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2008-12-22 15:59:31 CET 2008-12-22 16:00:31 CET REGULATED INFORMATION Cencorp - Decisions of extraordinary general meetingDECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF CENCORP CORPORATIONCENCORP CORPORATION STOCK EXCHANGE RELEASE 22.12.2008 DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF CENCORP CORPORATION Following decisions were made in the extraordinary general meeting of Cencorp Corporation on December 22, 2008. 1. SHARE ISSUES Directed share issue to Sampo Bank plc According to the proposal of the Board of Directors general meeting decided upon an issue of new shares against consideration where the shares are offered, deviating from the shareholders' pre-emptive right of subscription, for subscription to Sampo Bank plc (hereinafter referred to as the “SP-issue”). The subscription rights are not transferable. In the event that not all of the shares offered are subscribed, no other shareholder or any third party has a secondary subscription right to the shares. No more than 44,594,041 new shares are offered for subscription in the SP-issue for a subscription price of 0.08 Euros per share. The subscription price in the SP-issue can be paid by setting of Sampo Bank plc's 3,567,523.28 Euro senior loan receivable from the company. The subscription price is based upon agreement with Sampo Bank plc, having regard, inter alia, to the fact that when the issue is finalised a substantial part of the company's debts would be converted into equity and thus improve the capital structure of the company, and to the fact that Sampo Bank plc simultaneously would undertake to amend the terms its remaining loan receivables to be more favourable to the company. The Board of Directors is authorised to decide on the detailed subscription period of the SP-issue. The subscription period of the SP-issue begins on a date set by the Board of Directors after the Extra General Meeting and ends on a date set by the Board of Directors, however being no later than nine (9) months from the date of the Extra General Meeting. The basis for the share issue is the strengthening of the capital structure of the company and securing the general preconditions of operation. Hence the deviation from the pre-emptive right of subscription has a weighty financial reason for the company. The Board of Directors shall decide on all other aspects relating to the SP-issue. Sampo Bank plc has given a subscription undertaking whereby it undertakes to subscribe the shares offered to it in the SP-issue against the 3,567,523.28 Euro senior loan receivable it has against the company. The subscription undertaking is valid provided certain preconditions are met, including certain resolutions by the Board of Directors. Share issue to the shareholders According to the proposal of the Board of Directors general meeting decided upon an issue of new shares against consideration, where the shares are offered for subscription to the company's shareholders pro rata to their previous shareholding in the company (below the “Pre-emptive issue”). In addition those shareholders who have used their pre-emptive right to subscribe for new shares in the Pre-emptive issue are entitled to subscribe to shares that have not been subscribed for based on the primary pre-emptive subscription rights (i.e. a secondary subscription right). In the Pre-emptive issue no more than 87,500,000 new shares would be offered for subscription. The Board of Directors is authorised to resolve in more detail on the maximum amount of new shares offered for subscription, however, so that the maximum amount of new shares to be offered within the pre-emptive rights issue shall be at least 38,750,000 new shares and at most 87,500,000 new shares. The subscription price is 0.08 Euros per share. The maximum amount of new capital that may be raised in the Pre-emptive issue would hence be no less than 3,100,000 Euros and no more than 7,000,000 Euros. The Board of Directors is authorised to decide on the detailed subscription period of the Pre-emptive issue. The subscription period of the Pre-emptive issue begins on a date set by the Board of Directors after the Extra General Meeting and ends on a date set by the Board of Directors, however being no later than nine (9) months from the date of the Extra General Meeting. The subscription period begins after the registration of the new shares issued in the SP-issue, enabling the shares subscribed to in the SP-issue to take part in the Pre-emptive issue. The Board of Directors shall decide on all other aspects relating to the Pre-emptive issue. Savcor Group Ltd Oy undertaken to ensure that new shares for a value of at least 1.6 million Euros are subscribed for in the Pre-emptive issue. The subscription undertaking is valid provided certain preconditions are met, including certain resolutions by the Board of Directors. Directed share issue to members of the Board of Directors According to the proposal of the Board of Directors general meeting decided upon an issue of new shares against consideration, where the shares are offered, deviating from the shareholders' pre-emptive right of subscription, for subscription to the new board members to be elected by the Extra General Meeting (hereinafter referred to as the “Incentive-issue”). The subscription rights are not transferable. In the event that not all of the shares offered are subscribed, no other shareholder or any third party has a secondary subscription right to the shares. No more than 5,000,000 new shares are offered for subscription in the Incentive-issue for a subscription price of 0.09 Euros per share. The subscription price is set to offer an incentive for the board members and increase their commitment to the company. The Board of Directors is authorised to decide on the detailed subscription period of the Incentive-issue. The subscription period of the Incentive-issue begins on a date set by the Board of Directors after the Extra General Meeting and ends on a date set by the Board of Directors, however being no later than nine (9) months from the date of the Extra General Meeting. The subscription period begins simultaneously with the Pre-emptive issue in such manner that shares subscribed for in the Pre-emptive issue cannot participate in the Incentive-issue. The basis for the share issue is the creation of a share based incentive scheme with a committing effect for the members of the Board of Directors. Hence the deviation from the pre-emptive right of subscription has a weighty financial reason for the company. The Board of Directors shall decide on all other aspects relating to the SP-issue. Mr. Hannu Timmerbacka and Mr Matti Paasila have undertaken to subscribe to shares offered in the Incentive-issue for a value of 450,000 Euros. The subscription undertaking is valid provided certain preconditions are met, including certain resolutions by the Board of Directors. By the share issues referred to above it is not the intention to amend any of the existing, earlier decided authorisations. 2. AMENDING THE ARTICLES OF ASSOCIATION According to the proposal of the Board of Directors, general meeting decided to amend the Articles of Association of the company and remove the redemption right clause 12 of the Articles of Association. 3. ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS General meeting decided to elect three members to the Board of Directors. Mr. Hannu Timmerbacka, Mr. Matti Paasila and Mr. Markku Jokela were elected as board members. In Lohja, December 22, 2008 Cencorp Corporation BOARD OF DIRECTORS Further information: Ville Parpola Vice President, Legal Affairs Tel. +358 407726484 Cencorp develops and supplies automation solutions to the electronics and semiconductor industry that enhance productivity. Distribution: NASDAQ OMX Helsinki Main media www.cencorp.com |
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