Ixonos - Company Announcement

Decisions of Ixonos Plc's extraordinary general meeting on 30 October 2013 and concecutive decisions by board of directors and new subscription commitments

Helsinki, Finland, 2013-10-30 14:30 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          30 October 2013 at 15:30 




Ixonos Plc's Extraordinary General Meeting has today made the following
decisions. 



REVERSE SHARE SPLIT AS SET OUT IN CHAPTER 15, SECTION 9 OF THE FINNISH
COMPANIES ACT AND THE REDEMPTION OF SHARES IN A PROPORTION OTHER THAN THE
OWNERSHIP OF THE SHAREHOLDERS 

The Extraordinary General Meeting decided that the number of shares will be
reduced without reducing the share capital by conducting a reverse share split
where five (5) existing shares are combined into one (1) new share for the
purposes laid down in Chapter 15, Section 9 of the Finnish Limited Liability
Companies Act (LLCA) and in accordance with the procedure set out therein. As
part of the reverse share split, the company shall cancel, if necessary, the
company's own shares that it has received free of charge in order to ensure
that the total amount of the company's shares before the reverse share split is
divisible by five. The purpose of the reverse share split is to improve the
preconditions of trading in the shares and their price formation as well as to
increase the value of individual shares. 

The reverse share split will be implemented by redeeming from each shareholder
an amount of shares that corresponds to the proportion of the redemption, i.e.
4/5. In other words, four (4) shares shall be redeemed for each five (5)
shares. In the event that the amount of shares held by a shareholder is not
divisible by five as of the date of the reverse share split, surplus shares
that exceed the closest preceding amount divisible by five shall also be
redeemed (rounding). The amount of shares shall be evaluated separately for
each book-entry account. 

The redemption will be implemented free of charge aside from the remuneration
set out in Chapter 15, Section 9 of the LLCA that is payable based upon the
rounding. The redemption will be implemented to this extent in the manner set
out in the said Section in a proportion other than the ownership of the
shareholders. The shares redeemed in connection with the reverse share split
shall be cancelled. This shall not, however, apply to the surplus shares
redeemed based upon the rounding, which shall be gathered together and sold.
After the implementation of the reverse share split, the company shall without
delay sell the surplus shares accruing to it because of the rounding in trading
on a regulated market referred to in the Finnish Securities Markets Act on
behalf of the aforementioned shareholders. The funds derived from the sale of
the said shares will be paid to the shareholders in proportion to the
differences obtained by subtracting the quantity of shares that would be
redeemed from each shareholder in the absence of rounding from the quantity of
shares actually redeemed from each shareholder. The funds shall bear interest
for the period of time between the date of the redemption and the payment of
the said funds at the applicable reference rate provided in Section 12 of the
Finnish Interest Act. 

The reverse share split shall be implemented on Friday, 1 November 2013, as of
which date the rights to the funds received from surplus shares shall be
determined. The redeemed shares shall be cancelled, and the amount of company
shares that remain after the reverse share split shall be entered into the
Trade Register on Friday, 1 November 2013. The results of the reverse share
split and the related redemption shall become visible on the book-entry
accounts of the shareholders and trading in the reverse-split shares shall
begin on Monday, 4 November 2013 after the reverse share split has been
implemented. The funds derived from the sale of the surplus shares are
estimated to be paid to the shareholders at the latest on Tuesday, 12 November
2013 if all shares are sold by 4 November 2013 at the latest. Otherwise the
share fractions shall be paid on the fourth (4th) banking day following the
conclusion of the last transaction. 

In addition, the Extraordinary General Meeting authorised the Board to amend
the terms and conditions applied to the option rights and special rights issued
by the company to reflect the reverse share split. 



DECISION ON THE AUTHORISATION OF THE BOARD OF DIRECTORS



The Extraordinary General Meeting authorised the Board of Directors, according
to the Board's proposal, to decide on a paid share issue and on granting option
rights and other special rights entitling to shares that are set out in Chapter
10, Section 1 of the LLCA or on the combination of all or some of the
aforementioned instruments in one or more tranches on the following terms and
conditions: 

The number of new shares to be issued pursuant to the authorisation may not
exceed altogether 120,000,000 shares. 

The authorisation may be used to finance corporate acquisitions or other
investments related to the operations of the company, to strengthen the
company's balance sheet and financial position or for other purposes decided by
the Board of Directors. 

Within the limits of the authorisation, the Board of Directors may decide on
all terms and conditions applied to the share issue and to the special rights
entitling to shares. 

The Board of Directors is entitled to decide on crediting the subscription
price of the shares either to the company's share capital or, entirely or in
part, to the reserve for invested unrestricted equity. 

Shares as well as special rights entitling to shares may also be issued in a
directed way that deviates from the pre-emptive rights of shareholders if a
weighty financial reason laid out in the LLCA for this exists. 

The authorisation will not supersede earlier share issue authorisations and
will remain in force until the Annual General Meeting held in 2014. 



DECISIONS OF THE MEETING OF THE BOARD OF DIRECTORS ON 30 OCTOBER 2013



The Board of Directors decided to cancel the 28,191,300 shares that it receives
free of charge in connection with the reverse share split as well as to amend
the terms and conditions applied to the option rights and special rights issued
by the company to reflect the reverse share split. 



NEW SUBSCRIPTION COMMITMENTS

Ixonos Plc ("Ixonos" or "Company") has announced on 8 October 2013 that it is
preparing a share issue (“Share Issue”) pursuant to the shareholders'
pre-emptive right to subscription in which a maximum amount of 120,000,000 new
shares will be issued for subscription by the shareholders based on the
authorization of the Extraordinary General Meeting. The intention is to raise a
maximum amount of EUR 10.5 million in the Share Issue of which a maximum amount
of EUR 3.5 million may be raised by issuing shares in a directed share issue
("Directed Share Issue") or option rights or other special rights entitling to
shares that are set out in Chapter 10, Section 1 of the Companies Act ("Options
or Other Special Rights"). 

In addition to the prior announcement that Turret Oy Ab has given a
subscription and underwriting commitment, the Chairman of the Company's Board
of Directors Pertti Ervi and the Company's CEO Esa Harju have also given a
subscription commitment in full concerning the new shares that their holdings
entitle them to subscribe for in the share issue. 





IXONOS PLC

Board of Directors
Esa Harju, President and CEO

For more information, please contact:

Ixonos Oyj

Esa Harju, President and CEO, tel. +358 40 844 3367, esa.harju@ixonos.com




Distribution:

NASDAQ OMX Helsinki

Main media

Attachments:

Ixonos EGM and Board of Directors decisions and new subscription commitments 30102013.pdf