Affecto Oyj - Company Announcement

Affecto Plc acquires shares in Affecto Management Oy from group executives through a share swap

Helsinki, 2013-11-08 13:00 CET (GLOBE NEWSWIRE) -- AFFECTO PLC  --  STOCK
EXCHANGE RELEASE  --  8 NOVEMBER 2013 at 14.00 



Affecto Plc acquires shares in Affecto Management Oy from group executives
through a share swap 

The members of Affecto's executive management team acquired a company named
Affecto Management Oy June 2010. Affecto Management Oy acquired 823 000 Affecto
Plc shares from the market. The acquisition was financed by a 0.4 MEUR capital
investments by the executives, and by a loan of 1.6 MEUR provided by Affecto
Plc. The arrangement was published in a stock exchange release on 23 June 2010.
Affecto Management Oy is owned by the members of Affecto's group management
team. Members of the Board of Directors of Affecto Plc are not shareholders in
Affecto Management Oy. 

As told on 23 June 2010, the arrangement has been intended to dissolute after
the Q3/2013 interim report and before 31 December 2013. The Board of Directors
of Affecto Plc has decided that the loan will be repaid through a share swap
where Affecto Plc acquires all the shares in Affecto Management Oy. To
implement the share swap, the Board of Directors of Affecto Plc has decided on
a directed share issue in which the company offers, in deviation from the
shareholders' pre-emptive subscription rights, a maximum total of 391 460 new
Affecto shares to the shareholders of Affecto Management Oy against share
consideration (Share Swap). In the Share Swap, the shareholders of Affecto
Management Oy convey the Affecto Management Oy shares they hold and receive new
Affecto Plc shares in return. 

In this arrangement, all the shares in Affecto Management Oy will be
transferred to Affecto Plc. Through Affecto Management Oy, the Company will
also receive 823 000 own Affecto Plc shares as well as the Company's loan
receivable from Affecto Management Oy. 

When the Share Swap is executed the Affecto executives' previously indirect
share ownership will become a direct ownership in Affecto Plc. The number of
new shares to be given in the Share Swap has been determined on the basis of
Affecto Management Oy's net assets and calculated by using the trade volume
weighted average quotation of the Affecto Plc share on NASDAQ OMX Helsinki Ltd
on 6-7 November 2013, both with respect to the issued new shares and to the
shares in Affecto Plc that Affecto Management Oy owns. 

The new Affecto Plc shares to be given in the Share Swap are entitled to carry
shareholder rights in the Company after the new shares have been entered into
the Trade Register, which is expected to take approx. one week. The new shares
will be registered on the subscriber's book-entry account and will be applied
for public trading on NASDAQ OMX Helsinki Oy after their Trade Register entry. 

The decision on the Share Swap is based on the authorizations granted by the
Annual General Meeting of Shareholders on 9 April 2013. Before the Share Swap,
the Company has issued 21 893 735 shares, out of which are 78 427 treasury
shares are held by the Company. After the Share Swap, the number of issued
Affecto Plc shares will increase to 22 285 195 shares, out of which the Company
itself will own 78 427 shares directly and 823 000 shares indirectly through
Affecto Management Oy. 

Affecto Plc
The Board of Directors



www.affecto.com

Additional information:
Hannu Nyman, tel. +358 205 777 761