ASPOCOMP HAS AGREED ON THE AMENDMENTS OF THE CONVERTIBLE DEBENTURE LOAN I/2006
Aspocomp Group Oyj Company Announcement March 31, 2008 at 5:30 pm
The meeting of Aspocomp Group Oyj’s (the “Company”) EUR 10.300.000 Debenture Loan I/2006 bondholders has today decided upon amending the terms of the Debenture Loan in such a manner that the interest on the loan falls due and payable in one installment on 1.12.2011.
In addition, the Company and the bondholders representing 85.92 % of the Debenture Loan principal have today agreed upon amending the terms of the Debenture Loan in such a manner that the principal and interest accruing thereon falls due and payable in one installment on 1.12.2013 (the “2013 Amendment Agreement”). Pursuant to the original loan terms the principal fell due and payable on 1.12.2011 and the interest fell due and payable twice a year.
Pursuant to the 2013 Amendment Agreement, on the basis of the authorization granted by the annual general meeting of shareholders on 10.5.2007, the Board of Directors of the Company will issue a maximum of 20.000.000 stock options to those Debenture Loan I/2006 bondholders who have signed or will sign, by the date set by the Board of Directors, the 2013 Amendment Agreement. To the extent that all the Debenture Loan holders do not sign the 2013 Amendment Agreement, the number of stock options will be reduced in the same proportion. The exercise period for the shares commences immediately upon the issuance of the stock options and terminates on 31.10.2013. The stock option holders may use the options for share subscription only in the event that the Company is placed in corporate reorganization pursuant to the Corporate Reorganization Act (47/1993, as amended), and the outstanding principal under the Debenture Loan is reduced in such reorganization proceedings. In such case, the stock options may be used for share subscription only to the extent that the outstanding principal under the Debenture Loan is reduced. In the opinion of the Board of Directors of the Company, there are important financial reasons for the Company to issue the stock options, because the issuance of the stock options will enable the amendment of the Debenture Loan terms in such manner that the interest and the principal shall not fall due before year 2013. The amendments of the Debenture Loan terms are necessary considering the Company’s financial situation.
The subscription for the shares subscribed on the basis of the stock options is 0,00001 euro per share. The total aggregate subscription price payable by each stock option holder is rounded upwards to the nearest 10 cent. When determining the subscription price, the relationship between the stock options and the 2013 Amendment Agreement as well as the importance of the 2013 Amendment Agreement to the Company’s financial situation has been taken into account. In addition, particular emphasis has been placed on the fact that the stock option holders may exercise the stock options for share subscriptions only in the event that the Company is placed in corporate reorganization in accordance with the Corporate Reorganization Act (47/1993, as amended), and the outstanding principal under the Debenture Loan is reduced in such reorganization proceedings. The purpose of the stock options is to compensate any reductions in the loan receivables of the bondholders under the Debenture Loan in corporate reorganization. Considering the relationship to the 2013 Amendment Agreement, the Company’s financial situation and the exercisability of the stock options only in corporate reorganization, the Board of Directors considers the subscription price to be appropriate.
In respect of the bondholders that sign the 2013 Amendment Agreement, due to the deferral of repayment under the Debenture Loan, the subscription period under the stock options issued in connection with the Debenture Loan needs to be continued until 31.10.2013. According to the 2013 Amendment Agreement, this will be accomplished by the Company issuing to the bondholders signing the 2013 Amendment Agreement stock options in an amount corresponding to the number of stock options currently held by them under the Debenture Loan, on the same terms as the original stock options originally issued in connection with the Debenture Loan except that the exercise period under such new stock options commences at the expiry of the original stock options on 31.10.2011 and ends on 31.10.2013 provided that the original stock options have not been exercised.
For further information, please contact Isto Hantila, CEO,
tel. +358 9 591 8342.
ASPOCOMP GROUP OYJ
President and CEO
Aspocomp: Innovative interconnection solutions for the electronics industry
The Aspocomp Group offers and develops innovative interconnection solutions for the electronics industry in close cooperation with its customers. We are strongly positioned as a supplier of automotive industry and data communications networks. We offer our global customers a fast road to mass production through flexible and cost-effective adaptation of new technologies.
The Aspocomp Group’s production facilities are located close to its customers in Finland and Thailand. In 2007, the Group’s net sales stood at EUR 42 million and it had about 1,445 employees.
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