Cencorp - Company Announcement

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; CENC

CENCORP 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.