THE BOARD OF DIRECTORS OF ASPOCOMP HAS DECIDED ON A RIGHTS ISSUE
ASPOCOMP GROUP OYJ COMPANY ANNOUNCEMENT March 16, 2007 at 5:00 PM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.
The Board of Aspocomp Group Oyj has decided on a rights issue, whereby the shareholders are entitled to subscribe for three new shares for every two old shares. A total of 29 823 078 new shares are offered for subscription at a subscription price of EUR 0.84 per share. Provided that the issue is fully subscribed for, approximately EUR 25 million in new equity will be raised through the issue. The offer shares to be issued represent up to 150 percent of the total shares and the voting rights of the company prior to the offering and 60 percent after the offering. The share issue is based on the authorization granted by the Extraordinary General Meeting of January 19, 2007.
The shares will be offered for subscription to the shareholders of the company in proportion to their shareholding in the company. A shareholder or a shareholder whose shares are nominee-registered must be registered on the record date of the offering, March 21, 2007, in the shareholders’ register maintained by the Finnish Central Securities Depository Ltd. Such shareholder will automatically receive one freely transferable subscription right in a book-entry form for every share held. No subscription rights will be issued to holders of the convertible debenture loans issued by the company or holders of options 2006. A shareholder, or a person or an entity to whom the shareholder’s primary subscription rights have been transferred, is entitled to subscribe for three (3) offer shares for every two (2) primary subscription rights.
In the secondary subscription a shareholder or any other investor may subscribe for any offer shares that have been left unsubscribed for on the basis of the subscription rights. In case of oversubscription of the secondary subscription, i.e. when the commitments given to subscribe for shares exceed the number of shares offered for subscription, offer shares will be allocated primarily to shareholders in proportion to their shareholdings on the record date and up to the maximum commitment set out by each subscriber.
The subscription period commences on March 26, 2007. The period expires on April 12, 2007 at 4:00 p.m. Finnish time with respect to the subscription rights, and on April 13, 2007 at 4:00 p.m. Finnish time with respect to the secondary subscription. The subscription rights will be publicly traded on the Helsinki Stock Exchange from March 26, 2007 at 10:00 a.m. Finnish time until April 3, 2007 at 6:30 p.m.
The company has received an underwriting commitment for the full amount of offering from a group of investors comprising 2M Ventures Oy, Ajanta Oy, Avenir Rahastoyhtiö Oy, E. Öhman J:or Fondkommission AB, Oy Hammaren & Co Ab, Varma Mutual Pension Insurance Company Ltd, Oy Finvestock Ab, Ramsay & Tuutti Oy Ab and Sampo Life Insurance Company.
The specific terms and conditions of the offering are set out in the appendix to this company announcement.
The company intends to use the net proceeds from the offering to finance the planned investments in India, as general working capital and for other general purposes of the Group.
The prospectus regarding the share issue has been submitted to the Finnish Financial Supervision Authority ("FSA") for approval and will be published after the approval on or around March 26, 2007.
Evli Bank Plc, Corporate Finance has been appointed as the Manager of the share issue.
For further information, please contact Maija-Liisa Friman, CEO,
tel. +358 9 7597 0711.
ASPOCOMP GROUP OYJ
Helsinki, March 16, 2007
The Board of Directors
The Nordic Exchange
The information contained herein is not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States. This release does not constitute an offer to sell subscription rights or shares in Australia, Japan, Canada or the United States (save for exemption regarding the private placement). The shares referred to in the release may only be offered or sold in the United States pursuant to an exemption from registration requirements as provided for in the U.S. Securities Act of 1933, or in a transaction not subject to U.S. Securities Act of 1933 or any applicable laws of the states of the United States. There is no intention to register this offering or any portion of it in the United States or to conduct a public offering of the shares in the United States.
This release does not constitute a direct or indirect offer to sell or acquire securities, nor shall there be any sale of the shares in any jurisdiction in which such offer or sale would be unlawful prior to registration of the shares, exemption from registration requirement or other qualification under the securities laws of any such jurisdiction.
