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2007-05-08 09:20:25 CEST 2007-05-08 09:20:25 CEST REGULATED INFORMATION Ixonos - Company AnnouncementPAYMENT OF FIRST ADDITIONAL ACQUISITION PRICE INSTALLMENT FOR THE SHARE CAPITALIxonos Plc Stock Exchange Release 8 May 2007 PAYMENT OF FIRST ADDITIONAL ACQUISITION PRICE INSTALLMENT 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 first additional acquisition price based on the turnover and result of Ixonos Project Management Services Ltd in 2006 amounted to EUR 766,000. It was decided that the additional acquisition price be paid partly in cash and partly with new Ixonos Plc shares. To pay the share consideration, the Board of Directors of Ixonos Plc has decided on a share issue, based on the authorization of the Annual General Meeting of 22 March 2007, where 112,300 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 4.76 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 quotation of the Ixonos Plc share on the Helsinki Stock Exchange during 1 December 2006 - 28 February 2007. The new shares shall be applied for public trading on the Helsinki Stock Exchange in the same share class as the company's shares presently traded. This is estimated to take place by 31 May 2007. Of the total number of shares paid as an additional acquisition price, 28,075 shares will be subject to a transfer restriction ending on 1 January 2009. The second and third payment of the additional acquisition price for the share capital of Ixonos Project Management Services Ltd, which are tied to the development of the company's turnover and result in 2007, are due in spring 2008. Ixonos operates in the IT and ICT service markets, offering its customers flexible software development, maintenance and project management solutions that support their competitiveness and risk management. Ixonos´s clientele comprises leading mobile and smartphone manufacturers operating on the global markets, mobile network suppliers and telecom operators as well as finance companies and public administration organisations. The number of personnel exceeds 600. In Helsinki on 8 May 2007 IXONOS PLC Kari Happonen President and CEO ADDITIONAL INFORMATION: Ixonos Plc CFO Petteri Mussalo, phone +358 424 2231, mobile +358 400 193 779, petteri.mussalo@ixonos.com. DISTRIBUTION: Helsinki Stock Exchange Main media APPENDIX 1 TERMS OF SHARE ISSUE New shares The Company offers a total number of 112,300 new shares for subscription. The new shares to be issued correspond to approximately 1.5 % of the Company's registered shares and the votes conferred by them on the day the share issue was decided upon. Subscription right The new shares will be offered to Timo Kaisla for subscription. The shareholders' pre-emptive subscription right will be deviated from in order to increase Kaisla's commitment and incentive to boosting Ixonos Plc's shareholder value. The Board of Directors thus considers that there are weighty financial grounds for the deviation from the shareholders' pre-emptive subscription right. Subscription period The share subscription period starts on 7 May 2007 and ends on 14 May 2007.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 EUR 4.76. The subscription price corresponds to the trade volume weighted average quotation of the Company's share on the Helsinki Stock Exchange during 1 December 2006 - 28 February 2007. Of the subscription price, EUR 0.04 per share will be added to the share capital and the rest 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 first additional acquisition payment a sum corresponding to the subscription price. The abovementioned first additional acquisition price and the amount is 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 Service 4 Mobile Oy. 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 canceling the share issue, completely or partly. Registering the shares and applying for the shares to be subject to trade at 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. The new shares shall be applied for public trading in the same share class as the company's old shares. This is estimated to take place by 31 May 2007. 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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