Ixonos - Company Announcement

Ixonos: The board of directors of Ixonos Plc has decided on a rights issue in a maximum amount of approximately eur 5.43 million

Helsinki, Finland, 2013-11-11 11:00 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          11 November 2013 at 12:00 


Not to be published in or distributed to the United States of America, Canada,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



The Board of Directors of Ixonos Plc ("Ixonos" or the "Company") has decided on
a rights issue in a maximum amount of approximately EUR 5.43 million (the"Rights Issue") the main contents of which are: 

  -- The subscription price is EUR 0.07 per share
  -- Each existing share held at the record date of 14 November 2013 entitles
     the holder to subscribe for eleven (11) new shares, subscription ratio
     (1:11)
  -- The ex-rights date is 12 November 2013 and the record date for the rights
     issue is 14 November 2013
  -- Subscription rights will be traded in NASDAQ OMX Helsinki Ltd between 19
     November and 26 November 2013
  -- The subscription period will be between 19 November and 3 December 2013



Pursuant to the authorisation granted by the Extraordinary General Meeting of
Ixonos held on 30 October 2013, the Board of Directors of Ixonos has decided on
a Rights Issue in a maximum amount of approximately EUR 5.43 million in which
up to 77,526,075 shares (the "Shares") will be issued in accordance with the
pre-emptive rights of the shareholders. The Company intends to use the proceeds
of the Rights Issue to strengthen its equity and balance sheet. The Company
plans to use the proceeds of the Rights Issue to repay existing debt and to
improve its working capital. 



Shareholders who are registered in the Company's shareholder list, held by
Euroclear Finland, on the record date of the Rights Issue, 14 November 2013,
will automatically get one freely tradable subscription right per owned share.
For each subscription right the holder is entitled to subscribe for eleven (11)
Shares. The subscription price is EUR 0.07 per each Share. This price
represents a discount of approximately 32 per cent on the theoretical ex-rights
price (TERP) based on the closing price of the Company's share at NASDAQ OMX
Helsinki Ltd on 8 November 2013. 



In order to ensure the equal treatment of shareholders and the 2011 Stock
Options holders the Board of Directors of the Company has on 30 October 2013,
due to the consolidation of the Company's shares that was entered into the
Trade Register on 1 November 2013, and on 11 November 2011, due to the Rights
Offering, adjusted the subscription ratio and the subscription price of the
2011 Stock Options in accordance with the terms and conditions of the 2011
Stock Options. As regards stock options IV/A, the subscription ratio shall be
amended to 5.60 and the subscription price shall be amended to EUR 0.27 per
share. As regards stock options IV/C, the subscription ratio shall be amended
to 5.60 and the subscription price shall be amended to EUR 0.19 per share. In
connection with such adjustment, options IV/B forming part of the 2011 Stock
Options were declared as having expired. 



The Company's shareholders Turret Oy Ab ("Turret") (representing approx. 24.25
per cent of the shares), the Chairman of the Board of Directors of the Company
Pertti Ervi (representing approx. 0.35 per cent of the shares) and the CEO and
President of the Company Esa Harju (representing approx. 0.17 per cent of the
shares) have given subscription commitments to subscribe in full the new Shares
that their holdings entitle them to subscribe for. The subscription 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 subscription commitment,
exceeds 30 per cent of the voting rights attached to the Company's shares. 



In addition to the subscription commitment, Turret has given an underwriting
commitment to subscribe for Shares that are not subscribed for in the Rights
Issue in maximum amount of EUR 1.0 million. If the given underwriting
commitment is used, such underwriting is only used to the extent the ownership
of the party having given the underwriting commitment 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. 