This release does not constitute an offer of securities to the public in the United Kingdom. No offering circular has been or will be registered in the United Kingdom in respect of the securities, and consequently, the offering is directed only to persons who (i) are outside the United Kingdom or (ii) are persons falling within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This release or any of its contents must not be acted on or relied on by persons who are not relevant persons.
Appendix: TERMS AND CONDITIONS OF THE OFFERING
On January 19, 2007, the Extraordinary General Meeting of shareholders of Aspocomp authorized the Company’s Board of Directors to decide on (i) an issue of a maximum of new 50,000,000 Shares of the Company and (ii) a conveyance of a maximum of 200,000 treasury Shares of the Company. The Board of Directors of the Company may offer the Shares either in accordance with the pre-emptive right of shareholders or through a directed issue. The authorization allows the Board of Directors of the Company to resolve upon the offering of Shares of the Company with or without consideration.
On March 16, 2007, the Board of Directors of the Company resolved, based on the authorization of the Extraordinary General Meeting of Shareholders, to issue a maximum of 29,823,078 new Offer Shares as set forth in these terms and conditions of the Offering. In the Offering, no subscription rights will be granted to the treasury Shares held by the Company.
As a result of the Offering, the total number of the Company’s shares may increase from 20,082,052 Shares to a maximum of 49,705,130 Shares. The Offer Shares in the Offering represent 150 percent of the total Shares and the voting rights of the Company prior to the Offering and 60 percent after the Offering.
RIGHT TO SUBSCRIBE
Primary Subscription Rights
The Offer Shares will be offered for subscription to the shareholders of the Company in proportion to their shareholding in the Company.
The record date for the Offering is March 21, 2007 (the "Record Date").
A shareholder who is registered in the Company’s shareholders’ register maintained by the Finnish Central Securities Depository Ltd. (the "FCSD") on the Record Date or a shareholder whose Shares are nominee registered on the Record Date in the shareholders register maintained by the FCSD, will automatically receive one (1) freely transferable Primary Subscription Right as a book-entry (ISIN code FI0009503015) for every Share owned on the Record Date.
A shareholder, or a person or an entity to whom such shareholder’s Primary Subscription Rights have been transferred, is entitled to subscribe for three (3) Offer Shares for every two (2) Primary Subscription Rights. No fractions of Offer Shares will be allotted.
Secondary Subscription Rights
In addition, (i) shareholders of Aspocomp, (ii) public in Finland and (iii) institutional investors chosen by the Company’s Board of Directors ((ii) and (iii) together, "Third Party Investors") may, pursuant to the Secondary Subscription Right, subscribe for any Offer Shares left unsubscribed for in the Primary Subscription at a subscription price of EUR 0.84 per Offer Share (the "Secondary Subscription"). The right to participate in the Secondary Subscription cannot be transferred.
The subscription price is EUR 0.84 per Offer Share.
According to the decision made by the Board of Directors of the Company, the Subscription Price shall be entered into the paid-up unrestricted equity reserve.
The Subscription Period will commence at 10:00 a.m., Finnish time, on March 26, 2007, and expire at 4:00 p.m. Finnish time on April 12, 2007 with respect to the Primary Subscription Rights and at 4:00 p.m. Finnish time on April 13, 2007 with respect to the Secondary Subscription Right. The places of subscription will accept subscription assignments during their normal business hours.
Account operators and custodians may ask their customers to submit their subscriptions at an earlier date than the end of the Primary Subscription Right trading period.
PLACES OF SUBSCRIPTION
The subscription commitment form shall be delivered to Evli Bank Plc to the address Evli Bank Plc/Operations, P.O. Box 1081, FI-00101 Helsinki, Finland. Subscriptions may also be submitted to account operators and custodians, who have made an agreement with Evli Bank Plc regarding the receipt of subscriptions. Places of subscription accept subscriptions during their customary office hours. Account operators and custodians may set a time limit for the subscriptions which is prior to the end of the Subscription Period.
Subscriptions based on Secondary Subscription may be submitted only to Evli Bank Plc to the address Evli Bank Plc/Operations, P.O. Box 1081, FI-00101 Helsinki, Finland.
