Ixonos - Company Announcement

IXONOS’ REGISTRATION DOCUMENT AND SECURITIES NOTE APPROVED

Helsinki, Finland, 2015-12-03 16:30 CET (GLOBE NEWSWIRE) -- 



Ixonos Plc          Stock Exchange Release          03 December 2015 at 17:30



Not to be published or distributed in or into the United States, Canada,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



IXONOS’ REGISTRATION DOCUMENT AND SECURITIES NOTE APPROVED





On 3 December 2015, the Finnish Financial Supervisory Authority approved Ixonos
Plc’s (”Ixonos or ”Company”) registration document (”Registration Document”)
and securities note (”Securities Note” and, together with the Registration
Document, "Prospectus") related to the Company's share issue (”Rights Issue”)
announced on 2 December 2015 pursuant to the Finnish Securities Market Act. The
Registration Document contains information on the Company and its business and
financial position. The Registration Document is valid for 12 months after its
approval. The Securities Note contains information on the Rights Issue and a
summary of the information contained in the Registration Document and the
Securities Note. 



For its entire period of validity, the Prospectus will be available in Finnish
as an electronic version as of 3 December 2015 at the latest on the Company’s
website at the address http://www.ixonos.com/fi/investor/shares/share-issues.
Upon request, a free hard copy of the prospectus can be provided at the
Company’s premises at the address Ixonos Plc, Hitsaajankatu 24, Helsinki, or at
the place of subscription at the address UB Securities Ltd, Aleksanterinkatu 21
A, 00100 Helsinki during the Rights Issue. The Prospectus is only available in
the Finnish language. 



The prospectus contains a correction to the material information published
previously on 2 December 2015: 



The Subscription Rights can be freely assigned, and they are admitted to public
trading in Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”) for the period 9–17
December 2015. 



Shares subscribed for on the basis of the Subscription Rights will be admitted
to trading in the official list of the Helsinki Stock Exchange as temporary
shares with the trading code “XNS1VN0215”. 



The Prospectus includes the following previously unpublished material
information: 



Working capital statement



Company's present working capital as at the date of the Prospectus is not
sufficient for its needs during the next 12 months. The Company estimates,
however, that its working capital is sufficient for approximately the 12 months
following the date of publication of the Prospectus, provided that the Company
does not breach covenants related to its financing agreement or that,
regardless of breach of covenant, the Company’s financiers undertake not to
withdraw the loans (waiver). The Company finds it probable that it will able to
obtain commitments from its financiers if necessary. 



The Company has implemented and will implement a number of actions to secure
its financial position: 



  -- On 2 December 2015, the Company’s Board of Directors decided on a rights
     issue based on the pre-emptive rights of the shareholders, by which the
     Company intends to gather equity in a maximum amount of approximately EUR
     8.0 million. The Company’s largest shareholder Tremoko Oy Ab (“Tremoko”)
     (holding approx. 79.06 per cent of the Company’s shares) has, in relation
     to the Rights Issue, given a subscription commitment (“Subscription
     Commitment”) to subscribe in full the new Shares that its holdings entitle
     it to subscribe for. In addition to the subscription commitment, Tremoko
     has given a commitment (“Underwriting Commitment”) to subscribe for Shares
     that are otherwise not subscribed for in the Rights Issue.



  -- In addition, the Company conducts negotiations on its financing
     arrangements (“Arrangement”) with its five financiers not related to its
     owners (“Financial Institutions”) and Tremoko. In the Arrangement, the
     Financial Institutions or some of them would, in addition to other
     reorganisation, grant partial waiver of the Company’s debts
     (“Composition”), with the total value of the waiver being estimated at
     approximately EUR 4 million. In connection with the Arrangement, the
     Company would arrange a directed share issue in derogation of the
     shareholders’ pre-emptive subscription right (“Directed Share Issue”) in
     which the Company’s Board of Directors would decide, on the basis of the
     authorisation of the Annual General Meeting 29 April 2015, on issuing new
     Company shares for subscription by one or more Financial Institutions for
     the subscription price of EUR 0.085 per share, altogether worth
     approximately EUR 0.65 million. In the Directed Share Issue, the Financial
     Institutions would be entitled to pay the subscription price of the Shares
     they subscribe for by setting off claims they have from the Company.



  -- It would also be agreed in connection with the Arrangement that Ixonos’
     financing based on borrowed capital with interest is reorganised between
     the Company, the Financial Institutions and the Company’s largest
     shareholder Tremoko. After the Arrangement and the planned subscription
     rights issue announced on 11 November 2015, the Company would have a total
     of approximately EUR 8.0–8.5 million in financing based on borrowed capital
     with interest, divided so that altogether approximately EUR 0.5–1.0 million
     is from the Financial Institutions and EUR 7.5–8.0 million from Tremoko,
     which may or may not include rights entitling to shares that are set out in
     Chapter 10 Section 1 of the Finnish Limited Liability Companies Act (a loan
     or a convertible loan). On 30 September 2015, the Company had approximately
     EUR 16.5 million’s worth of financing based on borrowed capital with
     interest.





If the Company breached the covenants related to its financing agreements, as a
result of which the Company’s financiers would terminate the financing
agreements and the Rights Issue and the Arrangement would not take place, this
could lead to the depletion of working capital and problems in the continuation
of the Company’s business, and the Company would probably lose its solvency if
no further measures were taken and would not, under such circumstances, be able
to finance its planned operations or repay its debts in accordance with the
original payment terms. At the worst, the loss of solvency described above
could lead to liquidation or company restructuring or to being declared
insolvent. 





IXONOS PLC



Board of Directors



Further information:



Ixonos Plc



CEO Sami Paihonen, tel. 050 502 1111, sami.paihonen@ixonos.com



CFO Kristiina Simola, tel. 040 756 3132, kristiina.simola@ixonos.com



Distribution:

NASDAQ OMX Helsinki

Main media





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.

Attachments:

Tiedote_Esite 3.12.2015 EN_2.pdf