Cencorp - Company Announcement

CENCORP CORPORATION COMMITS ITS MANAGEMENT –COMPANY HAS RESOLVED ON THE DIRECTED SHARE ISSUE FOR THE FEE FOR CERTAIN DIRECTORS AND EMPLOYEES AND FORMED MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY

CENCORP CORPORATION STOCK EXCHANGE RELEASE      April 11, 2014 at 12:30 Finnish
time 



CENCORP CORPORATION COMMITS ITS MANAGEMENT -COMPANY HAS RESOLVED ON THE
DIRECTED SHARE ISSUE FOR THE FEE FOR CERTAIN DIRECTORS AND EMPLOYEES AND FORMED
MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY 



The Board of Directors of Cencorp Corporation (the ”Company”) has today
resolved pursuant to the authorization granted to it by the extraordinary
general meeting of the Company held on January 30, 2012 to issue directly in
total maximum of 10.653.120 new Company shares for a fee to the members of the
Company's Management Team, except for the President and CEO Iikka Savisalo, and
to the Company employees Marc Van Dongen and Jose Basso  and for a former
member of the Board of Directors Ismo Rautiainen. The President and CEO Iikka
Savisalo owns through companies Savcor Group Oy and SCI Invest Oy 353.461.787
shares of Cencorp and this being is committed already through his ownerships to
the Company. 

The subscription price for the shares in the share issue is 0,025 euro per
share and the total amount of the directed share issue is thus 266.328 euro. 

The directed share issue is executed by deviating from the shareholders'
pre-emptive subscription right. The ground for the directed share issue with
respect to the members of the Management Team and employees of the Company is
committing persons to the Company and for the former member of the Board of
Directors the non-disputed receivables from the Company which he has consisting
of matured remuneration fees relating to the board membership between the years
2011 and 2013. Consequently, the Company has a weighty financial reason for
deviating from the shareholders' pre-emptive subscription right. 

The subscription period is from April 11, 2014 to April 24, 2014. The payment
of the share subscriptions shall take place to the Company's bank account
referred to in the subscription lists or by setting-off the non-disputed
receivables corresponding the subscription amounts which the subscribers have
from the Company by the end of the subscription period. 

In the event all offered shares are subscribed and approved the amount of the
shares in the Company shall increase from 854.312.315 shares to 864.965.435
shares once the new shares have been registered with the Trade Register. 

The Company aims to apply for listing of the new shares at the official list of
NASDAQ OMX Helsinki Ltd together with the shares already issued and listed. For
the listing of the new shares, the Company will separately publish a supplement
to the Registration Document dated December 9, 2013 as well as a Summary and a
Securities Note prior to the listing of the new shares. 

The terms and conditions for the directed share issue are as a whole attached
as appendix 1 to this stock exchange release. 



In Mikkeli, April 11, 2014

CENCORP CORPORATION





For more information:

Iikka Savisalo

President and CEO

Cencorp Oyj

Tel. +358 40 521 6082,

Email: iikka.savisalo@cencorp.com



Distribution:

NASDAQ OMX, Helsinki

Main media

www.cencorp.com



Cencorp Corporation is a leading provider of industrial automation solutions.
The equipment in the product portfolio include, automated applications of
odd-form assembly and  depaneling for the electronic boards, testing equipment
and advanced materials processing by laser. All Cencorp's offering improves the
efficiency of the customers' production. Cencorp has clean technology,
especially photovoltaic (PV) solutions as its other business segment. Cencorp
now offers its automated manufacturing technology of the PV modules,
manufactures and sells photovoltaic modules, based on Cencorp´s own technology
as well as key components of photovoltaic modules. The product range also
includes EMI shielding solutions, RFID antennas, other flexible circuits
including for example conductive back sheets used in photovoltaic modules and
mobile phone antennas. Cencorp's head office is located in Mikkeli, Finland.
The company is part of the Finnish Savcor Group. 





APPENDIX 1 Terms and conditions of the Directed Share Issue



TERMS AND CONDITINS OF THE DIRECTED SHARE ISSUE 1/2014

The Board of Directors of Cencorp Corporation (hereinafter the ”Company”)
resolves to offer for subscription of members of the Company's Management Team
(except for the President and CEO) Company employees Marc Van Dongen and Jose
Basso  and a former member of the Board of Directors in total 10.653.120 new
shares of the Company for a fee pursuant to the authorization granted to the
Board of Directors by the Extraordinary General Meeting of the Company held on
30 January 2012 in accordance with the following terms and conditions: 



1.By deviating from the pre-emptive subscription right of the shareholders the
following parties are offered to subscribe in maximum new shares of the Company
as follows: 



-Jari Ketoluoto 580.000 new shares,

-Petri Kivelä 580.000 new shares,

-Seija Kurki 580.000 new shares,

-Sami Lindfors 580.000 new shares,

-Jose Basso 580.000 new shares,

-Henrikki Pantsar 1.184.200 new shares,

-Ismo Rautiainen 2.149.840 new shares and

-Marc Van Dongen 4.419.080 new shares



In total 10.653.120 new shares of the Company



2.The total amount of the directed share issue is in maximum 266.328 euro.



3.The share issue is implemented by deviating from the pre-emptive subscription
right of the shareholders. The ground for the directed share issue with respect
to the members of the Management Team and employees of the Company is
committing persons to the Company and for the former member of the Board of
Directors the non-disputed receivables from the Company which he has consisting
of matured remuneration fees relating to the board membership between the years
2011 and 2013. Consequently, the Company has a weighty financial reason for
deviating from the shareholders' pre-emptive subscription rights. 



4.The subscription price shall be 0,025 euro per share. The subscription price
is based on the stock price of Company's share and recent development of
volume-weighted middle price of Company's shares. The subscription price shall
be recorded entirely to the Company's invested free equity fund. 



5.The subscription right is not transferable. In the event not all the offered
shares are subscribed other shareholders or third parties have no secondary
subscription right. 



6.The shares shall be subscribed within the subscription period of April 11,
2014 and April 24, 2014 in the subscription lists to be provided separately for
all the persons being entitled for subscriptions which shall be returned to the
Company latest on April 24, 2014. The Board of Directors is entitled to resolve
on the extension to the subscription period. 



7.The payment of the share subscriptions shall take place to the Company's bank
account referred to in the subscription lists or by setting-off the
non-disputed receivables which the subscribers have from the Company by the end
of the subscription period. The Board of Directors is entitled to resolve on
the extension to the payment period for subscriptions. 



8.The Board of Directors shall resolve on the acceptance of the share
subscriptions. 



9. The Board of Directors shall take care of the entries of the shares to the
Trade Register without undue delay after the decision of the Board of Directors
on the acceptance of the share subscriptions has taken place. 



10.After the shares offered in the share issue have been entered in the Trade
Register, they will confer the same rights as other shares in the Company and
they will entitle to all dividends that will be paid in the future. Each share
entitles to one vote in the General Meeting. 



11.The number of Company's shares immediately prior to the directed share issue
is 854,312,315. The number of Company's shares immediately after execution of
the directed share issue is 864,965,435 provided that all the offered Company's
new shares are subscribed within the share issue. The share capital shall not
be increased in connection with the share issue. 



12.The Board of Directors shall resolve on all other issues related to the
directed share issue.