EXERCISE OF PRIMARY AND SECONDARY SUBSCRIPTION RIGHTS
A shareholder or an investor may participate in the Offering by subscribing for Offer Shares pursuant to the Primary Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. In order to participate in the Offering, a shareholder or an investor must submit a subscription assignment in accordance with the instructions given by his or her own custodian or account operator. Custodians or account operators notify the shareholders of the Offering and the submission of a subscription assignment in accordance with their own practices. Potential inquiries regarding the submission of a subscription assignment in the Primary Subscription should be primarily directed to the shareholder’s custodian or account operator. If a shareholder does not receive the subcription commitment from his own account operator (for example, if the Shares are maintained by the FCSD), the subscription commitment and personal reference number for the payment can be ordered from Evli, telephone number +358 9 4766 9931 or by email from email@example.com.
Shareholders and investors participating in the Offering, whose Shares or Primary Subscription Rights are held through a nominee (or other custodian), must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holders.
Any exercise of the Primary Subscription Rights is irrevocable and may not be modified or cancelled otherwise than as stated in "Cancellation of Subscription under Certain Circumstances".
Any Primary Subscription Rights that have not been exercised at the latest by 4:00 p.m., Finnish time, on April 12, 2007, will expire.
A shareholder or Third Party Investor wishing to subscribe for Offer Shares in the Secondary Subscription must notify the number of Offer Shares it commits to subscribe for in the Secondary Subscription. A separate subscription commitment form used in the subscription of the Offer Shares in the Secondary Subscription can be obtained from Evli, telephone number +358 9 4766 9931 or email firstname.lastname@example.org. A shareholder of the Company is not obliged to exercise all of its Primary Subscription Rights to be entitled to participate in the Secondary Subscription.
Any subscription commitment submitted in the Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in "Cancellation of Subscription under Certain Circumstances".
Any Secondary Subscription Right that has not been exercised at the latest by 4:00 p.m., Finnish time, on April 13, 2007, will expire without any compensation.
The Company has received an underwriting for the entire Offering from a group of investors comprising 2M Ventures, Ajanta Oy, Avenir Rahastoyhtiö Oy, E. Öhman J:or Fondkommission AB, Oy Hammaren & Co Ab, Varma Mutual Pension Insurance Company, Oy Finvestock Ab, Ramsay & Tuutti Oy Ab and Sampo Life Insurance Company.
CANCELLATION OF SUBSCRIPTIONS UNDER CERTAIN CIRCUMSTANCES
Investors, who have undertaken to subscribe for the Offer Shares, are entitled to cancel their subscription according to the Finnish Securities Market Act in the event that the Offering Circular is supplemented due to a material mistake or inaccuracy relating to the information in the Offering Circular, which could affect the assessment of the Offer Shares. The subscription must be cancelled within two (2) banking days from the publication of the supplement to the Offering Circular. The Finnish Financial Supervision Authority ("FSA") has, for a special reason, a right to decide that the cancellation period is at least four (4) banking days. The cancellation right may only be used if the investor has undertaken to subscribe for the Offer Shares prior to the publication of the supplement to the Offering Circular and the supplement is published between the time the Offering Circular was approved by the FSA and the time when trading with the interim shares begins. The procedure allowing for the cancellation of subscriptions will be announced together with any such supplement to the Offering Circular through publishing a stock exchange release.
PUBLIC TRADING OF THE PRIMARY SUBSCRIPTION RIGHTS
The Primary Subscription Rights are freely transferable and will be publicly traded on the Helsinki Stock Exchange from March 26, 2007. The public trading of the Primary Subscription Rights will end on April 3, 2007. The available price on the Helsinki Stock Exchange for the Primary Subscription Rights will be determined in market trading. The Primary Subscription Rights may be acquired or transferred by giving purchase or selling orders to the holder’s own custodian or account operator or to any broker.
The trading symbol of the Primary Subscription Rights is ACG1VU0107.
PAYMENT FOR THE SUBSCRIPTIONS
The Subscription Price of the Offer Shares subscribed for in the Offering shall be paid in full at the time of subscription in accordance with the instructions given by the place of subscription or the relevant custodian or account operator.
APPROVAL OF THE SUBSCRIPTIONS
The Board of Directors of the Company will approve all subscriptions pursuant to the Primary Subscription Rights made in accordance with the Terms and Conditions of the Offering and applicable laws and regulations.
