Technopolis - Company Announcement

Technopolis Plc Board of Directors Decided on Rights Issue

TECHNOPOLIS PLC      STOCK EXCHANGE RELEASE  15 May 2012     8:30 a.m.


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Technopolis Plc Board of Directors Decided on Rights Issue

Based on the authorization granted by the Technopolis Plc (the “Company”)
Annual General Meeting of Shareholders on 27 March 2012, the Company's Board of
Directors has on 14 May 2012, decided on a share offering (the "Offering"). 

The Board of Directors has resolved to issue a maximum of 12,088,836 new shares
(the "Shares") in the Offering such that the shareholders of the Company will
have a pre-emptive right to subscribe for Shares in proportion to their current
shareholding in the Company. 

The subscription price for the Shares is EUR 2.70 per Share. The subscription
period begins on 24 May 2012 at 9:30 a.m. and ends on 12 June 2012 at 4:00 p.m
(Eastern European time). 

Shareholders of the Company, who are registered in the shareholders' register
maintained by Euroclear Finland Ltd. on the record date of 21 May 2012, shall
automatically receive one (1) freely transferable subscription right in the
form of a book-entry entitling them to subscribe for Shares for each one (1)
owned on the record date. Twenty-one (21) subscription rights entitling holders
to subscribe for Shares will entitle holders to subscribe for four (4) Shares.
No fractions of Shares will be allotted. 

Trading in subscription rights on NASDAQ OMX Helsinki Ltd will commence on 24
May 2012 at 9:30 a.m. and end on 5 June 2012 at 4:00 p.m. (Eastern European
time). The subscription rights are freely transferable. 

The Company will announce the final result of the Offering in a stock exchange
release on or about 18 June 2012. The full terms and conditions of the Offering
are set out in the appendix to this release. 

The proceeds received by the Company in the Offering will amount to
approximately EUR 31.8 million after the deduction of costs and fees, assuming
that all Shares are subscribed in the Offering. The proceeds from the Offering
will be used for financing investments in accordance with the Company's long
term, over 12 month investment plan, for ensuring the the Company's growth and
for maintaining the Company's equity ratio. The subscription price will be
recorded in its entirety under unrestricted equity. 

The largest shareholders of the Company, Varma Mutual Pension Insurance Company
and Ilmarinen Mutual Pension Insurance Company, have provided irrevocable
subscription guarantees relating to the Offering and have thus committed to
subscribe for Shares in proportion to their current shareholdings. The
subscription undertakings represent approximately 34.1 per cent of the total
volume of the Offering. 

Amendments to Terms and Conditions of Stock Options

According to the terms and conditions of stock options approved by the Annual
General Meeting of Shareholders of the Company on 29 March 2007, stock option
holders shall have the same or equal rights as shareholders in the event the
Company resolves upon a share offering prior to the subscription of shares with
the stock options. In order to ensure equal treatment of stock option holders
and shareholders, the Board of Directors of the Company has on 14 May 2012
decided to amend the subscription price of the 2007 stock options due to the
Offering so that the subscription price per share is, taking into account the
dividends paid during the years 2008-2012, for 2007B options EUR 4.547 and for
2007C options EUR 2.092. The subscription ratio will not change due to the
Offering. Thus, each stock 2007 option still entitles holders to subscribe for
1.043 shares. The amendment is conditional upon a minimum of 90 percent of the
Shares offered being subscribed. If the number of Shares subscribed is less,
the Board of Directors may amend the amount of the adjustment. The Board of
Directors will confirm the final amount of the amendment in connection with the
acceptance of the subscriptions made in the Offering, on or about 18 June 2012. 

The foregoing amendments to the terms and conditions of the stock options will
be in force as of their registration in the Trade Register on or about 19 June
2012. Thus, the stock options 2007 do not entitle to participate in the
Offering. 


APPENDIX:

TERMS AND CONDITIONS OF THE OFFERING

On 27 March 2012, the Annual General Meeting of Technopolis Plc (the “Company”)
resolved to authorize the Company's Board of Directors to decide on a share
issue and other special rights entitling to shares referred to in Chapter 10
Section 1 of the Companies Act as follows. The maximum number of shares to be
issued may be 12,677,000 in total, which corresponds to approximately 20
percent of all the shares in the Company. Out of this authorization 81,347
shares have been issued in order to implement the Company's share-based
incentive scheme resolved upon by the Board of Directors. The authorization is
effective until the end of the next Annual General Meeting, however, no longer
than until 30 June 2013. 

On 14 May 2012, the Board of Directors of the Company resolved, based on the
above authorization of the General Meeting, to issue a maximum of 12,088,836
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
of the offering (the “Offering”). 

The Shares to be issued in the Offering represent approximately 19.05 percent
of the total shares and voting rights in the Company before the Offering and
approximately 16.00 percent of the total shares and voting rights in the
Company after the Offering. 

Right to Subscribe

Primary Subscription Right

The Shares will be offered for subscription by the shareholders of the Company
in proportion to their share-holding 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 May 2012 of the
Offering (the “Record Date”), will automatically receive one (1) freely
transferable subscription right as a book-entry (ISIN FI4000043591)
(“Subscription Right”) for every one (1) share owned on the Record Date (the
“Primary Subscription Right”). 

A shareholder, or a person or an entity to whom such Subscription Rights have
been transferred, is entitled to subscribe for four (4) Shares for every
twenty-one (21) Primary Subscription Rights. No fractions of Shares will be
allotted. 

