Ixonos - Company Announcement

IXONOS PLANS RIGHTS ISSUE TO RAISE MAXIMUM OF EUR 4.3 MILLION

Helsinki, Finland, 2012-12-21 16:35 CET (GLOBE NEWSWIRE) -- Ixonos, Stock
Exchange Release, 21.12.2012 17.35 EET 

Not to publish in or distributed to The United States of America, Canada,
Australia, Hong Kong, South Africa or Japan 





IXONOS PLANS RIGHTS ISSUE TO RAISE MAXIMUM OF EUR 4.3 MILLION



Ixonos Plc ("Ixonos" or "Company")is preparing a share issue (“Share Issue”)
directed at the company's present shareholders and intended to raise maximum of
 EUR 4.3 million.  The Board of the Directors is going to propose to
extraordinary shareholder's meeting that the meeting will authorize the Board
of Directors to decide on a rights issue of maximum of 40 million new shares
against payments in one or multiple share issues. The Share Issue is pending,
among other things to the approval of the extraordinary shareholder's meeting
on 15th January 2013. The funds raised in the Share Issue, Company is planning
to use to carry forward its' change project and to strengthen its' balance
sheet.  Pohjola Corporate Finance Ltd will act as a lead manager in planned
share issue. 

Of the Company's shareholders Turret Oy Ab ("Turret") (approx. 22,8 percent of
shares), SEB Life International Assurance Company as investment in Policy 
(approx. 5,8 percent of shares), Ilari Koskelo (approx. 2,9 percent shares),
The Chairman of the Board  Pertti Ervi (Approx. 0,27 percent of shares), The
future CEO and President Esa Harju (Approx. 0,13 percent of shares) and other
persons from company management, Representing a total of approx. 31.9 percent
of company shares have given a subscription commitment in full the new shares
that their holding's entitle them to subscribe for. 

In Addition Turret has given underwriting commitment to shares that are not
subscribed for in the issue with maximum amount of EUR 0,5 Million and Ilari
Koskelo with maximum of EUR 0,5 Million. The underwriting commitment given by
Turret is conditional upon the Finnish Financial Supervisory Authority having
granted Turret a permanent exemption from the obligation pursuant to the
Finnish Securities Market Act to make a mandatory public offer for the
remainder of the shares and other securities entitling to shares issued by the
Company in case Turret's ownership, as a result of the Share Issue, exceeds 30
per cent of the voting rights attached to the Company's shares. If the given
underwriting commitments are used, such underwritings are only used to the
extent the ownership of the parties having given the underwriting  does not, as
a result of the use of the subscription commitment and the underwriting
commitment, exceed 30 per cent of the voting rights attached to the Company's
shares. 

The Board of Directors of Company will determine later all the provisions of
share issue, including number of issued shares and the subscription price,
after the extraordinary shareholders meeting has grant the Board of Directors
to decide of the share issue. The planned share issue is intended to carry
through before end on February 2013 in accordance with the market conditions. 

The invitation to extraordinary general meeting has been published today with a
separate stock exchange release. The Board proposals to extraordinary general
meeting and other information concerning to extraordinary general meeting is
available in Company web pages www.ixonos.com in Finnish. 





Helsinki, 21.December 2012







IXONOS OYJ

The Board of directors





Additional Information



Pertti Ervi, the Chairman of the Board of Directors, tel, +33 6 8583 9153



Timo Leinonen CFO, Senior Vice President. +358 400 793 073 email.
timo.leinonen@ixonos.com 



Distribution

NASDAQ OMX Helsinki Oy

main media

www.ixonos.com



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
and Pohjola Corporate Finance Oy assume 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:

Ixonos_stock exchange release_share issue_2013.pdf