Ixonos - Company Announcement

IXONOS: DECICISON OF THE BOARD OF DIRECTORS OF IXONOS PLC ON A DIRECTED SHARE ISSUE IN THE AMOUNT OF APPROXIMATELY EUR 5.8 MILLION, ACCEPTANCE OF TREMOKO OY AB’S SHARE SUBSCRIPTION AND THE STRENGTHENING OF FUNDING AND BALANCE SHEET STRUCTUR

Helsinki, Finland, 2015-02-10 14:30 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          10 February 2015 at 15:30 


Not to be published or distributed in or into the United States, Canada,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



IXONOS: DECICISON OF THE BOARD OF DIRECTORS OF IXONOS PLC ON A DIRECTED SHARE
ISSUE IN THE AMOUNT OF APPROXIMATELY EUR 5.8 MILLION, ACCEPTANCE OF TREMOKO OY
AB'S SHARE SUBSCRIPTION AND THE STRENGTHENING OF FUNDING AND BALANCE SHEET
STRUCTURE 



Directed share issue for Tremoko Oy Ab and acceptance of Tremoko Oy Ab's share
subscription 



The Board of Directors of Ixonos Plc (“Ixonos” or “Company”) has decided to
issue in a directed share issue (“Share Issue”) 96,670,000 new shares
(“Shares”) to be subscribed for by Tremoko Oy Ab in derogation from the
pre-emptive subscription right of the shareholders on the authorisation of the
Extraordinary General Meeting on 10 February 2015. The subscription price of
the Shares in the Share Issue is EUR 0.06 per Share. The subscription price has
been defined as the mean price weighted with the trading amounts of the period
16 December 2014 - 15 January 2015 rounded up to the nearest cent.  The funds
derived from the Share Issue, 5.8 million euros, will be used to maintain and
strengthen the financial standing 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 and subscribed for in the Share Issue are equivalent to
approximately 90.9 per cent of all of the Company's shares and votes before the
Share Issue and approximately 47.6 per cent of all of the Company's shares and
votes after the Share Issue. 

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

Tremoko Oy Ab subscribed for the Share Issue in full on 10 February 2015. The
Board of Directors of the Company has accepted Tremoko Oy Ab's share
subscription. 



Strengthening of funding and balance sheet structure of Ixonos

Ixonos announced on 16 January 2015 that it prepares strengthening its
financial standing and balance sheet structure by an arrangement
(“Arrangement”), which contains a plan on a directed share issue as well as a
loan facility. In addition to the Share Issue, the following actions regarding
the Arrangement have been carried out today : 

  -- Tremoko has paid the subscription price of the Shares it subscribes for in
     connection with the Directed Share Issue by setting off the receivables
     based on convertible capital loan that it has from Ixonos approximately for
     an amount of EUR 3.86 million.
  -- Ixonos has been granted total amount of EUR 4.0 million loans by financial
     institutions. Tremoko has given a collateral of EUR 4.0 million for the
     loans. Ixonos shall pay a remuneration of 3.5 per cent of the amount of the
     collateral per year to Tremoko for giving the collateral.
  -- Ixonos has paid the debts worth approximately EUR 2.43 million (incl.
     interest) to Turret Oy Ab.

  -- Concerning the Arrangement, Ixonos has agreed with its creditors on the
     restructuring of its funding based on liabilities. The creditors have
     granted the loans of the Ixonos group taken out before the Arrangement
     (hereinafter collectively the “Loan”) an exemption from amortisations for
     the period of

15/3/2015 - 31/12/2015 (“Exemption from Amortisations”) so that only 25 per
cent of the capital of the Loan falling due during the Exemption from
Amortisations will be paid, in deviation from what has been agreed previously.
In addition, the original term of the Loan is changed so that the total term of
the Loan will be extended until 31 December 2018. The original terms of payment
and the instalments have been altered so that the instalments falling due
1/1/2016 - 31/12/2018 will be equal in size and they will be determined on the
basis of the capital of the Loan that does not fall due as on 31 December 2015.
The provisions concerning the interest and margin will remain as they are
despite the Exemption from Amortisations, the extension of the term of the loan
and changing the terms of payment and the instalments. 



Ixonos PLC



Esa Harju

CEO



For more information, please contact:

Ixonos PLC, Esa Harju , CEO, tel. +358 40 844 3367, esa.harju@ixonos.com





Distribution:

NASDAQ OMX Helsinki

Main media



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. 





TERMS AND CONDITIONS OF THE SHARE ISSUE



The Board of Directors of the Company has decided, on the authorisation of the
of the Extraordinary General Meeting on 10 February 2015, to issue 96,700,000
new shares, (“Shares”) in accordance with these terms and conditions in a
directed share issue in derogation from the pre-emptive subscription right of
the shareholders. The funds derived from the Share Issue will be used to
maintain and strengthen the financial standing 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 90.9 per
cent of all of the Company's shares and votes before the Share Issue and
approximately 47.6 per cent of all of the Company's shares and votes after the
Share Issue, provided that the Share Issue is subscribed for in full. 



Subscription right

The Shares are offered to Tremoko Oy Ab for subscription.



Subscription price

The subscription price of the Shares in the Share Issue is EUR 0.06 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 16 December, 2014 - 15 January, 2015 rounded up to the nearest cent. 



Subscription period

The shares will be subscribed for on 12 February 2015 at the latest.



Subscription for shares and payment



The subscription shall be made in the attached subscription list of the minutes
of the board meeting, 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 12 February 2015. Tremoko Oy Ab is entitled
to pay the subscription price in cash and also by setting off the convertible
capital loan or any other receivable that the subscriber has from the Company. 

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



Shares as subject of trading

The Company shall approximately on 25 February 2015, unless otherwise caused by
processing by the authorities, publish a prospectus related to the Share Issue
(“Prospectus”) and apply for the Shares to be available for trading in the
Helsinki Stock Exchange without delay after publishing the Prospectus. 



Approving the subscriptions



The Board of Directors of the Company will approve 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 when the new Shares have been entered in the Trade Register,
approximately on 12 February 2015. 



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 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. 



Governing law and dispute resolution

The Share Issue and Shares shall be governed by Finnish law. Any possible
disputes arising from the Share Issue will be resolved by 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:

20150210 Ixonos Directed share issue eng.pdf

20150210 Ixonos Directed share issue eng.pdf