Stock Exchange Releases

SHARE ISSUE AND SALE OF TECHNOPOLIS PLC

Published: 2005-04-22 09:15:00 CEST
Technopolis Oyj – Company Announcement
SHARE ISSUE AND SALE OF TECHNOPOLIS PLC
TECHNOPOLIS PLC   STOCK EXCHANGE RELEASE 22.4.2005 at 10.15 a.m.


SHARE ISSUE AND SALE OF TECHNOPOLIS PLC

The Board of Directors of Technopolis Plc has decided on the
marketing of a directed share issue starting on 26 April 2005. In
the share issue the company will be offering a total of 5,400,000
new shares of the company with a book value equivalent of EUR
1.69 for Finnish and international investors. In connection with
the share issue, a share sale shall be arranged, in which the
largest shareholder of the company, City of Oulu, will offer for
sale a maximum of 2,500,000 shares of the company held by it.
Thus, the arrangement covers a maximum total of 7,900,000 shares.
The implementation of the share issue is primary with regard to
the share sale.

The combined share issue and sale will comprise an institutional
issue and sale of a preliminary number of 6,700,000 shares to be
marketed to international and domestic investors and a retail
issue of a preliminary number of 1,200,000 shares directed at
Finnish retail investors. In the retail issue, subscription
commitments may also be made by the present shareholders of the
company, for whom the board of directors of the company has made
a preliminary reservation of 50 percent of the shares of the
retail issue upon their allocation.

The subscription and purchase offers will be received starting on
Tuesday 26 April 2005 at 9:30 a.m. Finnish time and ending at
5:00 p.m. Finnish time (the retail issue at 4:30 p.m.) on Friday
6 May 2005. The institutional issue and sale and the retail issue
may be interrupted irrespective of each other. However, the share
issue and sale may not be interrupted before 5:00 p.m. (with
regard to the retail issue, 4:30 p.m.) on 2 May 2005 or
thereafter in the middle of the day before the hours mentioned.

In the share issue and sale the preliminary share subscription
and sales price shall be at least EUR 3.60 and at most EUR 3.80
per share. The final share subscription and sales price shall be
decided after the book building to institutional investors. In
the retail issue the subscription price shall be the same as in
the institutional issue, however, at most the maximum price of
the preliminary price range, i.e., EUR 3.80 per share.

The implementation of the share issue will depend on the board of
directors  of the company deciding to raise the share capital  of
the  company  after the marketing and book building  period.  The
share  sale  shall  be conditional on the seller  of  the  shares
deciding  on  the  sale  of shares and on the  share  sale  being
implemented at the Helsinki Stock Exchange in compliance with its
rules.

It is the purpose of Technopolis to collect approximately EUR 19-
20 million with the share issue. According to the estimate of the
company's management, the assets to be acquired in the share
issue will ensure sufficient equity financing for the investments
of the company for over one year. The long-term target of the
company is that the equity ratio of the Company remains at a
minimum of 35 percent. At the end of year 2004, the equity ratio
was and 37.7 percent and on 31 March 2005, 37.0 percent.

The company is preparing new projects in downtown Oulu, in the
Kontinkangas area near downtown Oulu, near Helsinki-Vantaa
airport as well as planning and preparing projects at the
Suurpelto area in Espoo and the Ruoholahti area in Helsinki. The
final implementation of the projects will take place taking into
account the market situation and the financial profitability of
the group and its investment projects. Launching the investment
projects will require a sufficient pre-letting rate and
sufficiently long-term contracts with solvent customers. The
investment decisions and prepared investments regarding Oulu and
the Helsinki Metropolitan Area will require approximately EUR 32
million in capital in total.

With the planned share issue and increase in the share capital,
Technopolis is also preparing for possible company and real
estate acquisitions. These acquisitions require that they meet
the revenue requirements of company premises and, on the other
hand, suit the business concept of the company.

The shares of the company are listed on the Main List of the
Helsinki Stock Exchange with trading code TPS1V. Upon the
implementation of the share issue and sale, trading in the new
shares is estimated to start together with the existing shares on
the Main List of Helsinki Stock Exchange on 12 May 2005.

The Shares subscribed in the share issue shall entitle to a full
dividend for the financial period that started on 1 January 2005.

