Ixonos - Company Announcement

IXONOS: THE BOARD OF DIRECTORS OF IXONOS PLC HAS DECIDED ON DIRECTED ISSUES IN A MAXIMUM AMOUNT OF APPROXIMATELY EUR 1.82 MILLION

Helsinki, Finland, 2014-04-30 08:26 CEST (GLOBE NEWSWIRE) -- Ixonos Plc        
 Stock Exchange Release          30 April 2014 at 9:30 



Not to be published or distributed in or into the United States, Canada,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



THE BOARD OF DIRECTORS OF IXONOS PLC HAS DECIDED ON DIRECTED ISSUES IN A
MAXIMUM AMOUNT OF APPROXIMATELY EUR 1.82 MILLION 

The Board of Directors of Ixonos Plc (“Ixonos” or “Company”) has decided to
issue in directed share issues (“Share Issue”) up to 15,200,000 new shares
(“Shares”) in total to be subscribed for by Holdix Oy ( max 4 166 667 Shares),
InfoSec Global (Schweiz) AG (max 4 166 667 Shares)and Turret Oy Ab (max 6 866
666 Shares) in derogation from the pre-emptive subscription right of the
shareholders on the authorisation of the Annual General Meeting on 2 April
2014. The subscription price of the Shares in the Share Issues is EUR 0.12 per
Share. The Subscription Price has been defined as the mean price weighted with
the trading amounts of the period between 1 January 2014 and 28 April 2014
rounded up to the nearest cent. The funds derived from the Share Issue will be
used to maintain and improve the solvency of the group, so there are weighty
financial reasons for the Share Issue and for deviating from the pre-emptive
right of the shareholders as described in the Finnish Limited Liability
Companies Act. 



The Share Issue directed to be subscribed for by Turret Oy Ab is conditional in
such a way, however, that Turret Oy Ab's share and vote of ownership of the
Company may at no stage exceed 29.95 per cent counted based on all of the
Company's shares and votes due to the subscriptions, also taking into account
the Shares to be subscribed for by Holdix Oy and InfoSec Global (Schweiz) AG in
the Share Issue and entered in the Trade Register in the previous share issues. 



The Shares issued in the Share Issues in total are equivalent to approximately
16.68 per cent of all of the Company's shares and votes before the Share Issues
and approximately 14.30 per cent in total of all of the Company's shares and
votes after the Share Issues, provided that the Share Issues are subscribed for
in full. 



The terms and conditions for the Share Issues are appended to this stock
exchange release. 



In Helsinki on 30 April 2014



IXONOS PLC



Board of Directors



For more information, please contact:

Esa Harju, Managing Director, tel. +358 40 844 3367, esa.harju@ixonos.com

Teppo Talvinko, Finance Director, tel. +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
assumes 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. 



Directed share issues and terms of share issues, 29 April, 2014



The Board of Directors of the Company has decided to issue in accordance with
the terms and conditions in sections 1.-3. below in these terms in a directed
share issue (hereinafter together “Share Issues” and separately “Share Issue”)
up to 15 200 000 new shares (“Shares”) in total in derogation from the
pre-emptive subscription right of the shareholders on the authorisation of the
Annual General Meeting on 2 April 2014. The funds derived from the Share Issues
will be used to maintain and improve the solvency of the group, so there are
weighty financial reasons for the Share Issue and for deviating from the
pre-emptive right of the shareholders as described in the Finnish Limited
Liability Companies Act. 



The Shares issued in the Share Issues are equivalent to approximately 16.68 per
cent of all of the Company's shares and votes before the Share Issues and
approximately 14.30 per cent of all of the Company's shares and votes after the
Share Issues, provided that the Share Issues are subscribed for in full. 



1.    Directed share issue to Holdix Oy



The Board of Directors of the Company has decided to issue in accordance with
the terms and conditions in this section 1. of these terms in a directed share
issue (“Share Issue”) up to 4 166 667 new shares (“Shares”) in total to be
subscribed for by Holdix Oy (which is considered as a “qualified investor”, in
Finnish “kokenut sijoittaja”)  in derogation from the pre-emptive subscription
right of the shareholders on the authorisation of the Annual General Meeting on
2 April 2014. The funds derived from the Share Issue will be used to maintain
and improve the solvency of the group, so there are weighty financial reasons
for the Share Issue and for deviating from the pre-emptive right of the
shareholders as described in the Finnish Limited Liability Companies Act. 





The Shares issued in the Share Issue are equivalent to approximately 4.57 per
cent of all of the Company's shares and votes before the Share Issues. 



Subscription right



The Shares are offered to Holdix Oy for subscription.



Subscription price



The subscription price of the Shares in the Share Issue is EUR 0.12 per share
(“Subscription Price”). The Subscription Price of the Share will be credited in
full to the reserve for invested unrestricted equity. The Subscription Price
has been defined as the mean price weighted with the trading amounts of the
period between 1 January 2014 and 28 April 2014 rounded up to the nearest cent. 



Subscription period



The shares shall be subscribed for by 5 May 2014 at the latest.

