SSH Communications Security Oyj - Company Announcement

SSH Communications Security Corporation is preparing to issue convertible capital securities

Helsinki, Finland, 2015-03-17 08:30 CET (GLOBE NEWSWIRE) -- 
SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT 17 MARCH, 2015 AT
09:30AM 

SSH Communications Security Corporation is preparing to issue convertible
capital securities 

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE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. 

SSH Communications Security Corporation is preparing to issue convertible
capital securities of an estimated EUR 10 million, but not more than EUR 12
million. The convertible capital securities would be offered to be subscribed
for institutional investors (private placement). The issue of convertible
capital securities would take place in the near future subject to market
conditions. 

Convertible capital securities are instruments subordinated to the company's
other debt obligations and treated as equity in IFRS consolidated financial
statements. Subscribers of the convertible capital securities would receive
special rights in accordance with Chapter 10, section 1 of the Limited
Liability Companies Act, with the condition that the receivable of the creditor
is to be set off against the subscription price of the share. The special
rights would be issued pursuant to the authorisation granted by the Annual
General Meeting to the Board of Directors on 20 March 2014. 

The number of special rights and the subscription price of the shares will be
determined based on the volume-weighted average share price (VWAP) of the
Issuer on NASDAQ OMX Helsinki Ltd during a period of 30 days preceding the
pricing date of the Convertible Capital Securities, however excluding the
pricing date, added by 25%. 

If the issue takes place, the Company's main owner Tatu Ylönen has, either
directly or through his controlled company Clausal Computing Ltd, undertaken to
subscribe for convertible capital securities for a total amount of EUR 2
million, at maximum. 

The convertible capital securities would be used to the repayment of the
capital securities issued in December 2012 and to strengthen the Company's cash
position, making growth investments and defending and monetizing the Company's
intellectual property rights. 

Evli Bank Plc acts as the company's lead manager and Castrén & Snellman
Attorneys Ltd as the company's legal advisor in the issue of convertible
capital securities. 

SSH Communications Security Corporation

Jyrki Lalla
CFO

Further Information: Jyrki Lalla, CFO, Tel. No. +358 45 3404641

Distribution:
NASDAQ OMX Helsinki Ltd
Key Media
www.ssh.com

This release is for informational purposes only and is not to be construed as
an offer to purchase or sell or a solicitation of an offer to purchase or sell
with respect to any convertible capital securities. The distribution of this
release and the related material concerning the issuance of the convertible
capital securities are prohibited by law in certain countries. The convertible
capital securities are not being offered to the public either inside or outside
of Finland. Persons resident outside of Finland may receive this release and
the related convertible capital securities documentation only in compliance
with applicable exemptions or restrictions. Persons into whose possession this
release and the related convertible capital securities documentation may come
are required to inform themselves about and comply with such restrictions. This
release and the related convertible capital securities documentation may not be
distributed or published in any country or jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction or would
require actions under the laws of a state or jurisdiction other than Finland,
including the United States, Canada, Australia, Hong Kong, South Africa and
Japan. The information contained herein shall not constitute an offer to sell
or tender, or a solicitation of an offer to buy or sell SSH's convertible
capital securities to any persons in any jurisdiction in which such offer,
solicitation or sale or tender would be unlawful. SSH's representatives assume
no legal responsibility for such violations, regardless of whether the parties
contemplating investing in or divesting SSH's convertible capital securities
are aware of these restrictions or not. SSH's convertible capital securities
will not be registered under the US Securities Act of 1933, nor under any
securities legislation of any state in the United States, and they may not be
offered, sold, resold, delivered, distributed, bought or transferred in the
United States or to US citizens or on behalf of US citizens, except pursuant to
an exemption from the registration requirements of the Securities Act of 1933
and any applicable state law legislation.