Shares in the retail issue may be subscribed at the OP Bank Group
member banks' offering securities services and OP Bank Group's
telephone service, tel. +358 100 0500 (in Finnish) as well as in
the Internet at www.op.fi/merkinta with the network service codes
of the OP Bank Group or the Solo codes of the network bank of
Nordea.

The Lead Manager of the share issue and sale is Opstock Ltd and
the Co-Lead Manager is ABG Sundal Collier Norge ASA, and both
will receive subscriptions for the institutional issue.

The Listing Particulars relating to the share issue and sale (in
Finnish) are available in the Internet at www.technopolis.fi and
at www.op.fi/merkinta starting on Monday 25 April 2005. The
English version of the Listing Particulars can be obtained at ABG
Sundal Collier and Opstock.

This Stock Exchange Bulletin is appended with the general terms
and conditions of the share issue as well as with the terms and
conditions of the institutional issue and sale and the retail
issue.

Oulu, April 22, 2005

TECHNOPOLIS PLC


Pertti Huuskonen
President and CEO

For further information, please contact:
Pertti Huuskonen, tel. +358 8 551 3213 or +358 400 680 816

Distribution:
Helsinki Stock Exchange
Main news media
www.technopolis.fi

Appendix: Terms of the Share Issue and Sale

GENERAL TERMS AND CONDITIONS OF THE SHARE ISSUE AND SALE

General description of the Share Issue and Sale

The Share Issue and Sale is divided into the Share Issue and the
Share Sale. In the Share Issue and Sale, a total maximum of
7,900,000 Shares are offered to Finnish and international
institutional investors ("Institutional Issue and Sale") and to
the public in Finland ("Retail Issue", Institutional Issue and
Sale and Retail Issue together "Share Issue and Sale"). The
Shares being offered in the Share Issue represent approximately
18.0 percent of the share capital of the Company and the votes
attached to the Shares before the Share Issue and approximately
15.3 percent after the Share Issue. The total amount of Shares
offered in the Share Issue and Sale represent approximately 26.4
and approximately 22.4 percent, respectively.

In connection to this transaction the Share Issue means the
marketing and offering period of the new Shares of the Company.
The actual Share Issue as defined in the Finnish Companies Act
will be carried out after the marketing and offering period of
the Share Issue and Sale when the Company shall decide on the
increase of share capital in connection with the Share Issue.
After the marketing and offering period the Lead Manager or the
Managers together carry out the share subscriptions on the basis
of subscriptions received in the Share Issue in accordance with
these terms on behalf of those who have made subscription tenders
in the Share Issue.

The Share Issue is primary with respect to the Share Sale.

Purpose of the Share Issue

The purpose of the Share Issue is to collect approximately EUR 19-
20 million equity. According to the estimate of the Company's
management, the assets to be acquired in the Share Issue will
ensure sufficient equity financing for the investments of the
Company for over one year. The long-term target of Technopolis is
that the equity ratio of the Company is at a minimum of 35
percent. At the end of 2004, the equity ratio was 37.7 percent
and on 31 March 2005 37.0 percent.

The Company is preparing and implementing new construction
projects in downtown Oulu and in the Kontinkangas area near
downtown and near Helsinki-Vantaa airport as well as planning
projects in the Suurpelto area, Espoo and in the Ruoholahti area,
Helsinki. The investment decisions and prepared investments
regarding Oulu and the Helsinki Metropolitan Area will require
approximately EUR 32 million in capital in total.

Share Issue

On 21 April 2004, the Board of Directors of the Company decided,
on the basis of the authorization granted by the Company's Annual
General Meeting of the Shareholders on 22 March 2005, to commence
the marketing of the Share Issue to investors. In the Share Issue
will, in derogation from the pre-emptive subscription right of
the shareholders, be offered a maximum of 5,400,000 new Shares
with a book-value equivalent of EUR 1.69 for subscription by
Finnish and international institutional investors and the public
in Finland. The total book-value equivalent of these Shares is
EUR 9,126,000. The Shares represent approximately 18.0 percent of
the number of Shares in the Company on the date of this Stock
Exchange Release. The pre-emptive subscription right of the
shareholders is derogated from in order to extend the shareholder
base of the Company, to finance investments and so to maintain
the solvency of the Group.

