Aspocomp Group Plc
Decisions of extraordinary general meeting
ASPOCOMP GROUP PLC’S EXTRAORDINARY GENERAL MEETING’S DECISIONS 2011
Espoo, Finland, 2011-12-20 09:40 CET (GLOBE NEWSWIRE) —
Aspocomp Group Plc, Company Announcement 20 December 2011 at 10:40 am
The Extraordinary General Meeting of Aspocomp Group Plc held on 20 December 2011 decided to execute a reverse share split under Chapter 15 Section 9 of the Companies Act and related share redemption in a proportion other than shareholders’ holdings, to authorize the Board to issue shares and special rights entitling to shares and to terminate stock option program 2008. The Extraordinary General Meeting also decided to cover the loss shown on the balance sheet with funds from unrestricted equity and to reduce the company’s restricted equity to cover such losses.
(A) Reverse share split under Chapter 15 Section 9 of the Companies Act and related share redemption in a proportion other than shareholders’ holdings
The Extraordinary General Meeting decided that the number of the company’s shares shall be decreased, without decreasing the share capital, by means of a reverse share split which merges ten (10) existing shares into one (1) new share for the purposes set out in Chapter 15 Section 9 of the Companies Act and in observance of the procedure specified therein. Prior to such reverse share split the number of shares in the company is divisible by ten (10). The purpose of the reverse share split is to improve share trading conditions and price formation, and to increase the value of individual shares. The company thus has a weighty financial reason for the reverse share split and related share redemption.
The reverse share split will be accomplished by redeeming from each shareholder a number of shares determined in accordance with a redemption ratio of 9/10, i.e. nine (9) out of every ten (10) shares will be redeemed. The shares in excess of the nearest integer divisible by ten (10) will additionally be redeemed from shareholders whose holding is not divisible by ten at the record date of the reverse share split (rounding). The number of shares shall be evaluated separately for each book-entry account.
The redemption will be carried out without compensation, with the exception of the payment based on rounding as referred to in Chapter 15 Section 9 of the Companies Act. The redemption will be carried out as specified in the section referred to above in a proportion other than the shareholders’ holdings. Shares redeemed in connection with the reverse share split will be cancelled, with the exception of excess shares that are redeemed due to the rounding, combined with each other and sold. Subsequent to the reverse share split, the company will without delay, on behalf of the shareholders concerned, sell in public trading as referred to in Chapter 1 Section 3 of the Securities Markets Act, the combined excess shares redeemable due to the aforementioned rounding.
The funds derived from the share sales will be paid to shareholders in proportion to the differences arrived at by subtracting from the number of shares redeemable from each shareholder the number of shares redeemable in the absence of rounding. Interest at the reference rate valid from time to time as provided in Section 12 of the Interest Act will be paid on the funds for the period between the share redemption date and the date of remittance of the funds.
On the record date of the Extraordinary General Meeting, 8 December 2011, 2,976 shares of the company were entered into a joint account referred to in Chapter 4 Section 10 of the Companies Act. In connection with the reverse share split the joint account is handled as a single book-entry account and the payment based on rounding as referred to in Chapter 15 Section 9 of the Companies Act will be deposited in accordance with Chapter 15 Section 9 paragraph 2 of the Companies Act. In case entry into the book-entry system is required in relation to shares in the joint account in the future, one (1) share shall be assigned from the joint account against ten (10) old shares. The amount of compensation payable based on possible rounding is determined based on the compensations paid in connection with the reverse share split and the share redemption date shall be the date when the request for entry into the book-entry system was presented. The compensation payable based on the rounding shall be paid in a manner decided by the Board either from the deposit mentioned above, from the proceeds received by selling a share from the joint account on behalf of the person requesting entry into the book-entry system or from the assets of the company.
The record date of the reverse share split, according to which the right to funds derived from shares sold on the basis of rounding is determined, is Thursday 29 December 2011. The redeemed shares will be cancelled and the number of shares after the reverse share split will be entered in the Trade Register on Thursday 29 December 2011. The implementation of the reverse share split and related redemption will register in the shareholders’ book-entry accounts and trading in the post-reverse split shares will commence on Friday 30 December 2011, upon completion of the reverse share split. The funds derived from shares sold on the basis of rounding will be paid to shareholders on or about Thursday 5 January 2012 providing that the sale of all the shares can be accomplished in a single day (30 December 2011). If not, the payment of fractions will take place on the fourth (4th) day following the execution of the final sale.
