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2007-11-21 13:49:37 CET 2007-11-21 13:49:37 CET REGULATED INFORMATION Ixonos - Company AnnouncementPAYMENT OF ACQUISITION PRICE FOR THE SHARE CAPITAL OF IXONOS ULKOISTUSPALVELUT OY (FORMER CIDERCONE LIFE-CYCLE SOLUTIONS OY) - A DIRECTED SHARE ISSUEIXONOS PLC STOCK EXCHANGE RELEASE 21 NOVEMBER 2007 PAYMENT OF ACQUISITION PRICE FOR THE SHARE CAPITAL OF IXONOS ULKOISTUSPALVELUT OY (FORMER CIDERCONE LIFE-CYCLE SOLUTIONS OY) - A DIRECTED SHARE ISSUE By a contract signed on 4 September 2007 Ixonos Plc agreed to acquire the entire share capital of Ixonos Ulkoistuspalvelut Oy (former Cidercone Life-Cycle Solutions Oy), a company producing business critical wireless and Internet services. The base acquisition price for the share capital of Ixonos Ulkoistuspalvelut Oy amounted to approximately EUR 9 million, EUR 3.8 million of which was paid in cash at the same time with the signing of the contract. To pay the part of the base acquisition price payable as share consideration, the Board of Directors of Ixonos Plc has decided on a share issue to the shareholders of Ixonos Ulkoistuspalvelut Oy, based on the authorization of the Annual General Meeting of 22 March 2007. Pursuant to the decision of the Board of Directors of Ixonos Plc in total 850.000 new Ixonos Plc shares were directed to the shareholders of Ixonos Ulkoistuspalvelut Oy for a share subscription price of EUR 6.11 per share and under the conditions of Appendix 1. The share subscription price is based on the terms of the share acquisition contract and corresponds to the trade volume weighted average quotation of the Ixonos Plc share on the Helsinki Stock Exchange during 22 Aug 2007 - 30 Aug 2007. All the shares were subscribed immediately. In addition, the sellers can be paid an additional acquisition price based on Ixonos Ulkoistuspalvelut Oy's net profit for fiscal year 2008. The new shares shall be applied for public trading on the Helsinki Stock Exchange in the same share class as the company's shares presently traded. This is estimated to take place by 4 December 2007. Of the shares directed to sellers, 50 percent will be subject to a transfer restriction for a 12 month period from the effective date of the acquisition. Ixonos operates in the ICT service markets, offering its customers flexible software development, maintenance and project management solutions that support their competitiveness and risk management. Ixonos's clientele comprises leading mobile and smartphone manufacturers operating on the global markets, mobile network suppliers and telecom operators as well as Finnish finance companies and public administration organisations. The number of personnel exceeds 800. In Helsinki on 21 November 2007 IXONOS PLC Kari Happonen President and CEO ADDITIONAL INFORMATION: Ixonos Plc Kari Happonen Tel. +358 424 2231, mobile +358 400 700 761, kari.happonen@ixonos.com DISTRIBUTION: OMX Nordic Exchange Helsinki Main media Appendix 1 T E R M S O F S H A R E I S S U E Based on the authorization granted by the general meeting held on 22 March 2007 the Board of Directors of Ixonos Plc (the “Company”) has on 16 November 2007 decided upon a directed share issue with the following terms: NEW SHARES The Company offers a total number of 850.000 new shares for subscription. The new shares to be issued correspond to approximately 9.5 percent of the Company's shares and the votes after the registration of the new shares. SUBSCRIPTION RIGHT The new shares will be offered deviating from the shareholders' pre-emptive subscription right to the shareholders of Ixonos Ulkoistuspalvelut Oy (former Cidercone Life-Cycle Solutions Oy) in accordance with the terms of the share acquisition contract concluded between the Company an the before mentioned shareholders. The shares are offered in deviation of the shareholders pre-emptive subscription right in order to pay the purchase price for the shares in Ixonos Ulkoistuspalvelut Oy and to thus finance the acquisition of the shares in Ixonos Ulkoistuspalvelut Oy, to improve the capability and capacity of the Company to deliver software and information system projects and maintenance and to complement the Company's service offering with hosting services. The Board of Directors thus considers that there are weighty financial grounds for the deviation from the shareholders' pre-emptive subscription right. SUBSCRIPTION PERIOD The share subscription period starts on 16 November 2007 and ends on 23 November 2007 or earlier when all shares have been subscribed. SUBSCRIPTION PRICE AND CONTRIBUTION IN KIND The share subscription price of the issue is EUR 6.11 which price corresponds to the trade volume weighted average quotation of the Company's share on the Helsinki Stock Exchange during 22 Aug 2007 - 30 Aug 2007. The total subscription price of the shares is thus EUR 5,193,500. Of the subscription price, EUR 0.04 per share will be added to the share capital and the rest will be entered into the fund of invested non-restricted equity. SUBSCRIPTION OF SHARES, APPROVAL OF SUBSCRIPTIONS AND CANCELLATION OF THE SHARE ISSUE The subscription of shares is registered on a separate subscription list. The subscription is binding. A partial subscription is not possible and all shares shall thus have to be subscribed in whole. The Company's Board of Directors decides upon the approval or rejection of the subscriptions after the end of the subscription period. The Board of Directors has the right to decide on cancelling the share issue, completely or partly. PAYMENT OF THE SUBSCRIPTION PRICE The shares shall be paid at the subscription. The subscription right holder has the obligation to pay the new shares he has subscribed by setting off in whole the base acquisition price as defined in the share acquisition contract and that remains after the cash consideration. The set off shall be considered to have taken place when the Board of Directors has approved the subscriptions. REGISTERING THE SHARES AND APPLYING FOR THE SHARES TO BE SUBJECT TO TRADE AT HELSINKI STOCK EXCHANGE Subscribed and fully paid shares are registered in the subscriber's book-entry account once the new shares have been registered with the Trade Register. The new shares shall be applied for public trading in the Helsinki Stock Exchange. This is estimated to take place by 4 December 2007. SHAREHOLDERS' RIGHTS The shares entitle their holder to dividend and other shareholders' rights from the registration of the new shares. OTHER MATTERS The Board of Directors decides upon other matters related to the share issue. |
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