In connection with the Rights Offering Turret has on 7 November 2013 given an
undertaking according to which Turret will at the earliest on 31 December 2014
require the Company to repay the short-terms loan granted by Turret in
aggregate amount of EUR 3.5 million if the Rights Issue is completed by 20
December 2013 in a minimum net amount of EUR 4.5 million. Turret shall not set
off the above-mentioned loans against the subscription price resulting from
share subscriptions based on the subscription commitment and the underwriting
commitment. According to the undertaking, Turret has the right, if requested by
it, to convert such loans, partly or in their entirety, into share capital, a
hybrid loan or another equity instrument pursuant to IFRS that is issued by
Ixonos on arms' length terms. If the Rights Issue, the Directed Share Issue and
the issue of Options or Other Special Rights (as defined below, together the"Issues") are completed prior to 31 December 2014 in a minimum amount of MEUR
5, has Turret the right to request that such loans, including interest, are
repaid with the amount that the net amount of the Issues exceeds MEUR 5. The
Board of Directors of the Company and the financiers being party to the
Company's financing agreement have accepted the undertaking. 



The fulfillment of the subscription commitments and the underwriting commitment
as well as Turret's above-mentioned undertaking is additionally subject to
certain customary conditions. 



The Company has on 8 October 2013 announced its plan to raise, in addition to
the Rights Issue, up to EUR 3.5 million by issuing shares in a directed share
issue ("Directed Share Issue") or option rights or other special rights
entitling to shares that are set out in Chapter 10, Section 1 of the Companies
Act ("Options or Other Special Rights"). The Company continues its preparations
concerning a Directed Share Issue and an issue of Options or Other Special
Rights within the frames set by the Board authorisation following the Rights
Issue. 



The Company has filed a prospectus in Finnish relating to the Rights Issue for
approval by the Finnish Financial Supervision Authority. Provided that the
prospectus is approved on or about 14 November 2013, it will as of 19 November
2013 be available at Ixonos' Headquarters Hitsaajankatu 24, 00810 Helsinki,
Finland, at NASDAQ OMX Helsinki Ltd, Fabianinkatu 14, 00100 Helsinki and in
digital form at Company's web Pages www.ixonos.com. The approval of prospectus
will be announced separately. 



The preliminary result of the Rights Issue will be announced on or about 4
December 2013 and the final result will be announced on or about 10 December
2013. The terms and conditions of the Rights Issue have been appended to this
stock exchange release. Pohjola Corporate Finance Ltd is the lead manager of
the Rights Issue. 



Helsinki, 11 November 2013



IXONOS OYJ



The Board of Directors



Additional Information

Esa Harju, CEO and President, tel. +358 40 844 3367, esa.harju@ixonos.com

Teppo Talvinko, CFO, puh. +358 40 7153 660, teppo.talvinko@ixonos.com



Distribution

NASDAQ OMX Helsinki Ltd

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. 








TERMS AND CONDITIONS OF THE RIGHTS OFFERING

The Extra Shareholders' Meeting of Ixonos Plc (the “Company”) held on 30
October 2013 authorized the Company's Board of Directors to decide on the
issuance of shares against payment and option rights or other special rights
entitling to shares referred to in Chapter 10 Section 1 of the Finnish
Companies Act in any and all combinations thereof at one or several instances.
The maximum number of new shares to be issued and own shares held by the
Company to be conveyed may not in total exceed 120,000,000 shares, which
corresponds to approximately 17 times  all the shares in the Company at the
date hereof. The authorization will be valid until the end of the 2014 Annual
General Meeting. 

On 11 November 2013, the Board of Directors of the Company resolved, based on
the above authorization of the Extra Shareholders' Meeting, to issue a maximum
of 77,526,075 new shares (the “Shares”) through a share issue based on the
pre-emptive subscription right of shareholders as set forth in these terms and
conditions (the “Rights Offering”). 

The Shares to be issued in the Rights Offering represent approximately 1,100
per cent of the total shares and voting rights in the Company before the Rights
Offering and approximately 91.7 per cent of the total shares and voting rights
in the Company after the Rights Offering provided that the Rights Offering is
subscribed in full. 