The Institutional Issue and Sale will be implemented in the form
of a so-called Book Building procedure, which is commonly used
when offering Shares to institutional investors and in which the
subscription and selling price of the share is decided on the
basis of the subscription and purchase tenders obtained from
institutional investors during the marketing of the Shares. The
subscription and selling price in the Retail Issue shall be the
same as in the Institutional Issue and Sale, however, at most the
upper limit of the Preliminary Price Range, i.e., EUR 3.80 per
Share.

Share Sale

The Seller makes a preliminary offer of at most 2,500,000 Shares
of the Company held by it to Finnish and international
institutional investors. The Shares offered in the Share Sale
represent approximately 8.4 percent of the shares of the Company
before the Share Issue and approximately 7.1 percent after the
Share Issue.

Decisions on the Share Issue and Sale

The Board of the Company will make the final decisions on the
implementation of the Share Issue, the number and subscription
price of the Shares being issued and the other terms following
the Book Building process directed at institutional investors,
approximately on 9 May 2005. In the same context, the Seller
shall decide on the implementation of the Share Sale and the
number of Shares offered. The completion of the Share Sale is
conditional so that the Share Sale will be executed only if it is
possible to execute it in the Helsinki Stock Exchange according
to its rules.

Other factors and practical measures relating to the Share Issue
will be decided by the Board of the Company.

Market Place

The Shares of the Company are listed on the Main List of the
Helsinki Stock Exchange with trading code TPS1V. The Company
shall apply for the listing of the new Shares on the Main List of
the Helsinki Stock Exchange upon the completion of the Share
Issue. Trading in the Shares is estimated to commence on the Main
List of the Helsinki Stock Exchange on 12 May 2005.

Information

The documents referred to in chapter 4, section 7(1) of the
Finnish Companies Act are available at the registered office of
the Company in Oulu at Elektroniikkatie 8 as of 25 April 2005.


TERMS AND CONDITIONS OF THE INSTITUTIONAL ISSUE AND SALE

Shares offered in the Institutional Issue and Sale

A preliminary number of 6,700,000 Shares will be offered in the
Institutional Issue and Sale for subscription and purchase by
Finnish and international institutional investors. The number of
Shares may be increased or decreased depending on the demand for
the Share Issue and Sale by different investor groups.

Right to participate

In the Institutional Issue and Sale, the subscription tenders
have to comprise a minimum of 10,000 Shares. An institutional
investor shall mean an investor who has given a subscription
tender for a minimum of 10,000 Shares. Natural persons may not
give a subscription and purchase tender for the Shares in the
Institutional Issue and Sale, with the exception of natural
persons making a subscription tender through and by an asset
manager with the full powers-of-attorney referred to in Guideline
Diary number 11/268/98, number 201.7 section 5.2 of the Financial
Supervision Authority. Investors shall check any restrictions on
the subscription of shares imposed by the legislation of their
own country.

Subscription and selling period

The period during which subscription and purchase tenders may be
issued commences at 9:30 a.m. on 26 April 2005 and continue until
5:00 p.m. on 6 May 2005. In the event of over subscription, the
Company and the Seller have the right to interrupt the
Institutional Issue and Sale irrespective of the Retail Issue.
However, the Institutional Issue and Sale cannot be interrupted
before 5:00 p.m. on 2 May 2005. The Institutional Issue and Sale
will be interrupted simultaneously at all the places of
subscription.

Subscription and selling price

The Shares are offered for subscription and purchase at a
preliminary subscription and selling price of a minimum of EUR
3.60 and a maximum EUR 3.80 per Share, which is the Preliminary
Price Range of the subscription and selling price. The final
subscription and selling price of the Share for institutional
investors may also be higher or lower than the Preliminary Price
Range. The Company shall decide on the subscription and selling
price of the Share on the basis of tenders given by institutional
investors during the marketing period, approximately on 9 May
2005.

Subscription and sales places

Subscription tenders by institutional investors may be issued to
Opstock Ltd, Teollisuuskatu 1b, Helsinki, Finland and ABG Sundal
Collier Norge ASA, Munkedamsvn. 45 d, Oslo, Norway.

Payment for the Shares

Institutional investors shall pay their approved subscription and
purchase tenders in accordance with the instructions of the
Managers at the latest on a date confirmed by the Company,
estimated to be 9 May 2005.