The Extraordinary General Meeting decided to authorize the Board to resolve to modify the terms and conditions of the company’s option and other special rights so as to cater for the reverse share split.
Implementation of the arrangement will not require any actions from the shareholders.
(B) Authorization of the Board of Directors to issue shares and special rights entitling to shares
The Extraordinary General Meeting decided to authorize the Board of Directors to decide upon issuance of new shares and conveyance of the company’s own shares held by the company, in one or several tranches.
The share issue and the conveyance of own shares can be carried out against payment or without consideration to all shareholders in proportion to their shareholdings or by deviation from the shareholders’ pre-emptive subscription right through a directed share issue, provided that the company has a weighty financial reason for the deviation, such as use of the shares as payment in possible acquisitions, other arrangements pertaining to the business, financing of investments or use of the shares as a part of the company’s incentive schemes. A directed share issue may be carried out without consideration only provided that the company, taking into account the interest of all its shareholders, has a particularly weighty financial reason thereto.
The authorization will also include the right to issue option rights and other special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which against consideration entitle to the company’s new shares or the company’s own shares held by the company either by payment of the subscription price in cash or by setting off the subscription price with a claim of the subscriber.
A maximum of 42,725,645 new shares or own shares held by the company can be issued/conveyed in the share issue and/or on the basis of the option rights and/or the special rights. In connection with the reverse share split, the number of shares shall be amended accordingly. The number of shares under the authorization concerning the right to issue shares and the right to issue option rights and special rights entitling to shares shall, thus, in connection with the reverse share split be amended so that, subsequent to the implementation of the reverse share split, the authorization shall apply to a maximum of 4,272,564 shares.
In addition, the authorization includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is a maximum of one tenth (1/10) of all shares of the company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act, all own shares held by the company and its subsidiaries are included in this amount.
The Board of Directors has the right to decide upon other matters relating to the share issues.
The authorization is valid until 23 April 2013.
The authorization cancels prior authorizations.
(C) Termination of stock option program 2008
The Extraordinary General Meeting decided that the CEO option program resolved to be adopted on 23 April 2008 shall be terminated and removed from the Trade Register. No option rights under such option program have been granted.
(D) Covering of the loss shown on the balance sheet with funds from unrestricted equity and reducing of the company’s restricted equity to cover such losses
The Extraordinary General Meeting decided that the available unrestricted equity of the company shall be used in full to cover the loss shown on the balance sheet and, in addition, that the company’s share capital and share premium fund shall be reduced to cover such losses as follows:
(i) the profit of 311,907.42 euros shown on the company’s annual accounts of 31 December 2010, the company’s reserve for invested unrestricted equity, 22,016,328.27 euros, and the company’s special reserve, 45,989,038.00 euros, shall be used to cover losses from earlier financial periods, and
(ii) the company’s share premium fund, 27,917,948.11 euros, shall be used in full and the company’s share capital shall be reduced by 19,082,052.00 euros to cover losses from earlier financial periods.
After the measures referred to above, the company’s share capital will amount to 1,000,000 euros and the losses from earlier financial periods shown on the balance sheet will be -4,412,067.01 euros, on the basis of the numbers of the annual accounts of 31 December 2010. The amounts of the share premium fund, the reserve for invested unrestricted equity and the special reserve will correspondingly be 0.00 euros.
The purpose of the aforementioned arrangements, through which the company’s unrestricted and restricted equity are used to cover losses shown on the balance sheet, is to speed up the company’s dividend distribution prospects and to clarify the company’s balance structure. Using the company’s restricted equity to cover losses will lead to an asset distribution restriction of three (3) years, i.e. the company is not allowed to distribute its unrestricted equity during a period of three (3) years from the registration of the reduction without complying with a procedure for creditor protection set out in the Companies Act.
The minutes of the Extraordinary General Meeting are available on the company’s website at www.aspocomp.com/agm starting from 2 January 2012 at the latest.
For further information please contact Sami Holopainen, CEO, tel. (09) 59 181, sami.holopainen(at)aspocomp.com.
ASPOCOMP GROUP PLC
Aspocomp: Flexibility of product design
Aspocomp Group Plc provides services for the design and manufacture of high-tech PCBs. Aspocomp’s products are used in electronics industry, among others in telecommunications networks, handheld devices, automobiles and many type of industrial applications.