Pohjola Corporate Finance Oy (the "Lead Manager") acts as Lead Manager of the
Rights Offering. 

Right to Subscribe

Right to Subscribe with Subscription Right

The Shares will be offered for subscription by the shareholders of the Company
in proportion to their shareholding in the Company. 

A shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on the record date of 14 November 2013 of
the Rights Offering (“Record Date”) will automatically receive one (1) freely
transferable subscription right (the “Subscription Right”) as a book-entry
(ISIN FI4000072889) for every one (1) share owned on the Record Date. 

A shareholder, or a person or an entity to whom the Subscription Rights have
been transferred, is entitled to subscribe for eleven (11) Shares for each
Subscription Right. No fractions of Shares will be allotted. 

Right to Subscribe Unsubscribed Shares without Subscription Rights

The Board of Directors of the Company will decide to offer Shares that have
potentially not been subscribed for with Subscription Rights in a secondary
offering to shareholders or other investors that have during the Subscription
Period defined below submitted an order to subscribe for Shares without
Subscription Rights. 

Subscription and Underwriting Commitments

The Company's shareholders Turret Oy Ab ("Turret") (representing approx. 24.25
per cent of the shares), the Chairman of the Board of Directors of the Company
Pertti Ervi (representing approx. 0.35 per cent of the shares) and the CEO and
President of the Company Esa Harju (representing approx. 0.17 per cent of the
shares) have given subscription commitments to subscribe in full the new Shares
that their holdings entitle them to subscribe for. The subscription 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 subscription commitment,
exceeds 30 per cent of the voting rights attached to the Company's shares. 



In addition to the subscription commitment, Turret has given an underwriting
commitment to subscribe for Shares that are not subscribed for in the Rights
Issue in maximum amount of EUR 1.0 million. If the given underwriting
commitment is used, such underwriting is only used to the extent the ownership
of the party having given the underwriting commitment 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 fulfillment of the subscription commitments and the underwriting commitment
is subject to certain customary conditions. 


Subscription Price

The Shares may be subscribed for in the Rights Offering at the subscription
price of EUR 0.07 per Share (the “Subscription Price”). The Subscription Price
will be recorded in its entirety under the invested unrestricted equity fund.
The Share Subscription Price has been set such that it includes a discount of
approximately 85 per cent compared to the closing price of the Company's share
on the trading day preceding the decision on the Rights Offering. 

Subscription Period

The subscription period will commence on 19 November 2013 at 9:30 a.m. (Finnish
time) and expire on 3 December 2013 at 4:30 p.m. (Finnish time) (the
“Subscription Period”). Account operators may impose a deadline for
subscription that is earlier than the expiry of the Subscription Period. 

Subscription for Shares and Payments

A holder of Subscription Rights may participate in the Rights Offering by
subscribing for Shares pursuant to the Subscription Rights registered on his or
her book-entry account and by paying the Subscription Price.  Each Subscription
Right entitles their holder to subscribe for eleven  (11) Shares. Fractional
Shares cannot be subscribed. In order to participate in the Rights Offering, a
holder of Subscription Rights must submit a subscription assignment in
accordance with the instructions given by the Lead Manager or the relevant
account operator. 



A shareholder or other investor may subscribe for Shares without Subscription
Rights by giving a subscription assignment and paying the Subscription Price.
The subscription assignment shall be given in accordance with the instructions
given by the Lead Manager or the relevant account operator. If the subscriber
also subscribes for Shares on the basis of Subscription Rights, the
subscription made without Subscription Rights shall be made simultaneously with
the subscription on the basis of Subscription Rights. If the subscriber gives
several subscription assignments without Subscription Rights, such assignments
will be consolidated into one assignment per subscriber. 



Subscription orders can be submitted in the following subscription places:



  -- at the offices of the cooperative banks belonging to the OP-Pohjola Group
     and of Helsinki OP Bank Plc during their business hours; and

  -- with account operators who have an agreement with the Lead Manager
     regarding receipt of subscriptions.