The Managers have the right, corresponding to the duty of care of
a securities intermediary, where necessary, upon the making of a
subscription and purchase tender or before approving subscription
and purchase tenders to request the tenderer to give an account
of its possibilities to pay the Shares corresponding to the
tender or to require an amount corresponding to the tender to be
paid in advance.

Over and under subscription

The Company and the Seller shall, on the basis of a proposal by
the Managers, decide on the procedure in the event of any over
subscription. The subscription and purchase tenders may be
approved in full or in part or they may be rejected.

In the event of under subscription, the Company shall decide on
the allocation of the Shares not subscribed for. The Share Issue
is primary with respect to the Share Sale.

Approval of the subscription and purchase tenders and decisions
concerning the Share Issue and Sale

The Company shall decide on the subscription and selling price of
the Share on the basis of tenders given by institutional
investors during the Book Building period, approximately on 9 May
2005, after which the Company shall decide on the execution of
the Share Issue and the Managers shall subscribe for the shares
on behalf of investors who have given subscriptions tenders.
After the Company's decision on the subscription and selling
price of the Shares, the Seller shall decide on the execution of
the Share Sale.

The subscription and selling price of the Share and the approval
of the subscription and purchase tenders made shall be decided
after the pricing of the Share, approximately on 9 May 2005. A
confirmation notice will be submitted for subscription and
purchase tenders approved in the Institutional Issue and Sale or
the investors shall be informed thereof in another manner as soon
as practicable after the allocation of the Shares, approximately
at the latest on 9 May 2005. A subscription commitment or other
notice shall, irrespective of the notice and its receipt, be
binding on the issuer of the subscription commitment.

The Managers have the right to reject a subscription and purchase
tender in full or in part if it does not comply with these terms.

Registration of the Shares in book-entry accounts

The Shares approved and paid in the Institutional Issue and Sale
shall be registered in the investors' book-entry accounts
approximately on 11 May 2005.

Shareholder rights

The Shares subscribed and purchased in the Share Issue and Sale
shall entitle to a full dividend for the financial year that
started on 1 January 2005. The Shares shall entitle to other
rights in the Company after the registration of the raise of the
share capital. The Shares purchased shall entitle to other rights
in the Company after the Shares are registered in book-entry
accounts.

Asset transfer tax

No asset-transfer tax shall be charged for the share
subscription.

Applicable law

The Institutional Issue and Sale shall be governed by the laws of
Finland. Any disputes relating to the Institutional Issue and
Sale shall be settled by a competent court in Finland.


TERMS AND CONDITIONS OF THE RETAIL ISSUE

Shares to be offered in the Retail Issue

A preliminary maximum of 1,200,000 Shares shall be offered in the
Retail Issue. The number of Shares may be increased or decreased
depending on the demand for the Share Issue by different investor
groups.

Right to participate

In the Retail Issue the Shares are offered to be subscribed by
the public in Finland.

Minimum and maximum amounts of the subscription commitment

The minimum subscription commitment in the Retail Issue is 200
Shares and the maximum number is 8,000 Shares. The amount of the
subscription commitment has to be divisible by 100. Subscription
commitments given by the same investor in one or more places of
subscription shall be combined into one subscription commitment,
to which the above maximum amount will be applied.

Subscription period

The period for subscription tenders will start at 9:30 a.m. on 26
April 2005 and continue until 4:30 p.m. on 6 May 2005. In the
event of over subscription, the Company has the right to
interrupt the Retail Issue irrespective of the Institutional
Issue and Sale. However, the Retail Issue may not be interrupted
before 4:30 p.m. on 2 May 2005 or thereafter in the middle of a
banking day, i.e., between 9:30 a.m. - 4:30 p.m. The Retail Issue
shall be interrupted at all the subscription places and in all
the subscription channels simultaneously.

Subscription price

Shares are offered for subscription so that the Preliminary Price
Range of the Shares is at least EUR 3.60 and at most EUR 3.80 per
Share. The subscription price of the Shares shall be decided
after the Book Building process directed at institutional
investors. The subscription price of the Shares in the Retail
Issue is the same as in the Institutional Issue and Sale,
however, not more than the upper limit of the Preliminary Price
Range. The final subscription price of the Shares in the Retail
Issue shall be announced approximately on 9 May 2005.

