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2008-10-03 12:23:36 CEST 2008-10-03 12:24:26 CEST REGULATED INFORMATION Ixonos - Company AnnouncementPAYMENT OF ADDITIONAL ACQUISITION PRICE INSTALMENT FOR THE SHARE CAPITAL OF MERMIT BUSINESS APPLICATIONS OY - A DIRECTED SHARE ISSUE AND AN INCREASE OF SHARE CAPITALIXONOS PLC STOCK EXCHANGE RELEASE 3 OCTOBER 2008 PAYMENT OF ADDITIONAL ACQUISITION PRICE INSTALMENT FOR THE SHARE CAPITAL OF MERMIT BUSINESS APPLICATIONS OY - A DIRECTED SHARE ISSUE AND AN INCREASE OF SHARE CAPITAL By a contract signed on 9 May 2007, Ixonos Plc acquired the entire share capital of Mermit Business Applications Oy (now Ixonos Technology Consulting Ltd). In accordance with the terms of the share acquisition contract, the final acquisition price was tied to the development of the turnover and result of Ixonos Technology Consulting Ltd between 1 June 2007 and 31 May 2008. The additional acquisition price, tied to the turnover and result of Ixonos Technology Consulting Ltd between 1 June 2007 and 31 May 2008, was agreed to be paid partly in cash, and partly with new Ixonos Plc shares. To pay the share consideration, and based on the authorization of the Annual General Meeting on 3 April 2008, the Board of Directors of Ixonos Plc decided on 12 September 2008 to execute a directed share issue of 204,204 new Ixonos Plc shares at some of the former owners of Ixonos Technology Consulting Ltd, for a subscription price of EUR 4.07 per share, and under the conditions in appendix 1. The share subscription price is based on the terms of the share acquisition contract, and corresponds to the trade volume weighted average price of the Ixonos Plc share on OMX Nordic Exchange Helsinki between 1 March 2008 and 31 May 2008. The main part of the additional acquisition price was paid in cash. The new shares subscribed for in the directed share issue, as well as the share capital increase, have been entered into the Finnish Trade Register today, 3 October 2008. The new shares confer full shareholder rights. After the increase, the share capital of Ixonos Plc is EUR 370,123.56; the number of shares is 9,253,089. The new shares will be subject to public trading on OMX Nordic Exchange Helsinki from 6 October 2008, in the same share class as the company's old shares. Ixonos Plc is an information and communication technology service company producing customized technology-consulting, project management and software development services that support competitiveness and risk management. Ixonos's clientele comprises leading mobile and smartphone manufacturers, mobile network suppliers and telecom carriers operating in the international marketplace, as well as Finnish finance, industrial and service companies and public administration organizations. IXONOS PLC Kari Happonen President and CEO FURTHER INFORMATION IS AVAILABLE FROM: Ixonos Plc Timo Leinonen, CFO tel. +358 424 2231, mobile +358 400 793 073, timo.leinonen@ixonos.com DISTRIBUTION: NASDAQ OMX Helsinki Main media To pay the additional acquisition price for the share capital of Ixonos Technology Consulting Ltd, and based on the share issue authorization of the Annual General Meeting on 3 April 2008, the company's Board of Directors has decided, on 12 September 2008, to execute a directed share issue under the following conditions: TERMS OF SHARE ISSUE New shares The company offers a total of 204,204 new shares for subscription. The new shares to be issued correspond to approximately 2.2% of the company's registered shares, and the votes conferred by them, on the closing day of the share issue. Subscription right The new shares will be offered for subscription, according to appendix 1, to the sellers of Ixonos Technology Consulting Ltd. The shareholders' pre-emptive right will be deviated from, because the additional acquisition price of Ixonos Technology Consulting Ltd's share capital will be paid partly in new company shares. The aim is to increase the subscription right holders' commitment and incentive to boosting the company's shareholder value. Thus, the Board of Directors considers that there is a weighty financial reason for the company to deviate from the shareholders' pre-emptive right. Subscription period The share subscription period starts on 12 September 2008, and ends on 15 September 2008. The Board of Directors has the right to close the subscription period once all shares have been subscribed for. Subscription price and its entry The subscription price in the issue is based on the terms of the share acquisition contract, and is therefore EUR 4.07 per share. The subscription price corresponds to the trade volume weighted average price of the company's share on OMX Nordic Exchange Helsinki between 1 March 2008 and 31 May 2008. Of the subscription price, EUR 0.04 per share will be added to the share capital; the remainder will be entered into the invested non-restricted equity fund. Payment of the subscription price The subscription right holder has an entitlement and obligation to pay for the new shares he has subscribed for, by deducting a sum, corresponding to the subscription price, from the additional acquisition price owed to him by the company. The above-mentioned additional acquisition price, and its amount, is based on the terms of the share acquisition contract, between the company and the subscription right holders, pertaining to the share capital of Ixonos Technology Consulting Ltd. In accordance with the above, the shares shall be paid before the end of the subscription period. Subscription for shares, approval of subscriptions, and cancellation of the share issue Subscriptions for shares are registered on a separate subscription list. Subscriptions are binding. |
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