The Subscription Price of the Shares subscribed for in the Rights Offering
shall be paid in full at the time of submitting the subscription assignment in
accordance with the instructions given by the Lead Manager or the relevant
account operator. 

Shareholders and other investors participating in the Rights Offering whose
shares or Subscription Rights are held through a nominee must submit their
subscription assignments in accordance with the instructions given by their
custodial nominee account holder. 

Any subscription based upon Subscription Rights or without Subscription Rights
is irrevocable and may not be modified or cancelled otherwise than as stated in
section “Cancellation of Subscriptions under Certain Circumstances” in these
terms and conditions. 

Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 3 December 2013 will expire without any compensation. 

Cancellation of Subscriptions under Certain Circumstances

The Company will, without delay, publish a correction or an amendment to the
prospectus relating to the Offering (the "Prospectus") if a mistake or
inaccuracy is discovered in the Prospectus or if a significant new factor
occurs after the approval of the Prospectus but before trading in the Shares
commences in the Helsinki Stock Exchange and if the information is capable of
having significant effect for an investor. An investor who has committed
him/herself to subscribe for the Shares before the publication of the
correction or amendment has the right to cancel his or her decision within a
specified period which shall not be less than two banking days from the date of
publication of the correction or amendment. A condition precedent for the
cancellation right to emerge shall also be that the mistake, in accuracy or
significant new factor has been discovered before the interim shares
representing the Shares have been admitted to trading on the Helsinki Stock
Exchange or, in case of subscription without Subscription Rights, before the
Shares have been admitted to trading on the Helsinki Stock Exchange. The
withdrawal of a subscription applies to the subscription to be withdrawn as a
whole. The right to withdraw and the procedure for such withdrawal right will
be announced together with any such possible supplement to the Prospectus
through a stock exchange release. If the holder of a Subscription Right has
sold or otherwise transferred the Subscription Right, such sale or transfer
cannot be cancelled. 

Public Trading of the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights any time
before the public trading in Subscription Rights ends. The Subscription Rights
are subject to public trading on the Helsinki Stock Exchange between 19
November 2013 at 9:30 a.m. (Finnish time) and 26 November 2013 at 6:30 p.m.
(Finnish time). 

Approval of the Subscriptions

The Board of Directors of the Company will approve all subscriptions based upon
Subscription Rights made in accordance with these terms and conditions of the
Rights Offering and applicable laws and regulations. 


If all Shares to be issued in the Rights Offering have not been subscribed for
by virtue of the Subscription Right, the Board of Directors of the Company will
resolve to allocate Shares subscribed for without Subscription Rights as
follows: 



  -- primarily to those who have subscribed for Shares on the basis of
     Subscription Rights as well. If the Rights Offering is over-subscribed by
     such subscribers, the allocation to such subscribers will be made in
     proportion to the number of Subscription Rights exercised for subscription
     of Shares by that subscriber and, if this is not possible, by drawing lots;
  -- secondarily to those who have subscribed for Shares only without
     Subscription Rights and if the Rights Offering is over-subscribed by such
     subscribers, the allocation to such subscribers will be made in proportion
     to the number of Shares subscribed for by that subscriber and, if this is
     not possible, by drawing lots;
  -- thirdly to the party having given a underwriting commitment, as set out in
     these terms and conditions of the Rights Offering, up to the maximum amount
     and in accordance with the other terms and conditions of such underwriting
     commitment. The subscription period for the party having given underwriting
     commitments ends in deviation from section "Subscription Period" on 10
     December 2013 at 10.00 a.m. (Finnish time).



