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2007-05-02 10:15:00 CEST 2007-05-02 10:15:00 CEST REGULATED INFORMATION Benefon Oyj - Company AnnouncementGEOSOLUTIONS B.V. TRANSACTION CLOSED AND SHARE EXCHANGE ACCOMPLISHEDThe Board of Directors of Benefon Oyj has resolved on purchase of GeoSolutions B.V. according to authorization granted to it by the Annual General Meeting of April 16th, 2007. Accordingly the Board has decided to issue agreed number of Benefon Oyj's new investment series shares to GeoHolding B.V., to the sole owner of GeoSolutions B.V., and agreed number of option rights to key resources of GeoSolutions B.V. as follows. Benefon announced today that company's Board of Directors has, in accordance with the terms of the share exchange agreement (“Exchange Agreement”) entered into with GeoHolding B.V. on March 22nd, 2007 (“GeoHolding”), decided to issue shares to GeoHolding and option rights to certain key resources. The agreed initial purchase price EUR 6,000,000 consists of two parts. The first part of EUR 4,200,000 is agreed to be paid by issuing 21,000,000 new investment series shares at closing and the remainder of EUR 1,800,000 is agreed to be paid by issuing 9,000,000 new investment series shares that shall immediately be transferred in escrow and released to GeoHolding once the agreed conditions have been met. Due to technical reasons the above-mentioned shares shall be issued in two separate issues. The maximum number of new investment series shares offered for subscription in the first directed share issue (“Issue”) is 21,000,000 and subscription price is EUR 0.20 per share. The subscription price for the shares issued in the Issue shall be paid as a contribution in kind by transferring all outstanding shares of GeoSolutions B.V., representing the whole authorized share capital of the company, to Benefon Oyj as agreed in the Exchange Agreement. In addition to the Issue the Board of Directors has, in accordance with the Exchange Agreement, decided to issue a maximum of 9,000,000 new investment series shares for subscription by GeoHolding without charge (the “Second Issue”). The shares shall be deposited in escrow and released upon meeting the conditions set forth in the Exchange Agreement. If the conditions are not met within the agreed time period the shares issued in the Second Issue shall be returned to Benefon without charge and the purchase price shall be decreased correspondingly to the agreed value of such shares. At the same with the Second Issue company's share capital shall be increased by EUR 0.01 for each share issued by transferring a correspondent amount from the premium fund to share capital. As a result company's share capital may increase by a maximum of EUR 90,000.00 and the premium fund may correspondingly decrease by a maximum of EUR 90,000.00. In addition to aforementioned directed share issues the Board of Directors has decided to issue at maximum 9,778,500 option rights to the key resources of GeoSolutions B.V. as agreed in the Exchange Agreement. The option rights shall be offered to the senior management, members of the board of directors and key employees of GeoSolutions B.V. as specified in the terms and conditions of the option plan. The share subscription price for the option rights is EUR 0.14 per share and the share subscription period begins on April 27th, 2007 at the earliest and ends on April 7th, 2014 at the latest. The option rights are divided into nine (9) series and the share subscription periods are different for different series. Subscription period for the Issue and Second Issue begins on April 27th, 2007 and ends on May 2nd, 2007. The Board also decided that all subscription made in accordance with the respective issue terms shall be accepted. As a result of subscriptions and share capital increase from the premium fund the share capital of the company shall increase by a maximum of EUR 300,000.00. The shares offered for subscription in the directed share issues represent at maximum 10,22 % and the option rights at maximum 3,33 % of the company's registered shares prior the respective increase in share capital. Subscription period for the option rights begins on April 27th, 2007 and ends on April 27, 2012. The Board also decided that all subscription made in accordance with the terms and conditions of the option rights shall be accepted. The new shares are equivalent of their right with company's existing investment series shares and will be registered in the trade register as soon as possible. The company shall prepare a prospectus for listing the shares issued in the Issue and the Second Issue and the issued shares shall be applied for listing without delay after the prospectus has been approved. May 2nd, 2007 BENEFON OYJ Tomi Raita CEO For more information: Tomi Raita tel. +358-2-77400 www.benefon.com Distribution: Helsinki Exchanges Principal news media |
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