Ixonos - Company Announcement

THE STRENGTHENING OF FUNDING AND BALANCE SHEET STRUCTURE AND ARRANGEMENT OF A DIRECTED SHARE ISSUE

Helsinki, Finland, 2015-12-22 11:45 CET (GLOBE NEWSWIRE) -- Ixonos Plc         
Stock Exchange Release          22 December 2015 at 12:45 




Not to be published or distributed in or into the United States, Canada,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



THE STRENGTHENING OF FUNDING AND BALANCE SHEET STRUCTURE AND ARRANGEMENT OF A
DIRECTED SHARE ISSUE 



The strengthening of funding and balance sheet structure



Ixonos Plc (“Ixonos” or “Company”) has finalized its negotiations on its
financing arrangements (“Arrangement”) with its five financiers not related to
its owners (“Financial Institutions”) and Tremoko Oy Ab (“Tremoko”) announced
on 30 November, 2015. Ixonos, Financial Institutions and Tremoko have been
entered into an agreement (“Agreement”) regarding execution of the Arrangement.
In addition to the below mentioned directed share issue (“Directed Share
Issue”), the following actions regarding the Arrangement have been carried out
today: 



  -- the Financial Institutions granted 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 there have been agreed on reorganisation
     of the

Ixonos’ financing based on borrowed capital with interest between the Company,
the Financial Institutions and Tremoko. 

  -- After the execution of the Arrangement, the Company will have approximately
     amount of EUR 0,76 million financial institution loan from Nordea Bank
     Finland Plc, to which loan have been granted a directly enforceable
     guarantee by Tremoko and its owners Turret Oy Ab and Holdix Oy Ab and a
     guarantee by Finnvera Plc.
  -- Company has received approximately amount of EUR 7,16 million new loans
     from Tremoko.
  -- Loan agreements related to the Arrangement include covenants regarding
     equity ratio, EBITDA and net debts/EBITDA which will be considered at the
     first time on 31 December, 2016.



After the Arrangement and the subscription rights issue 9.-23. December 2015,
the Company would have a total of approximately EUR 8.3 million in financing
based on borrowed capital with interest, divided so that altogether
approximately EUR 0.8 million is from the Financial Institutions and EUR 7.5
million from Tremoko. On 30 September 2015, the Company had approximately EUR
16.5 million’s worth of financing based on borrowed capital with interest, the
Group some EUR 18.9 million in total. 



As a whole, the Composition and the Directed Share Issue support the Company’s
financial standing in a situation in which the Company predicts that the
turnover of the whole of 2015 is EUR 16-18 million and assesses that the
operating result weakens in comparison to the year 2014 and that the Company’s
operative cash flow is negative. The Arrangement will substantially enhance
Ixonos’ solvency ratio. 





Arrangement of a Directed Share Issue

In connection with the Arrangement, the Board of Director of the Company
decided on a Directed Share Issue in derogation of the shareholders’
pre-emptive subscription right, on the basis of the authorisation of the Annual
General Meeting 29 April 2015, on issuing 6,856,345 new Company shares for
subscription by Nordea Bank Finland Plc, Elo Mutual Pension Insurance and
Fennia Mutual Insurance Company for the subscription price of EUR 0.085 per
share, altogether worth approximately EUR 0.58 million. In the Directed Share
Issue Nordea Bank Finland Plc, Elo Mutual Pension Insurance and Fennia Mutual
Insurance Company have been entitled to pay the subscription price of the
Shares they subscribe for by setting off claims they have from the Company. 

The purpose of the Directed Share Issue is to execute the terms and conditions
of the Agreement between the Company and among others, Nordea Bank Plc Finland,
Elo Mutual Pension Insurance Company and Fennia Mutual Insurance Company
regarding the Arrangement based on which the Company were to provide to the
above mentioned companies a chance to partly convert their receivables from the
Company into shares of the Company. Thus, from the Company’s point of view,
there is a weighty financial reason for the deviation from the shareholders’
preemptive right referred to in Chapter 9, Section 4, Subsection 1 of the
Limited Liability Companies Act. 

The shares issued in the Directed Share Issue are equivalent to approximately
3.26 per cent of all of the Company’s shares and votes before the Directed
Share Issue and approximately 1.94 per cent of all of the Company’s shares and
votes after the Directed Share Issue, provided that the subscription rights
issue 9.-23. December 2015 will be subscribed for in full. 

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

Nordea Bank Finland Plc, Elo Mutual Pension Insurance and Fennia Mutual
Insurance Company subscribed the Directed Share Issue in full and the Board of
Directors of the Company accepted their share subscriptions. 



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. 

TERMS OF THE SHARE ISSUE



  1. New Shares

The Board of Directors of the Company decided to issue 6,856,345 new shares
(“Shares”) pursuant to the authorization granted by the annual general meeting
on 29 April 2015. 