Subscription for Shares and payment



The subscription shall be made in the subscription list kept in the head office
of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland.  The
Subscription Price of the Shares subscribed for in the Share Issue shall be
paid to the Company's bank account in full without undue delay in accordance
with the instructions given by the Board of Directors, yet no later than by 5
May 2014. 



The subscription is binding, and it cannot be altered or cancelled.



Admitting Shares to trading



The Company shall without undue delay and approximately on 16 May 2014 publish
a prospectus related to the Share Issue (“Prospectus”), unless this is
prevented by processing by authorities, and apply for admission to trading for
the Shares in the Helsinki Stock Exchange without delay after publishing the
Prospectus. 



Accepting the subscriptions



The Board of Directors of the Company shall accept the subscription made based
on the subscription right and in accordance with these terms and conditions as
well as in accordance with the laws and provisions governing share
subscription. 



Entry of new Shares in book-entry accounts



The Shares subscribed for in the Share Issue are entered in the subscriber's
book-entry account when the new Shares have been entered in the Trade Register,
approximately on 13 May 2014, unless this is prevented by the processing by
authorities. 



Shareholder rights



The new Shares entitle to full dividends possibly distributed by the Company
and to other distribution of assets and other productive rights of shareholders
in the Company starting from when the new Shares have been entered in the Trade
Register and entered in the shareholders' register of the Company. 



Information



The documents referred to in Chapter 5 Section 21 of the Finnish Limited
Liability Companies Act are on view since the start of the Subscription Period
in the Company's head office at Hitsaajankatu 24, FI-00810 Helsinki, Finland. 



Note to investors and governing law and dispute resolution



The Shares may not directly or indirectly be offered, sold, resold, transferred
or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United
States or any other country where offering Shares would be illegal. Documents
related to the Share Issue may not be delivered to persons in these countries.
No actions have been taken to register the Shares or the Share Issue or to
generally offer the Shares in other countries than Finland. 



The Company's shareholder or other investor are considered to have accepted the
aforementioned limitations to the Share Issue and the Shares shall be governed
by Finnish law. Any possible disputes arising from the Share Issue will be
resolved in a competent court in Finland. 



Other matters



The Board of Directors of the Company shall decide upon other matters related
to the Share Issue and practical measures arising thereof. 



2. Directed share issue to InfoSec Global (Schweiz) AG



The Board of Directors of the Company has decided to issue in accordance with
the terms and conditions in this section 2. of these terms in a directed share
issue (“Share Issue”) up to 4 166 667 new shares (“Shares”) in total to be
subscribed for by InfoSec Global (Schweiz) AG (which is considered as a
“qualified investor”, in Finnish “kokenut sijoittaja”) in derogation from the
pre-emptive subscription right of the shareholders on the authorisation of the
Annual General Meeting on 2 April 2014. The funds derived from the Share Issue
will be used to maintain and improve the solvency of the group, so there are
weighty financial reasons for the Share Issue and for deviating from the
pre-emptive right of the shareholders as described in the Finnish Limited
Liability Companies Act. 



The Shares issued in the Share Issue are equivalent to approximately 4.57 per
cent of all of the Company's shares and votes before the Share Issues. 



Subscription right



The Shares are offered to InfoSec Global (Schweiz) AG for subscription.



Subscription price



The subscription price of the Shares in the Share Issue is EUR 0.12 per share
(“Subscription Price”). The Subscription Price of the Share will be credited in
full to the reserve for invested unrestricted equity. The Subscription Price
has been defined as the mean price weighted with the trading amounts of the
period between 1 January 2014-28 April 2014 rounded up to the nearest cent. 



Subscription period



The shares shall be subscribed for by 5 May 2014 at the latest.



Subscription for Shares and payment



The subscription shall be made in the subscription list kept in the head office
of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland.  The
Subscription Price of the Shares subscribed for in the Share Issue shall be
paid to the Company's bank account in full without undue delay in accordance
with the instructions given by the Board of Directors, yet no later than by 30
May 2014. 



The subscriptions are binding, and they cannot be changed or cancelled.



Admitting Shares to trading



The Company shall approximately on 13 June 2014 publish a prospectus related to
the Share Issue (“Prospectus”), unless otherwise caused by processing by
authorities, and apply for admission to trading for the Shares in the Helsinki
Stock Exchange without delay after publishing the Prospectus. 



Approval and allocation of subscriptions



The Board of Directors of the Company shall accept all subscriptions made based
on the subscription right and in accordance with these terms and conditions as
well as in accordance with the laws and provisions governing share
subscription. 



Entry of new Shares in book-entry accounts



The Shares subscribed for in the Share Issue are entered in the subscriber's
book-entry account once the new Shares have been entered in the Trade Register,
approximately on 4 June 2014. 



Shareholder rights



The new Shares entitle to full dividends possibly distributed by the Company
and to other distribution of assets and other productive rights of shareholders
in the Company starting from when the new Shares have been entered in the Trade
Register and entered in the shareholders' register of the Company. 