The Company's Board of Directors will approve the subscriptions on or about 10
December 2013. The Company will publish the final result of the Rights Offering
in a stock exchange release on or about 10 December 2013. Should the subscriber
not receive all Shares subscribed for without Subscription Rights, the
subscription price for the Shares not received by the subscriber will be repaid
to the bank account informed by the subscriber in connection with the
subscription on or about 11 December 2012. No interest will be paid for the
repayable funds. 

Registration of the Shares to the Book-entry Accounts

The Shares subscribed for in the Rights Offering by virtue of the Subscription
Rights will be recorded on the subscriber's book-entry account after the
registration of the subscription as interim shares (ISIN Code FI4000072897),
corresponding to the new Shares. The interim shares are combined with the
existing share class of the Company (ISIN Code FI0009008007) on or about 11
December 2013. The Shares subscribed for and approved without Subscription
Rights will be recorded on the subscriber's book-entry account after the
registration of new Shares with the Trade Register, on or about 11 December
2013. 

Shareholder Rights

The Shares will entitle their holders to full dividend and other distribution
of funds declared by the Company, if any, and to other shareholder rights in
the Company after the new Shares have been registered with the Trade Register
and in the Company's shareholder register, on or about 11 December 2013. 

Treatment of Holders of Stock Options and Convertible Bonds

According to the terms and conditions of the stock options resolved upon by the
Board of Directors of the Company on 30 November 2011 (“2011 Stock Options”) by
virtue of an authorization granted by the Annual General Meeting of the Company
held on 29 March 2011, a 2011 Stock Option holder shall have the same right as,
or an equal right to, that of a shareholder should the Company, before the
share subscription based on the 2011 Stock Options, decide on an issue of
shares or an issue of new stock options or other special rights entitling to
shares. Equality is reached in the manner determined by the Board of Directors
by adjusting the number of shares available for subscription, the share
subscription prices or both of these. 

In order to ensure the equal treatment of shareholders and the 2011 Stock
Options holders the Board of Directors of the Company has on 30 October 2013,
due to the consolidation of the Company's shares that was entered into the
Trade Register on 1 November 2013, and on 11 November 2011, due to the Rights
Offering, adjusted the subscription ratio and the subscription price of the
2011 Stock Options in accordance with the terms and conditions of the 2011
Stock Options. As regards stock options IV/A, the subscription ratio shall be
amended to 5.60 and the subscription price shall be amended to EUR 0.27 per
share. As regards stock options IV/C, the subscription ratio shall be amended
to 5.60 and the subscription price shall be amended to EUR 0.19 per share. In
connection with such adjustment, options IV/B forming part of the 2011 Stock
Options were declared as having expired. 



The total amount of shares is rounded down to full shares in connection with
subscription of the shares and the total subscription price is calculated using
the rounded amount of shares and rounded to the closest cent. Due to the above
adjustment, the adjusted maximum total number of shares to be subscribed for
based on the 2011 Stock Options shall be 3,359,520. 

The foregoing amendments to the terms and conditions of the 2011 Stock Options
due to the Rights Offering will be in force as of the registration of the
adjusted maximum total number of shares to be subscribed for based on the 2011
stock options with the Trade Register on or about 11 December 2013, provided
that the Rights Offering will be completed in full as planned. Thus, the 2011
Stock Options do not entitle holders to participate in the Rights Offering. 



Additional information on the terms and conditions of the 2011 Stock Options is
found in the Finnish language registration document relating to the Rights
Offering. 



Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are
available for review as of the start of the Subscription Period at the head
office of the Company, Hitsaajankatu 24, FI-00810 Helsinki. 

Applicable Law and Dispute Resolution

The Rights Offering and the Shares shall be governed by the laws of Finland.
Any disputes arising in connection with the Rights Offering shall be settled by
the court of jurisdiction in Finland. 

Other Issues

Other issues and practical matters relating to the Rights Offering will be
resolved by the Board of Directors of the Company. 



Additional information on the subscription Shares is found in the Finnish
language securities note relating to the Rights Offering.

Attachments:

Ixonos_rights_issue.pdf