SSH Communications Security Oyj - Corporate Action

COMPLETION AND RESULTS OF SSH COMMUNICATIONS SECURITY CORPORATION’S OFFERING

Helsinki, Finland, 2016-06-20 17:45 CEST (GLOBE NEWSWIRE) -- 
SSH COMMUNICATIONS SECURITY CORPORATION   COMPANY ANNOUNCEMENT   JUNE 20, 2016
AT 6:45 P.M. 

COMPLETION AND RESULTS OF SSH COMMUNICATIONS SECURITY CORPORATION’S OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN. 

With reference to the share offering conducted as an accelerated book-building
and announced on 20 June 2016 (the “Offering”), SSH Communications Security
Corporation (“SSH” or the “Company”) issues 2,950,000 new shares in the Company
(the “Shares”) to institutional and other selected investors. The Offering was
conducted as an accelerated book-building procedure carried out by Evli Bank
Plc (“Evli”), and the procedure was discontinued due to over-subscription on 20
June 2016 at 15.30. 

The Company’s board member and shareholder Tatu Ylönen subscribed for 489,200
Shares in the Offering, and the Company’s board member and shareholder Timo
Syrjälä subscribed through his company under his control for 733,900 Shares in
the Offering. Due to the over-subscription, the Board of Directors of the
Company approved subscriptions of the Shares on a pro rata basis on 20 June
2016. 

The terms and conditions of the Offering and the increase of the share capital
are attached to this release. The Shares were offered to institutional and
other selected investors in deviation from the shareholders’ pre-emptive
subscription right. The subscription price was set at EUR 2.72 per Share,
amounting to total proceeds of EUR 8,024,000 before commissions and expenses.
Of each Share, EUR 0.03 will be recorded as an increase of the share capital
and the rest of the subscription price will be recorded in the invested
unrestricted equity fund. 

The 2,950,000 Shares subscribed in the Offering correspond to approximately 9.4
per cent of all the shares and voting rights in the Company immediately prior
to the Offering. Following the Offering, the number of issued and outstanding
shares of the Company will be 34,325,783. The Shares are expected to be
registered with the Finnish Trade Register on or about 23 June 2016. An
application will be made for listing of the Shares on Nasdaq Helsinki Ltd
(“Nasdaq Helsinki”). Trading in the Shares on Nasdaq Helsinki is expected to
commence on or about 27 June 2016. The Shares are expected to be entered into
the book-entry accounts of investors on or about 23 June 2016. 

The Offering is managed by Evli as the Lead Manager and the Sole Bookrunner.
Castrén & Snellman Attorneys Ltd acts as the Company’s legal adviser. 

Helsinki, 20 June 2016

SSH Communications Security Corporation

Board of Directors

For further information:
Jyrki Lalla, CFO, tel. +358 45 340 4641

Distribution:
NASDAQ OMX Helsinki Oy
Major media
www.ssh.com

About SSH Communications Security:
As the inventor of the SSH protocol, we have a twenty-year history of leading
the market in developing advanced security solutions that enable, monitor, and
manage encrypted networks. Over 3,000 customers across the globe trust the
company’s encryption, access control and encrypted channel monitoring solutions
to meet complex compliance requirements, improve their security posture and
save on operational costs. SSH Communications Security is headquartered in
Helsinki and has offices in the Americas, Europe and Asia. The company’s shares
(SSH1V) are quoted on the NASDAQ OMX Helsinki. For more information, visit
www.ssh.com 

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. 

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, Hong
Kong 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. There is no intention to register any portion of the Offering in
the United States or to conduct a public offering of securities in the United
States. 

Members of the public are not eligible to take part in the Offering. This
communication is directed (A) in the European Economic Area, only at persons
who are qualified investors as defined in article 2(1)(e) of EU directive
2003/71/EC and as implemented in legislation in each of the relevant member
states and (B) in the United Kingdom only at qualified investors who are: (i)
investment professionals falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii)
persons falling within article 49(2) (“high net worth companies, unincorporated
associations, etc”) 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. 

Evli Bank Plc (“Evli”) acts only for and on behalf of SSH Communications
Security Corporation in connection of the Offering. Evli does not hold any
other party as its client or cannot be held accountable to advise or indemnify
other parties than SSH Communications Security Corporation with regards to the
Offering or other matters referred hereto. 

APPENDIX: TERMS AND CONDITIONS OF DIRECTED SHARE ISSUE AND INCREASE OF SHARE
CAPITAL

Bifogade filer:

20160620_SSH Terms ENG.pdf