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2009-02-19 12:00:00 CET 2009-02-19 12:00:01 CET REGULATED INFORMATION Cencorp - Company AnnouncementDIRECTED SHARE ISSUE TO SAMPO BANK PLCCENCORP CORPORATION STOCK EXCHANGE RELEASE 19 FEBRUARY 2009 The Board of Directors of Cencorp Corporation (“Cencorp”) has today decided, based on the authorization granted by the annual shareholders' meeting on 22 December 2008, on a directed share issue of total maximum of 44,594,041 new shares to Sampo Bank Plc. The subscription price is 0.08 euros per share. The basis for the share issue is the strengthening of the capital structure of the company and securing the general preconditions of operation. If the share issue is carried out, the share capital of Cencorp will rise at most to 109,467,763 shares. The terms of the share issue are attached hereto as appendix 1. Cencorp has by a stock exchange release dated 28 November 2008 published an agreement entered into between Cencorp, Savcor Group Oy and Sampo Bank Plc on 28 November 2008, by which the above mentioned parties have agreed on conditional financing arrangement concerning Cencorp. Sampo Bank Plc has also given a subscription undertaking on 28 November 2008 according to which it undertakes to subscribe for the shares directed to it against the 3,567,523.28 Euro senior loan receivable. The subscription undertaking is valid provided certain preconditions are met. Lohja, 19 February 2009 Cencorp Corporation BOARD OF DIRECTORS Further information: Hannu Timmerbacka Managing Director Tel. +358 400 620845 E-mail: hannu.timmerbacka@cencorp.com ATTACHMENT: DIRECTED SHARE ISSUE TO SAMPO BANK PLC Cencorp develops and supplies automation solutions to the electronics and semiconductor industry that enhance productivity. Distribution: NASDAQ OMX Helsinki Main media APPENDIX 1 DIRECTED SHARE ISSUE TO SAMPO BANK PLC It was decided upon an issue of new shares against consideration where the shares are offered, deviating from the shareholders' pre-emptive right of subscription, for subscription to Sampo Bank plc (hereinafter referred to as the “SP-issue”). The subscription rights are not transferable. In the event that not all of the shares offered are subscribed, no other shareholder or any third party has a secondary subscription right to the shares. No more than 44,594,041 new shares are offered for subscription in the SP-issue for a subscription price of 0.08 Euros per share. The subscription price in the SP-issue can be paid by setting of Sampo Bank plc's 3,567,523.28 Euro senior loan receivable from the company. The subscription price shall be paid in full to the reserve of invested unrestricted equity. The subscription price is based upon agreement with Sampo Bank plc, having regard, inter alia, to the fact that when the issue is finalised a substantial part of the company's debts would be converted into equity and thus improve the capital structure of the company, and to the fact that Sampo Bank plc simultaneously would undertake to amend the terms its remaining loan receivables to be more favourable to the company. The subscription period of the SP-issue begins on 25 March 2009 and ends 10 April 2009 or immediately before, if all the shares have been subscribed for. The subscription price shall be paid by 10 April 2009 at the latest. The basis for the share issue is the strengthening of the capital structure of the company and securing the general preconditions of operation. Hence the deviation from the pre-emptive right of subscription has a weighty financial reason for the company. Sampo Bank plc has given a subscription undertaking whereby it undertakes to subscribe the shares offered to it in the SP-issue against the 3,567,523.28 Euro senior loan receivable it has against the company. The subscription undertaking is valid provided certain preconditions are met. With respect to shares that have been subscribed and paid in the share issue, the board of directors undertakes, without delay after the payment of subscription price, to take care of the registration of the shares into the trade register and admission to public trading. The board of directors shall decide on all other aspects relating to the share issue. |
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