Ixonos - Company Announcement

Final result of Ixonos’ rights issue and related adjustments to 2011 option rights

Helsinki, Finland, 2013-02-13 12:45 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          13 February 2013 at 13:45 




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 



Final result of Ixonos' rights issue and related adjustments to 2011 option
rights 



All offered 20,136,645 shares were subscribed for in Ixonos Oyj's (“Ixonos”)
rights issue completed on 7 February 2013. A total of 19,052,212 shares were
subscribed for with subscription rights representing approximately 94.6 per
cent of the shares offered. A total of 5,358,879 shares were subscribed for in
the secondary subscription without subscription rights, of which subscriptions
for 1,084,433 shares were approved. The subscriptions amounted thus to
approximately 121.2 per cent of the shares offered in total. The gross proceeds
raised by Ixonos in the rights issue were EUR approximately 4.23 million. As
all shares offered in the rights issue were subscribed for, the underwriting
commitments were thus not used. 



The Board of Directors of Ixonos has today approved all subscriptions based
upon subscription rights made in the rights issue between 24 January 2013 and 7
February 2013, and decided to approve the secondary subscriptions made without
subscription rights by Ixonos' shareholders or other investors in accordance
with the terms and conditions of the rights issue. 



Subscribers who did not receive all shares subscribed for by virtue of the
secondary subscription will be repaid the subscription price for the shares not
received by the subscriber to the bank account informed by the subscriber in
connection with the subscription on or about 14 February 2013. No interest will
be paid for the repayable funds. 



Shares subscribed for in the primary subscription have been subject to public
trading on NASDAQ OMX Helsinki Ltd. since 8 February 2013 as interim shares.
All shares subscribed for in the rights issue will be registered in the Finnish
Trade Register on or about 14 February 2013 after which the interim shares will
be combined with Ixonos' existing class of shares. The new shares will be
subject to public trading on NASDAQ OMX Helsinki Ltd. together with the other
Ixonos shares starting on or about 15 February 2013. 



Following the registration of the new shares in the Finnish Trade Register, the
number of Ixonos' shares will amount to 35,239,129 shares. All shares
subscribed for in the rights issue have been fully paid for. 



The subscribed shares will entitle their holders to full dividend and other
distribution of funds declared by Ixonos, if any, and to other shareholder
rights in Ixonos after the new shares have been registered with the Finnish
Trade Register and in Ixonos' shareholder register, on or about 14 February
2013. 



Pohjola Corporate Finance Ltd is the lead manager of the rights issue.



Adjustment of the terms and conditions of the 2011 stock options



In order to ensure the equal treatment of shareholders and the 2011 stock
option holders the Board of Directors of Ixonos has on 16 January 2013, due to
the rights offering, adjusted the subscription ratio and the subscription price
of the 2011 stock options in accordance with the terms and conditions of the
2011 stock options. As regards stock options IV/A, the subscription ratio shall
be amended to 2.333 and the subscription price shall be amended to EUR 0.489
per share. As regards stock options IV/B and IV/C, the subscription ratio and
subscription price will accordingly be changed in connection with a potential
grant of such stock options. 



The total amount of shares is rounded down to full shares in connection with
subscription of the shares and the total subscription price is calculated using
the rounded amount of shares and rounded to the closest cent. Due to the above
adjustments concerning stock options IV/A, the adjusted maximum total number of
shares to be subscribed for based on the 2011 stock options shall be 1,260,000. 



The foregoing amendments to the terms and conditions of the 2011 stock options
due to the rights offering will be in force as of the registration of the
adjusted maximum total number of shares to be subscribed for based on the 2011
stock options with the Trade Register on or about 14 February 2013. 



Helsinki, 13 February 2013



IXONOS OYJ

Board of Directors

For further information, please contact:

Ixonos Oyj, Teppo Talvinko, CFO, puh. +358 40 7153 660, email.
teppo.talvinko@ixonos.com 



Distribution:
NASDAQ OMX Helsinki
Main Media

www.ixonos.com



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. The Company does not intend 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 and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Pohjola Corporate Finance Oy 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.

Attachments:

Ixonos_Stock_Exchange_release_final_result.pdf