Final Result of Technopolis’s Rights Issue
TECHNOPOLIS OYJ STOCK EXCHANGE RELEASE June, 18, 2012 at 1.15 pm.
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Final Result of Technopolis’s Rights Issue
All the offered 12,088,836 shares were subscribed for in Technopolis Plc’s (the “Company”) rights issue completed on 12 June 2012. A total of 11,874,720 shares were subscribed for in the primary subscription representing approximately 98.2 per cent of the shares offered. A total of 8,470,366 shares were subscribed for in the secondary subscription, of which 214,116 subscriptions were approved. Thus, the subscriptions amounted to 168.3 per cent of the shares offered. The proceeds raised by the Company in the rights issue were approximately EUR 31.8 million after deducting fees and expenses.
The Company’s Board of Directors has today, 18 June 2012, approved all primary subscriptions made in the offering, and decided to approve the subscriptions made by the Company’s shareholders or other subscribers by virtue of the secondary subscription right in accordance with the Terms and Conditions of the Offering. In respect of shares not subscribed for in the primary subscriptions, the subscriptions made by shareholders or other subscribers by virtue of the secondary subscription right were approved in accordance with the terms and conditions of the share offering in proportion to their subscription rights exercised in accordance with the primary subscription right, but not more than up to the maximum number of subscriptions made in the secondary subscription per book-entry account. In case several subscription assignments were given concerning a certain book-entry account, these subscription assignments were combined as one subscription assignment concerning a certain book-entry account before the allocation.
Shareholders or other subscribers who did not receive some or any of the shares subscribed for by virtue of the secondary subscription right will be repaid the subscription price for the shares not received to the bank account informed by the shareholder or other subscribers in connection with the subscription on or about 19 June 2012. No interest will accrue for the repayable funds.
The shares subscribed for based on the primary subscription right have been subject to public trading on the Official List of the NASDAQ OMX Helsinki Ltd as interim shares as of 13 June 2012. The shares subscribed for in the rights issue will be registered with the Finnish Trade Register on or about 19 June 2012 after which the interim shares will be combined with the Company’s existing share class on the NASDAQ OMX Helsinki Ltd and will be admitted to trading as part of the Company’s current share class on or about 20 June 2012.
Following the registration of the new shares with the Trade Register, the number of the Company’s shares will amount to 75,555,227 shares. All shares subscribed for in the rights issue have been fully paid for. The subscribed shares will entitle to full dividend and to other shareholder rights in the Company as of the registration of the shares with the Trade Register, on or about 19 June 2012.
Amendments to Terms and Conditions of Stock Options
Due to the rights issue, the Company’s Board of Directors has today, 18 June 2012, confirmed the final amount of the amendment to the subscription price of the 2007 stock options in order to ensure equal treatment of stock option holders and shareholders, so that the subscription price per share is, taking into account the dividends paid during the years 2008-2012, for 2007B options EUR 4.547 and for 2007C options EUR 2.092.
The foregoing amendments to the terms and conditions of the stock options will be in force as of their registration in the Trade Register on or about 19 June 2012.
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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. There is no intention 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 or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and SEB Enskilda Corporate Finance Oy Ab assume 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.