Secondary Subscription

Further, a shareholder or an investor who has subscribed for Shares based on a
Subscription Right, is entitled to subscribe for Shares not subscribed for by
virtue of the Primary Subscription Right (the “Secondary Subscription”). 

Subscription Undertakings

The major shareholders of the Company, Varma Mutual Pension Insurance Company
and Ilmarinen Mutual Pension Insurance Company have provided subscription
undertakings according to which these investors subscribe for Shares in the
Offering as follows: Varma Mutual Pension Insurance Company 2,908,364 Shares
and Ilmarinen Mutual Pension Insurance Company 1,213,852 Shares. 

The execution of the subscription undertakings is subject to certain customary
conditions. The subscription undertakings represent approximately 34.1 percent
of the total volume of the Offering. 

Subscription Price

The Shares may be subscribed for in the Offering at the subscription price of
EUR 2.70 per Share (the “Subscription Price”). The Subscription Price will be
recorded in the invested unrestricted equity fund. The Share Subscription Price
has been set such that it includes a discount of approximately 30 percent
compared to the closing price of the shares on the trading day preceding the
decision on the Offering. 

Subscription Period

The Subscription Period will commence on 24 May 2012 at 9:30 a.m. Finnish time
and expire on 12 June 2012 at 4:00 p.m. Finnish time. 

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 twenty-one (21)
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 his or her own account operator. 

Shareholders or holders of Subscription Rights who do not receive instructions
for subscription from his or her account operator, can contact SEB Operations
unit (tel. +358 9 6162 8033), where they will receive all necessary information
in order to submit a subscription assignment. 

Subscription assignments may be submitted to the account operators, who have
entered into an agreement with Skandinaviska Enskilda Banken AB (publ) Helsinki
branch office on reception of subscriptions in the Offering. Account operators
may request submission of a subscription assignment already at a certain date
before the public trading in Subscription Rights ends. 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 SEB Operations unit 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 exercise of the Primary Subscription Right and the Secondary Subscription
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 12 June 2012 will expire without any compensation. 

Cancellation of Subscriptions under Certain Circumstances

In accordance with the Finnish Securities Market Act, if the prospectus
relating to the Offering is supplemented between the time the prospectus was
approved by the Finnish Financial Supervision 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, the 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 Supervision 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 in 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 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 on the Subscription Rights ends. The Subscription
Rights are subject to public trading on the Helsinki Stock Exchange between 24
May 2012 at 9:30 a.m. Finnish time and 5 June 2012 at 4:00 p.m. Finnish time. 

Approval of the Subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant
to the Primary Subscription Right made in accordance with these terms and
conditions of the Offering and applicable laws and regulations. 

In case of over-subscription by virtue of Secondary Subscription, the
subscriptions made by shareholders or other subscribers will be approved in
proportion to their Subscription Rights exercised by virtue of the Primary
Subscription Right, but not more than up to the maximum number of the
subscription made per book-entry account, and if this is not possible, by draw
lots. If several subscription assignments are given concerning a certain
book-entry account, these subscription assignments are combined as one
subscription assignment concerning a certain book-entry account. Should the
subscriber not receive all Shares subscribed for by virtue of the Secondary
Subscription, 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 19 June 2012. No interest will be
paid for the repayable funds. 

The Company's Board of Directors will approve the subscriptions on or about 18
June 2012. The Company will publish the final result of the Offering in a stock
exchange release on or about 18 June 2012. 

Registration of the Shares to the Book-entry Accounts

The Shares subscribed for in the Offering by virtue of the Primary Subscription
Right will be recorded on the subscriber's book-entry account after the
registration of the subscription as interim shares (ISIN Code FI4000043609),
corresponding to the new Shares. The interim shares are combined with the
existing share class of the Company (ISIN Code FI0009006886) on or about 20
June 2012.  The Shares subscribed for and approved by virtue of the Secondary
Subscription will be recorded on the subscriber's book-entry account after the
registration of new Shares with the Trade Register, on or about 19 June 2012. 

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 19 June 2012. 

Treatment of Holders of Stock Options

According to the terms and conditions of the stock options approved by the
Annual General Meeting of Shareholders of the Company on 29 March 2007, stock
option holders shall have the same or equal rights as shareholders in case the
Company resolves upon a share offering prior to the subscription of shares with
the stock options. Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for subscription, the
share subscription price or both of these. 

In order to ensure the equal treatment of shareholders and stock option holders
the Board of Directors of the Company has on 14 May 2012 due to the Offering
decided to change the subscription price of the 2007 stock options so that the
subscription price per Share is, taking into consideration the dividends
already paid during the years 2008 through 2012, EUR 4.547 for 2007B option
rights and EUR 2.092 for 2007C option rights. Each 2007 stock option right
continues to entitle the subscription of 1.043 Shares. The amendment is
conditional upon a minimum of 90 percent of the Shares offered in the Offering
being subscribed. If the number of Shares subscribed is less, the Board of
Directors may amend the amount of the adjustment. The Board of Directors will
confirm the final amount of the amendment in connection with the acceptance of
the subscriptions made in the Offering, on or about 18 June 2012.These changes
will enter into force once they have been entered into the Trade Register, on
or about 19 June 2012. Thus the Company's 2007 option rights do not entitle a
participation in 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, Elektroniikkatie 8, FI-90590 Oulu, Finland. 

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. 

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.  There is no intention 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 or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and SEB Enskilda Corporate Finance Oy Ab 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.