Ixonos - Company Announcement

IXONOS PREPARES ARRANGING ITS FINANCING AND A DIRECTED SHARE ISSUE

Helsinki, Finland, 2015-11-30 19:00 CET (GLOBE NEWSWIRE) -- 
 IXONOS PLC           STOCK EXCHANGE RELEASE          30.11.2015 at 20:00



Not to be published or distributed in or into the United States, Canada,
Australia, Hong Kong, South Africa or Japan. 



IXONOS PREPARES ARRANGING IT’S FINANCING AND A DIRECTED SHARE ISSUE



Ixonos Plc (“Ixonos” or “Company”) is conducting negotiations on its financing
arrangements (“Arrangement”) with its five financiers not related to its owners
(“Financial Institutions”) and Tremoko Oy Ab (“Tremoko”). In the Arrangement,
the Financial Institutions or some of them would, in addition to other
reorganisation, grant partial waiver of the Company’s debts (“Composition”),
with the total value of the waiver being estimated at approximately EUR 4
million. In connection with the Arrangement, the Company would arrange a
directed share issue in derogation of the shareholders’ pre-emptive
subscription right (“Directed Share Issue”) in which the Company’s Board of
Directors would decide, on the basis of the authorisation of the Annual General
Meeting 29 April 2015, on issuing new Company shares for subscription by one or
more Financial Institutions for the subscription price of EUR 0.085 per share,
altogether worth approximately EUR 0.65 million. In the Directed Share Issue,
the Financial Institutions would be entitled to pay the subscription price of
the Shares they subscribe for by setting off claims they have from the Company. 



It would also be agreed in connection with the Arrangement that Ixonos’
financing based on borrowed capital with interest is reorganised between the
Company, the Financial Institutions and the Company’s largest shareholder
Tremoko. After the Arrangement and the planned subscription rights issue
announced on 11 November 2015, the Company would have a total of approximately
EUR 8.0–8.5 million in financing based on borrowed capital with interest,
divided so that altogether approximately EUR 0.5–1.0 million is from the
Financial Institutions and EUR 7.5–8.0 million from Tremoko, which may or may
not include rights entitling to shares that are set out in Chapter 10 Section 1
of the Finnish Limited Liability Companies Act (a loan or a convertible loan).
On 30 September 2015, the Company had approximately EUR 18.9 million’s worth of
financing based on borrowed capital with interest. 



Carrying out the arrangement requires approval from the Financial Institutions.
Tremoko has set as conditions for the said rearrangement of financing based on
borrowed capital with interest that the Composition is executed, that the
Directed Share Issue is arranged and that other terms of the Arrangement are
agreed upon. 



As a whole, the Composition and the Directed Share Issue would support the
Company’s financial standing in a situation in which the Company predicts that
the turnover of the whole of 2015 is EUR 16-18 million and assesses that the
operating result weakens in comparison to the year 2014 and that the Company’s
operative cash flow is negative. The planned Arrangement would substantially
enhance Ixonos’ solvency ratio. 





IXONOS PLC

Board of Directors



Further information:



Ixonos Plc

CEO Sami Paihonen, tel. 050 502 1111, sami.paihonen@ixonos.com

CFO Kristiina Simola, tel. 040 756 3132, kristiina.simola@ixonos.com



Distribution:

NASDAQ OMX Helsinki

Main media





DISCLAIMER



The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. These written materials do not constitute an offer
of securities for sale in the United States, nor may the securities be offered
or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder. The Company does not intend to register
any portion of the offering in the United States or to conduct a public
offering of securities in the United States. 



The issue, exercise and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
assumes no responsibility in the event there is a violation by any person of
such restrictions. 



The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by the
Company. 



The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which
has implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member
States (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an "offer of securities to the public" means the communication in
any form and by any means of sufficient information on the terms of the offer
and the securities to be offered so as to enable an investor to decide to
exercise, purchase or subscribe the securities, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU. 



This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). Any investment activity to which this
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.

Attachments:

Tiedote_Rahoitusjarjestely 30.11.2015 EN.pdf