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2007-11-09 07:30:00 CET 2007-11-09 07:30:00 CET REGULATED INFORMATION Technopolis - Company AnnouncementTECHNOPOLIS PLC SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION PRICE DECIDED AND SHARES SUBSCRIBEDTechnopolis Plc's (Company) Board of Directors has in its meeting 8 November 2007 resolved, by virtue of the authorization of the Annual General Meeting of 29 March 2007, to increase the Company's share capital by a maximum of EUR 3,177,200.00 by issuing a maximum of 1,880,000 new shares through a share issue directed to institutional investors. The purpose of the share issue is to finance the investments in accordance with the Company's investment plan, secure the Company's growth and maintain the Company's liquidity. The shares were offered to Finnish and international institutional investors in deviation from the shareholders' subscription right. The share issue was implemented based upon a book building process so that the institutional investors subscribed for the new shares to be issued by the Company in accordance with the subscription undertakings submitted by such institutional investors during the book building between 7 November 2007 and 8 November 2007. The shares were subscribed for approximately 1.3 fold compared to the number of shares offered. The share subscription price was set to EUR 6.00 per share. The terms and conditions of the share issue are enclosed in this stock exchange release. The Company's Board of Directors has 8 November 2007 resolved to approve the subscriptions made in the Company's share issue by the institutional investors. All 1,880,000 shares offered were subscribed for in the share issue. Pursuant to the share issue, the share capital of the Company will thus be increased by the maximum amount of EUR 3,177,200.00. The 1,880,000 shares offered in the share issue correspond to approximately 4.5 per cent of all the shares in the Company and the votes attached to said shares prior to implementing the share issue. Listing of the new shares on the Official List of OMX Nordic Exchange in Helsinki is expected to commence on or about 14 November 2007. Oulu, 9 November 2007 TECHNOPOLIS PLC Board of Directors For further information, please contact Pertti Huuskonen, President and CEO, tel. +358 400 680 816 or +358 8 551 3213 Distribution: OMX Nordic Exchange in Helsinki Main news media www.technopolis.fi THESE MATERIALS ARE NOT AN OFFER FOR SALE OF THE SHARES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SHARES MAY NOT BE SOLD IN THE UNITED STATES WITHOUT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. TECHNOPOLIS PLC DOES NOT INTEND TO REGISTER ANY PORTION OF SUCH OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SHARES IN THE UNITED STATES. Appendix: SHARE ISSUE OF TECHNOPOLIS PLC III/2007 TERMS AND CONDITIONS OF THE SHARE ISSUE The Board of Directors of Technopolis Plc (the 'Company') has in its meeting of 8 November 2007 resolved by virtue of the authorization granted by the Annual General Meeting of the Company on 29 March 2007 that the Company shall issue a maximum of 1,880,000 shares by a directed share issue on the following terms and conditions: 1 SHARE SUBSCRIPTION A maximum of 1,880,000 shares (the 'Shares', each a 'Share') shall be issued. All the Shares are new and will be offered to be subscribed for by the Finnish and international institutional investors selected by the Board of Directors in deviation from the pre-emptive subscription rights of the shareholders. A subscription shall comprise of at least 10,000 Shares and the Shares to be subscribed for shall be divisible by ten. 2 SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET The subscription price ('Subscription price') of one Share is EUR 6.00 per Share. The Subscription price is based on the price determined in the Book-building procedure. EUR 1.69 of the Subscription price shall be recorded as an increase in share capital and the remainder as an increase in unrestricted invested equity fund. 3 SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION Subscription of the Shares commences on 8 November 2007 at 6.00 p.m. and ends on 9 November 2007 at 4 p.m. The share subscription shall take place at the head office of Evli Bank Plc, the lead manager of the offering, at Aleksanterinkatu 19 A, Helsinki or at other location determined by the Board of Directors of the Company. The subscription shall be performed by submitting the subscription list to the Company by the end of the subscription period. The Board of Directors of the Company has a right to extend the subscription period. 4 TERMS OF PAYMENT The Subscription price shall be paid during the above-mentioned subscription period at the latest. The Board of Directors of the Company may extend the payment period if necessary. 5 RIGHT TO DIVIDEND AND OTHER RIGHTS The Shares entitle to dividend and other rights in the Company as from the registration of the increase of share capital. The Shares will be issued in the Finnish book-entry system. 6 REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS The pre-emptive subscription rights of the shareholders are deviated from since the purposes of the share issue is to finance the investments in accordance with the Company's investment plan, secure the Company's growth and maintain the Company's liquidity. There are thus weighty financial reasons from the Company's perspective for deviating from the pre-emptive subscription rights of the shareholders as referred to in Chapter 9 Section 4 of the Finnish Companies Act. 7 OVER AND UNDER SUBSCRIPTION The Company's President and CEO may decide to discontinue the reception of the subscription undertakings in a possible over subscription situation. In an under subscription situation the Board of Directors of the Company may decide who will be entitled to subscribe for the Shares that have been unsubscribed for, and the procedure to be applied in such subscription. The Board of Directors of the Company shall decide on the approval of the share subscriptions in accordance with these Terms and Conditions. The Board of Directors may also during the subscription period decide on the approval of the subscriptions made that far. A confirmation will be sent to the subscribers with respect to the subscriptions approved immediately after the approval of the subscriptions. 8 OTHER ISSUES The Board of Directors of the Company shall decide on other issues related to the share issue and the practical arrangements resulting therefrom. |
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