In cases other than Oversubscription of the Secondary Subscription, the Board of Directors of the Company will approve all subscriptions pursuant to the secondary Subscription Rights made in accordance with the terms and conditions of the Offering and applicable laws and regulations. In case of Oversubscription of the Secondary Subscription, the Offer Shares will be allocated primarily to shareholders subscribing for Offer Shares in the Secondary Subscription in proportion to their shareholdings on the Record Date.
The Company will publish the final result of the Offering in a stock exchange release on or about April 18, 2007.
REFUND OR PARTIAL REFUND OF SUBSCRIPTION PRICE IN THE SECONDARY SUBSCRIPTION
If the subscription commitment made in the Secondary Subscription is not approved or is approved only partially, the subscription payment made or a part thereof will be refunded to the Finnish bank account indicated in connection with the submission of the subscription commitment by the person who has submitted such subscription commitment, on or about the third (3) banking day, that is, on or about April 20, 2007, following the approval of the subscriptions by the Board of Directors of the Company. No interest will be paid on such refund.
PROCEDURE IN THE EVENT OF OVERSUBSCRIPTION OF THE SECONDARY SUBSCRIPTION
In the event the subscription commitments submitted in the Secondary Subscription exceed the number of Offer Shares available for subscription in the Secondary Subscription (i.e., the Offering is over-subscribed), the subscription commitments will be primarily approved in proportion to the shareholdings of the subscribers as of the Record Date, up to the maximum number of Offer Shares stated in the subscription commitment submitted by such subscriber. If the Offering is over-subscribed by the shareholders of the Company, no Offer Shares will be allocated to Third Party Investors who have committed to subscribe for Offer Shares in the Secondary Subscription. If the Offering is oversubscribed in such a manner that Offer Shares will be allocated also to Third Party Investors, the allocation of Offer Shares among the Third Party Investors will be made in proportion to the number of Offer Shares covered in the subscription commitments. The number of Offer Shares to which the shareholder is entitled will be rounded to whole Offer Shares in a manner to be determined by the Board of Directors of the Company. Several subscription commitments submitted by one shareholder or investor will be combined before the allocation of Offer Shares to form one subscription commitment.
No fees or other payments will be charged from the subscribers in connection with submission of a subscription commitment and subscription of Offer Shares. The account operator of each shareholder will charge a fee in accordance with its price list for the maintanance of the book-entry account. In addition, the account operators may charge a fee for the cancellation of subscriptions in the events mentioned above in "Cancellation of Subscriptions under Certain Circumstances".
REGISTRATION OF THE OFFER SHARES TO THE BOOK-ENTRY ACCOUNTS AND TRADING WITH THE OFFER SHARES
The Offer Shares issued in the Offering will be recorded into book-entry accounts as follows:
– Offer Shares that are subscribed for in the Primary Subscription will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN code FI0009015192, trading under the symbol ACG1VN0107) representing the Offer Shares. Trading with such interim shares will commence on the first trading day following the expiration of the Subscription Period with respect to the Primary Subscription Rights on or about April 13, 2007. The interim shares will be combined with the Company’s existing Shares (ISIN code FI0009008080, trading under the symbol ACG1V) when the Offer Shares have been registered with the Trade Register. Such combination is expected to occur on or about April 19, 2007.
– Offer Shares that are subscribed for in the Secondary Subscription will be recorded on the subscriber’s book-entry account as the same class of shares as the Company’s existing Shares as soon as practically possible after the subscription commitments submitted in the Secondary Subscription have been approved and the Offer Shares have been registered with the Trade Register. This is estimated to take place on April 19, 2007.
The Offer Shares will entitle their holder to any future dividends declared by the Company and to other shareholder rights in the Company after the Offer Shares have been registered with the Trade Register, which is expected to take place on or about April 19, 2007.
The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, are available for review at the head office of the Company, Unioninkatu 18, FI-00130 Helsinki, Finland and on the Company’s website at www.aspocomp.com and on the website of Evli at www.evli.com.
APPLICABLE LAW AND DISPUTE RESOLUTION
The Offering and the Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.
Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.