SSH Communications Security Oyj - Company Announcement

SSH Communications Security Corporation issues convertible capital securities

Helsinki, Finland, 2015-03-20 07:30 CET (GLOBE NEWSWIRE) -- 
SSH COMMUNICATIONS SECURITY CORPORATION   COMPANY ANNOUNCEMENT   MARCH 20, 2015
AT 08:30 AM 

SSH Communications Security Corporation issues convertible capital securities

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

SSH Communications Security Corporation issues convertible capital securities
of EUR 12 million. The capital securities bear a fixed interest rate of 7.5 per
cent until 30 March 2020, after which the interest rate will increase by four
percentage points. The capital securities have no maturity date, but the issuer
has the right to redeem them after 3 but before 5 years from the issue date,
upon certain conditions, or after 5 years from the issue date. The issue date
of the capital securities is 30 March 2015. The demand for the capital
securities was good, and the capital securities were oversubscribed. 

The Company's Board of Directors approved subscriptions of institutional
investors and decided at the same time to offer, pursuant to the authorisation
granted on 20 March 2014 and in deviation of the shareholders' pre-emptive
subscription right, to these investors no more than a total of 2,521,008
special rights in accordance with Chapter 10, section 1 of the Limited
Liability Companies Act. Each special right entitles to subscribe for one (1)
new share in the Company and/or treasury share held by the Company, i.e.
special rights entitle to subscribe for a total of no more than 2,521,008 new
shares in the Company and/or treasury shares held by the Company by setting off
the capital securities against the share subscription price in accordance with
the terms and conditions of the capital securities. The share subscription
price is the Company's volume-weighted average share price during a period of
30 days preceding the pricing date, i.e. 19 March 2015, however excluding the
pricing date and added by 25 per cent, i.e. EUR 4.76. The share subscription
period will begin on 30 March 2015 and end on 30 March 2020. 

The Company's main owner Tatu Ylönen subscribed for the convertible capital
securities for a total amount of EUR 0.5 million. In order to widen the
Company's ownership base, the Company's Board of Directors decided to cut Tatu
Ylönen's subscription more than the subscriptions of other investors. 

In view of the Company, there is a weighty financial reason for the issuance of
the convertible capital securities and related issuance of special rights,
since the convertible capital securities are necessary for raising additional
finance required by the Company's operations and undertakings. The convertible
capital securities will be used to the repayment of the capital securities
issued in December 2012 and to strengthen the Company's cash position, making
growth investments and defending and monetizing the Company's intellectual
property rights. 

Evli Bank Plc acts as the company's lead manager and Castrén & Snellman
Attorneys Ltd as the company's legal advisor in the issue of convertible
capital securities. 

SSH Communications Security Corporation

Jyrki Lalla
CFO

Further Information: Jyrki Lalla, CFO, Tel. No. +358 45 3404641

Distribution:
NASDAQ OMX Helsinki Ltd
Key Media
www.ssh.com

This release is for informational purposes only and is not to be construed as
an offer to purchase or sell or a solicitation of an offer to purchase or sell
with respect to any convertible capital securities. The distribution of this
release and the related material concerning the issuance of the convertible
capital securities are prohibited by law in certain countries. The convertible
capital securities are not being offered to the public either inside or outside
of Finland. Persons resident outside of Finland may receive this release and
the related convertible capital securities documentation only in compliance
with applicable exemptions or restrictions. Persons into whose possession this
release and the related convertible capital securities documentation may come
are required to inform themselves about and comply with such restrictions. This
release and the related convertible capital securities documentation may not be
distributed or published in any country or jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction or would
require actions under the laws of a state or jurisdiction other than Finland,
including the United States, Canada, Australia, Hong Kong, South Africa and
Japan. The information contained herein shall not constitute an offer to sell
or tender, or a solicitation of an offer to buy or sell SSH's convertible
capital securities to any persons in any jurisdiction in which such offer,
solicitation or sale or tender would be unlawful. SSH's representatives assume
no legal responsibility for such violations, regardless of whether the parties
contemplating investing in or divesting SSH's convertible capital securities
are aware of these restrictions or not. SSH's convertible capital securities
will not be registered under the US Securities Act of 1933, nor under any
securities legislation of any state in the United States, and they may not be
offered, sold, resold, delivered, distributed, bought or transferred in the
United States or to US citizens or on behalf of US citizens, except pursuant to
an exemption from the registration requirements of the Securities Act of 1933
and any applicable state law legislation.