Information



The documents referred to in Chapter 5 Section 21 of the Finnish Limited
Liability Companies Act are on view since the start of the Subscription Period
in the Company's head office at Hitsaajankatu 24, FI-00810 Helsinki, Finland. 



Note to investors and governing law and dispute resolution



The Shares may not directly or indirectly be offered, sold, resold, transferred
or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United
States or any other country where offering Shares would be illegal. Documents
related to the Share Issue may not be delivered to persons in these countries.
No actions have been taken to register the Shares or the Share Issue or to
generally offer the Shares in other countries than Finland. 



The Company's shareholder or other investor are considered to have accepted the
aforementioned limitations to the Share Issue and the Shares shall be governed
by Finnish law. Any possible disputes arising from the Share Issue will be
resolved in a competent court in Finland. 

Other matters



The Board of Directors of the Company shall decide upon other matters related
to the Share Issue and practical measures arising thereof. 



3. Directed shares issue to Turret Oy Ab



The Board of Directors of the Company has decided to issue in accordance with
the terms and conditions in this section 3. of these terms in a directed share
issue (“Share Issue”) up to 6 866 666 new shares (“Shares”) in total to be
subscribed for by Turret Oy Ab (which considered as a “qualified investor”, in
Finnish “kokenut sijoittaja”) in derogation from the pre-emptive subscription
right of the shareholders on the authorisation of the Annual General Meeting on
2 April 2014. The funds derived from the Share Issue will be used to maintain
and improve the solvency of the group, so there are weighty financial reasons
for the Share Issue and for deviating from the pre-emptive right of the
shareholders as described in the Finnish Limited Liability Companies Act. 



The Shares issued in the Share Issue are equivalent to approximately 7.54 per
cent of all of the Company's shares and votes before the Share Issues. 



Subscription right



The Shares are offered to Turret Oy Ab for subscription in such a way, however,
that Turret Oy Ab's share and vote of ownership of the Company may at no stage
exceed 29.95 per cent counted based on all of the Company's shares and votes
due to the subscriptions, also taking into account the Shares referred to in
sections above 1. and 2. and subscribed for and entered in the Trade Register
in the previous share issues. 



Subscription price



The subscription price of the Shares in the Share Issue is EUR 0.12 per share
(“Subscription Price”). The Subscription Price of the Share will be credited in
full to the reserve for invested unrestricted equity. The Subscription Price
has been defined as the mean price weighted with the trading amounts of the
period between 1 January 2014-28 April 2014 rounded up to the nearest cent. 



Subscription period



The shares shall be subscribed for between 10 June 2014 and 17 June 2014. The
time for subscription ends on 17 June 2014 at 4 p.m. 



Subscription for Shares and payment



The subscription shall be made in the subscription list kept in the head office
of the Company at Hitsaajankatu 24, FI-00810 Helsinki, Finland.  The
Subscription Price of the Shares subscribed for in the Share Issue shall be
paid to the Company's bank account in full without undue delay in connection
with the subscription in accordance with the instructions given by the Board of
Directors. Turret Oy Ab is entitled to pay the subscription price in full or in
part by absolving the Company of the payment of its receivables from the
Company. The subscription price shall be paid on 18 June 2014 at the latest. 

The subscription is binding, and it cannot be altered or cancelled.



Admitting Shares to trading



The Company shall apply for admission to trading for the Shares in the Helsinki
Stock Exchange without delay after the Shares have been entered in the Trade
Register. 



Accepting the subscriptions



The Board of Directors of the Company shall accept the subscription made based
on the subscription right and in accordance with these terms and conditions as
well as in accordance with the laws and provisions governing share
subscription. 



Entry of new Shares in book-entry accounts



The Shares subscribed for in the Share Issue are entered in the subscriber's
book-entry account once the new Shares have been entered in the Trade Register,
approximately on 23 June 2014. 



Shareholder rights



The new Shares entitle to full dividends possibly distributed by the Company
and to other distribution of assets and other productive rights of shareholders
in the Company starting from when the new Shares have been entered in the Trade
Register and entered in the shareholders' register of the Company. 



Information



The documents referred to in Chapter 5 Section 21 of the Finnish Limited
Liability Companies Act are on view since the start of the Subscription Period
in the Company's head office at Hitsaajankatu 24, FI-00810 Helsinki, Finland. 



Note to investors and governing law and dispute resolution



The Shares may not directly or indirectly be offered, sold, resold, transferred
or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United
States or any other country where offering Shares would be illegal. Documents
related to the Share Issue may not be delivered to persons in these countries.
No actions have been taken to register the Shares or the Share Issue or to
generally offer the Shares in other countries than Finland. 



The Company's shareholder or other investor are considered to have accepted the
aforementioned limitations to the Share Issue and the Shares shall be governed
by Finnish law. Any possible disputes arising from the Share Issue will be
resolved in a competent court in Finland. 





Other matters



The Board of Directors of the Company shall decide upon other matters related
to the Share Issue and practical measures arising thereof.

Attachments:

Ixonos special issue 30 April 2014.pdf