apply
for the admission of the new shares to public trading. The prospectus does not
constitute an offer or solicitation to purchase or subscribe for the company's
shares.

The prospectus is published in electronic form and in Finnish only on the
company's website at www.incap.fi/Investors/Share. A printout of the prospectus
may be obtained free of charge from the company's corporate office at the
address Incap Corporation, Valuraudankuja 7, 00700 Helsinki. The prospectus can
be ordered by e-mail at info@incap.fi or by phone on +358 40 653 3304 or on
+358 40 504 8296.

In the prospectus, Incap gives previously unpublished information on the risks
concerning continuity of operations and financing as well as on the sufficiency
of working capital as follows:

Most important risks related to the continuity of Incap's operations are the
success of the share issue to be implemented in the autumn, the fulfilment of
the conditions set by the bank for the second instalment of additional
financing, the fulfilment of the covenant levels set for the continuation of the
bank financing, the sufficiency of the actions to improve the profitability and
inventory turn as well as the development of the customers' market and demand.
Incap's management is confident concerning the continuity of operations, because
the financiers and biggest shareholders of the company have during the financing
negotiations last spring expressed their support to the plans concerning the
company's further development and enhancement of capital structure. Further, the
company's profitability is estimated to continue improving during the latter
half of the year thanks to the structural change and enhanced efficiency.

Loans and factoring credit lines granted by a Finnish bank totalled EUR 13.3
million on 30 June 2012. These loans involve the following covenants:

                     Equity ratio Net IBD/EBITDA

31 December 2012     at least 10% up to 7

30 June 2013 onwards at least 15% up to 5


The covenants related to the loans were not met on 30 June 2012. On this date,
the company's equity ratio was 4.3% and net IBD/EBITDA was 16.2. The bank has
the right to terminate the agreements to expire after 60 days if any covenant is
not met on the testing date. On 23 August 2012, the company was informed by the
bank in writing that the bank will not exercise its right to terminate the
financing agreements, even though the covenants were not met on 30 June 2012.
The covenants will be tested next in December 2012 and after that every six
months.

As part of the financing arrangement agreed in May, the company received an
additional loan of EUR 2.5 million. The first instalment (EUR 1 million) was
withdrawn in July 2012. The covenants for this instalment are the same as above,
and the bank further has the right to terminate the loan in case the redemption
of the convertible bond 2007 has not taken place by the end of 2012.

Based on the forecast drafted by the company on 16 August 2012, the above
covenants will be met on the next testing date 31 December 2012, provided that
the company's share issue in the autumn goes as planned.

In the prospectus Incap has corrected the figures concerning the mortgages on
30 June 2012, 31 March 2012, 31 December 2011 and 30 June 2011. According to the
bank's confirmation the total amount of mortgages on these dates is EUR 1
million lower than previously reported.

Statement on the sufficiency of the working capital:

Incap's existing working capital will not cover the need for the next 12 months.
According to the company's estimate, about EUR 3-5 million of additional working
capital is needed.

However, the company's working capital will be sufficient for the next 12 months
if the following criteria are met:
  * the company's share issue in the autumn succeeds as planned, so that the
    company obtains funds for the redemption of the convertible bond of 2007;
    and
  * the bank accepts the achieved net IBD/EBITDA level, so that the second
    instalment of the additional loan can be withdrawn; and
  * the goals for the company's result and inventory turnover rate are achieved;
    and
  * the covenants for the company's loans from financial institutions are met,
    or, should the covenants not be met, the bank will not exercise its right to
    terminate the loan agreements.


The company's management is confident that the share issue in the autumn will be
carried out as planned. The strategic process of change has continued as
planned; the company closed down the Helsinki plant in the summer 2012 and
transferred its production to other units. This structural change and other
efficiency improvement measures are expected to improve profitability during the
latter half of 2012. In addition, the company will continue to take measures to
ensure that the goals for the company's result and inventory turnover are
achieved. Thus, the company estimates that it will be able to cover any possible
working capital deficit and ensure that the covenants related to the financing
agreements are met.
Should the covenants not be met and the financiers would inform that they will
make use of the covenants to terminate the agreements the company should
initiate negotiations on the rearrangement of funding and on gaining new equity
or debt financing.


INCAP CORPORATION

Sami Mykkänen
President and CEO

Additional information:
Sami Mykkänen, President and CEO, tel. +358 40 559 9047
Kirsti Parvi, CFO, tel. +91 990 204 2813
Hannele Pöllä, Director, Communications and Investor Relations, tel.
+358 40 504 8296

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.incap.fi

INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose
comprehensive services cover the entire life-cycle of electromechanical products
from design and manufacture to maintenance services. Incap's customers include
leading equipment suppliers in energy-efficiency and well-being technologies,
for which the company produces competitiveness as a strategic partner. Incap has
operations in Finland, Estonia, India and China. The Group's revenue in 2011
amounted to around EUR 68.9 million, and the company currently employs
approximately 670 people. Incap's share is listed on the NASDAQ OMX Helsinki.
Additional information: www.incap.fi.

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