Subscription places

Subscription commitments can be made in the following places:
OP Bank Group member banks' offering securities services during
their opening hours.

OP Bank Group's telephone service tel. +358 100 0500 (in
Finnish). The customers making a subscription commitment through
the telephone service have to have a personal network service
agreement of the OP Bank Group and the necessary network service
codes.

Through the OP Bank Group Internet service (e-bank) at
www.op.fi/merkinta. Those making a subscription commitment
through the Internet have to have network service codes of the OP
Bank Group or Solo codes of the network bank of Nordea. An
investor making a subscription commitment has to check his own
daily limit from the bank where his account is. If the payment
exceeds the daily limit, no Internet subscription can be made.
The subscription commitment payment has to be made from an
account in the name of the person making the subscription
commitment.

When making a subscription commitment, any further instructions
issued by the place of subscription have to be taken into
account.

Payment for the Shares

The Shares shall be paid when making the subscription commitment
by paying the subscription commitment payment. The subscription
commitment payment is EUR 3.80 per Share, i.e., the highest
possible subscription price of the Shares in the Retail Issue.

When the subscription commitment is made in the OP Bank Group
member banks' branches offering securities services, the payment
is debited directly from an account of the investor in the OP
Bank Group or the investor makes the payment in cash. When making
a subscription commitment through the telephone service of the OP
Bank Group, the corresponding account debit will take place
against an account in the OP Bank Group. When making a
subscription commitment through the Internet, the payment is made
either through the network service of the OP Bank Group or the
network bank of Nordea by using the necessary network service
codes.

The Managers have the right to reject the subscription commitment
in part or in full unless it has been paid in accordance with
these terms or the further instructions issued by the place of
subscription.

Refund of the subscription commitment payment

If the final subscription price of the Shares in the Retail Issue
decided in the pricing is lower than the subscription commitment
payment or if the subscription commitment is rejected or if it is
not accepted in full, the subscription commitment payment or the
respective part thereof shall be refunded to the party who has
given the subscription commitment in his bank account in Finland
on approximately 12 May 2005. No interest shall be payable on the
amount to be refunded.

Over and under subscription

The Company shall decide on the procedure in the event of any
over subscription on the basis of a proposal by the Managers. The
subscription tenders may be approved in full or in part or they
may be rejected. The shareholders of the Company who have made a
subscription in the Retail Issue and who have been registered on
22 April in the Shareholder Register of the Company maintained by
the Finnish Central Securities Depository Ltd. have been reserved
a portion of 50 percent of the number of Shares in the Retail
Issue. However, a shareholder shall at most obtain the number of
Shares corresponding to his subscription commitment. The
allocation of the Shares shall be carried out in proportion to
the subscription tenders in the Retail Issue given by the
shareholders and investors.

In the event of under subscription, the Company shall decide on
the allocation of the Shares not subscribed for.

The approval of the subscription commitments and notice of
confirmation

The Company shall decide on the approval of the subscription
commitments after which Lead Manager shall subscribe the Shares
on behalf of those who have made subscription tenders in the
Retail Issue. A confirmation notice will be submitted for
subscription commitments approved after the end of the Retail
Issue, approximately on 13 May 2005. The subscription commitment
shall be binding on the maker of the subscription irrespective of
the notice of confirmation or its receipt.

Registration of the Shares in book-entry accounts

The Shares approved and paid in the Retail Issue shall be
registered in the book-entry accounts approximately on 11 May
2005.

Shareholder rights

The Shares subscribed in the Share Issue shall entitle to a full
dividend for the financial period that started on 1 January 2005.
The Shares shall entitle to other rights in the Company after the
registration of the raise of the share capital.

Asset transfer tax

No asset-transfer tax shall be charged for the share
subscription.

Applicable law

The Retail Issue shall be governed by the laws of Finland.
Disputes relating to the Retail Issue shall be decided by a
competent court in Finland, which, in certain cases, is also
determined on the basis of the place of residence of a consumer
to the extent it involves a dispute between a consumer and an
entrepreneur.


THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION IN OR INTO THE UNITED STATES. THIS DOCUMENT DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES
OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, 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 AND APPLICABLE STATE LAWS. 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 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 OF REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH JURISDICTION.