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2008-05-08 16:05:00 CEST 2008-05-08 16:05:01 CEST Ixonos - Tender offerPAYMENT OF SECOND AND THIRD ADDITIONAL ACQUISITION PRICE INSTALLMENTS FOR THEIXONOS PLC STOCK EXCHANGE RELEASE 8 MAY 2008 at 5.05 pm PAYMENT OF SECOND AND THIRD ADDITIONAL ACQUISITION PRICE INSTALLMENTS FOR THE SHARE CAPITAL OF SERVICE 4 MOBILE OY - A DIRECTED SHARE ISSUE By a contract signed on 19 June 2006, Ixonos Plc acquired the entire share capital of Service 4 Mobile Oy (now Ixonos Project Management Services Ltd), a company specializing in project management services. In accordance with the terms of the share acquisition contract, the final acquisition price was tied to the development of the turnover and result of Ixonos Project Management Services Ltd during 2006 and 2007. In accordance with the terms of the share acquisition contract, the second and third additional acquisition prices, based on the turnover and result of Ixonos Project Management Services Ltd in 2007, amounted to EUR 941,065.18. The additional acquisition prices were agreed to be paid partly in cash, and partly with new Ixonos Plc shares. To pay the share consideration, and based on the authorization of the Annual General Meeting of 3 April 2008, the Board of Directors of Ixonos Plc has decided on a share issue, where 126,255 new Ixonos Plc shares are directed at the former main owner and present Chief Executive Officer of Ixonos Project Management Services Ltd, for a share subscription price of EUR 4.83 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 price of the Ixonos Plc share on the Helsinki Stock Exchange during 1 January - 31 March 2008. Public trading of the new shares, on the Helsinki Stock Exchange, in the same share class as the Company's presently traded shares, will be applied for; this is estimated to take place by 31 May 2008. Of the total number of shares paid as an additional acquisition price, 63,128 shares will be subject to a transfer restriction ending on 1 January 2009. Ixonos Plc operates in the information and communication technology service markets producing customer specific technology consulting, project management and software production services for advancing competitiveness and risk management. Ixonos´s clientele comprises leading mobile and smartphone manufacturers, mobile network suppliers and telecom operators operating on the global markets as well as Finnish finance, industrial and service companies and public administration organizations. IXONOS PLC Kari Happonen President and CEO FURTHER INFORMATION IS AVAILABLE FROM: Ixonos Plc Timo Leinonen, Vice President and CFO tel. +358 424 2231, mobile +358 400 793 073, timo.leinonen@ixonos.com DISTRIBUTION: OMX Nordic Exchange Helsinki Main media APPENDIX 1 TERMS OF SHARE ISSUE New shares Ixonos Plc (“the Company”) offers a total number of 126,255 new Company shares for subscription. The new shares to be issued correspond to approximately 1.4% of the Company's registered shares and of the votes conferred by them on the closing day of the share issue. Subscription right The new shares will be offered to Timo Kaisla for subscription. The shareholders' pre-emptive right will be deviated from, because the second and third additional acquisition prices, pertaining to the share capital of Ixonos Project Management Services Ltd, will partly be paid in new Company shares. The aim is also to increase the subscription right holder's commitment and incentive to boost the Company's shareholder value. Thus, the Board of Directors considers that there are weighty financial grounds for the Company to deviate from the shareholders' pre-emptive right. Subscription period The share subscription period begins on 28 April 2008, and ends on 30 April 2008. The Board of Directors has the right to discontinue the subscription period once all shares have been subscribed. Subscription price and entering the price The share subscription price of the issue is based on the terms of the share acquisition contract, and is therefore EUR 4.83. The subscription price corresponds to the trade volume weighted average price of the Company's share on the Helsinki Stock Exchange during 1 January - 31 March 2008. Of the subscription price, EUR 0.04 per share will be added to the share capital; the remainder will be entered into the fund of invested non-restricted equity. Payment of the subscription price The subscription right holder has the right and obligation to pay the new shares he has subscribed, by deducting from his receivables of the second and third additional acquisition prices a sum corresponding to the subscription price. The abovementioned second and third additional acquisition prices, and their amounts, are based on the terms of the share acquisition contract, between the Company and the holder of the subscription right, pertaining to the share capital of Ixonos Project Management Services Ltd. In accordance with the above, the shares have to be paid before the end of the subscription period. 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. The Company's Board of Directors decides on the approval or rejection of the subscriptions. The Board of Directors has the right to decide on completely or partly cancelling the share issue. Registering the shares and applying for the shares to be subject to trade at the Helsinki Stock Exchange Registered and fully paid shares are registered in the Company's share register once the increase of shareholders' equity and the new shares have been registered in the Trade Register. Public trading of the new shares, in the same share class as the Company's old shares, will be applied for; this is estimated to take place by 31 May 2008. 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 on other matters related to the share issue. |
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