Incap - Prospectus/Announcement of Prospectus

Prospectus approved concerning the rights issue resolved by Incap Corporation on 25 May 2015

Incap Corporation
Stock Exchange Release           25 May 2015 at 2.45 pm (EET)

PROSPECTUS APPROVED CONCERNING THE RIGHTS ISSUE RESOLVED BY INCAP CORPORATION ON
25 MAY 2015

The information in this stock exchange release is not intended to be disclosed
or distributed, directly or indirectly partly or in whole, in Australia, Canada,
Hong Kong, Japan, New Zealand, Singapore South Africa  or in the United States
or in any other country where the disclosure or distribution of this stock
exchange release would be contrary to law.
The Financial Supervisory Authority has today approved the prospectus drafted in
accordance with the Finnish Securities Markets Act (746/2012, as amended)
related to the rights issue resolved by the Board of Directors of Incap
Corporation (the "Company") on 25 May 2015. In the rights issue the Company
offers based on the pre-emptive subscription right of its shareholders in
maximum 109,114,035 new shares in the Company for subscription. The Company has
disclosed the terms and conditions for the rights issue in their entirety
earlier today by a stock exchange release.

The prospectus includes certain previously non-disclosed information, which
according to the Company may have a material impact on the value of its
securities. Such information is as follows:

  * The return on equity presented from the year 2014 is 55.8 per cent in the
    Company's key ratios in the prospectus (previously announced 15.4 per cent)
    and from the year 2013 it is 689.5 per cent (previously announced 725.7 per
    cent). The change is based on the change of the formula used in the
    calculation of the key ratio taking into account both the continuing and
    discontinued operations;
  * The return on investment presented from the year 2014 is 14.9 per cent in
    the Company's key ratios in the prospectus (previously announced 11.2 per
    cent) and from the year 2013 it is -30.4 per cent (previously announced
    -33.6 per cent). The change is based on the change of the formula used in
    the calculation of the key ratio taking into account both the continuing and
    discontinued operations;
  * Compared to the information included in the Financial Statements of the
    Company on 31 December 2014, the following changes have taken place in the
    debt position of the Company during 1 January 2015 and 30 April 2015:


      * The Company has paid EUR 282,428 of its bank loans in Finland;
      * The Company has closed the Finnish factoring credit agreement whose
        balance on 31 December 2014 was EUR 607,841 and opened in Estonia a EUR
        500,000 factoring credit agreement whose balance on 30 April 2015 was
        approximately EUR 300, 000;
      * The Company has continued its Indian bank loan / credit account
        guarantee until 30 June 2015. On 30 April 2015 the used amount of the
        limit was approximately MEUR 1.0;
      * As per 30 April 2015 the credit account in Finland was used up to MEUR
        1.3;
      * The cash balance of the Company on 30 April 2015 was approximately MEUR
        2.2 and net debt approximately MEUR 6.2.
The investors are instructed to acquaint themselves with the entire prospectus
and especially the description of the risk factors in the prospectus.

In addition, Inission AB has informed the Company that the Finnish Financial
Supervisory Authority has granted an exemption to it so that Inission AB has no
duty to launch a public tender offer in accordance with the Finnish Securities
Markets Act (746/14.12.2012, as amended) even if its ownership in the Company
would exceed 50 per cent of the votes related to all shares in the Company
pursuant to the use of the preferred subscription rights within the right issue
resolved today by the Company's Board of Directors. A prerequisite to the
exemption is that in the event Inission AB's ownership due to the use of its
preferred subscription rights in the rights issue would exceed 50 per cent of
the votes related to all the shares in the Company, Inission AB shall not
acquire or subscribe more shares in the Company or otherwise increase its voting
rights in the Company.

The prospectus is available in Finnish language as from 25 May 2015 at the
reception of the registered office of the Company, at Keilaranta 4, 02150 Espoo,
Finland on weekdays during the normal office hours and in the electronic form on
the website of the Company at the internet www.incapcorp.com/investors-f/  and
as from 26 May 2015 at www.fim.com/.

Jonver Capital Oy acts as the financial advisor and Bird & Bird Attorneys Ltd.
acts as the legal advisor to Incap in the rights issue.

To be noted:

This stock exchange 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.

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 is or will be registered in the United States, and the securities will not
be offered to the public in the United States.

In Helsinki, 25 May 2015

INCAP CORPORATION
Board of Directors

Further information:
Ville Vuori, President and CEO, tel. +358 400 369 438
Kirsti Parvi, CFO, tel. +358 50 517 4569

Distribution:
NASDAQ OMX Helsinki Ltd
Principal media
www.incapcorp.com

INCAP IN BRIEF
Incap Corporation is an international contract manufacturer whose comprehensive
services cover the entire life-cycle of electromechanical products from design
and sourcing to actual manufacture and further to maintenance services. Incap's
customers are leading suppliers of high-technology equipment in their own
business segments, and Incap increases their competitiveness as a strategic
partner. Incap has operations in Finland, Estonia, India and China and the
company currently employs approximately 380 people. Incap's share has been
listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information:
www.incapcorp.com





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