The Shares issued in the share issue are equivalent to approximately 3.26 per
cent of all of the Company’s shares and votes before the share issue and
approximately 1.94 per cent of all of the Company’s shares and votes after the
share issue, provided that the subscription rights issue 9.-23. December 2015
will be subscribed for in full. 

  1. Subscription right and deviation from shareholder’s pre-emptive
     subscription right

All new Shares are offered for subscription by the following persons in
derogation from the pre-emptive subscription right of the shareholders in the
following amounts: 





Subscriber                     Shares offered for           Subscription price  
                                subscription, pcs            in EUR             
--------------------------------------------------------------------------------
Nordea Pankki Suomi Oyj                          4.585.763            389.789,90
--------------------------------------------------------------------------------
Keskinäinen                                      1.514.478            128.730,67
 Työeläkevakuutusyhtiö Elo,                                                     
--------------------------------------------------------------------------------
Keskinäinen Vakuutusyhtiö                          756.104       64.268,91      
 Fennia                                                                         
--------------------------------------------------------------------------------
In total                                         6.856.345            582.789,48
                                                    shares                      
--------------------------------------------------------------------------------

























The purpose of the share issue is to execute the terms and conditions of the
agreement (”Agreement”) agreed between the Company and among others, Nordea
Bank Plc Finland, Elo Mutual Pension Insurance Company and Fennia Mutual
Insurance Company (jointly hereinafter “Financial Institutions”) regarding the
arrangement (“Arrangement”) of the debts of the Company. Based on the Agreement
the Company shall provide a chance for the Financial Institutions to partly
convert their receivables from the Company into shares of the Company. Thus,
from the Company’s point of view, there is a weighty financial reason for the
deviation from the shareholders’ preemptive right referred to in Chapter 9,
Section 4, Subsection 1 of the Limited Liability Companies Act. 

The subscription right to the Shares based on these Terms and Conditions shall
not be transferred or signed over to a third party. 

  1. Subscription of the Shares and the subscription period

The subscription of the Shares shall take place in connection with the closing
of the Agreement. The Board of Directors can extend the subscription period.
However, the subscription of the Shares shall be made by 30 December 2015 at
latest. 

The Shares shall be subscribed by using the subscription list to the shares of
Ixonos Plc which is enclosed to the Agreement. 

The subscription is binding and cannot be altered or cancelled.

  1. The subscription price and the payment of the subscription price

The subscription price shall be eight and half eurocents (0,085 €) per Share.

The subscription price is based on the terms and conditions of the Agreement
between the Company and, among others, the Financial Institutions. Should the
number of Shares to be provided to a subscriber shall not be a whole number,
the number of Shares shall be rounded downward into the next full Share. 

The Board of Directors can extend the payment time of the subscription price.

The subscription price shall be credited in full into the reserve for invested
unrestricted equity of the Company. 

  1. Right to dividend and other shareholder rights

The subscribed Shares entitle to dividends possibly distributed by the Company
and to carry other shareholder rights starting from when the Shares have been
registered to the Trade Register and the shareholders’ register of the Company. 

  1. Entry of the Shares in book-entry accounts

The Shares subscribed for in the Share issue shall be entered to the
subscriber’s book-entry account after the new Shares have been registered to
the Trade Register. 

  1. Trading with the Shares

Upon the registration with the Finnish Trade Register, the Company will apply
for filing of the Shares to be listed for public trading on NASDAQ OMX Helsinki
Ltd approximately on 8 January 2016. 

  1. Approval of the subscriptions

The directed share issue is conditional to the fulfillment of the other
conditions precedent set out in sections 3.8.1 – 3.8.2 and 4.1 – 4.2 of the
Agreement or that they have been relinquished in accordance with the terms of
the Agreement, that the Arrangement is executed, and that the Board of
Directors accepts the subscriptions. Should the Agreement not be executed by 30
December 2015 this decision by the Board of Directors regarding the share issue
shall expire. The Board of Directors shall approve all subscriptions made
pursuant to the subscription right and these terms and conditions of the share
issue which have been made in compliance with the laws and regulations
applicable to a share subscription. 

  1.  Information

The documents referred to in Chapter 5 section 21 of the Finnish Limited
Liability Company Act are in view from the start of the subscription period in
the Company’s head office at Hitsaajankatu 24, FI-00810 Helsinki, Finland. 

  -- Note to investors and governing law and dispute resolution

The Shares may not directly or indirectly be offered, sold, resold, transferred
or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United
States or any other country where offering Shares would be illegal. Documents
related to the Share Issue may not be delivered to persons in these countries.
No actions have been taken to register the Shares or the share issue or to
generally offer the Shares in other countries than Finland. 

The Company’s shareholder or other investor are considered to have accepted the
aforementioned limitations to the share issue and the Shares shall be governed
by Finnish law. Any possible disputes arising from the share issue will be
resolved in a competent court in Finland. 

  -- Other issues

The Board of Directors of the Company shall decide upon other matters related
to the share issue and practical measures arising thereof.

Attachments:

Tiedote_Rahoitusjarjestely _22.12.2015 EN.pdf