TECHOPOLIS PLC STOCK EXCHANGE RELEASE 5.1.2007 at 8.00 a.m.
TECHNOPOLIS PLC SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION
PRICE DECIDED AND SHARES SUBSCRIBED
Technopolis Plc's (Company) Board of Directors has in its meeting
4 January 2007 resolved, by virtue of the authorization of the
Annual General Meeting of 24 March 2006, to increase the Company's
share capital by a maximum of EUR 1,162,652.40 by issuing a
maximum of 687,960 new shares through a share issue directed to
The purpose of the share issue is to finance the investments in
accordance with the Company’s investment plan, secure the
Company’s growth and maintain the Company’s liquidity.
The shares were offered to Finnish and international institutional
investors in deviation from the shareholders’ subscription right.
The share issue was implemented based upon a book building process
so that the institutional investors subscribed for the new shares
to be issued by the Company in accordance with the subscription
undertakings submitted by such institutional investors during the
book building between 3 January 2007 and 4 January 2007. The
shares were subscribed for approximately 3.5 fold compared to the
number of shares offered. The share subscription price was set to
EUR 7.70 per share. The terms and conditions of the share issue
are enclosed in this stock exchange release.
The Company’s Board of Directors has 4 January 2007 resolved to
approve the subscriptions made in the Company’s share issue by the
institutional investors. All 687,960 shares offered were
subscribed for in the share issue. Pursuant to the share issue,
the share capital of the Company will thus be increased by the
maximum amount of EUR 1,162,652.40.
The 687,960 shares offered in the share issue correspond to
approximately 1.7 per cent of the Company's share capital and
votes attached to the shares prior to implementing the share
Listing of the new shares on the Exchange List of the Helsinki
Stock Exchange is expected to commence on or about 9 January 2007.
Board of Directors
For further information, please contact:
Pertti Huuskonen, President and CEO, tel. +358 400 680 816 or
+358 8 551 3213
Helsinki Stock Exchange
Main news media
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF THE SHARES IN THE
UNITED STATES OR IN ANY OTHER JURISDICTION. THE SHARES MAY NOT BE
SOLD IN THE UNITED STATES WITHOUT REGISTRATION OR AN EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED. TECHNOPOLIS PLC DOES NOT INTEND TO REGISTER ANY PORTION
OF SUCH OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC
OFFERING OF SHARES IN THE UNITED STATES.
SHARE ISSUE OF TECHNOPOLIS PLC 2007
TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Technopolis Plc (the "Company") has in
its meeting of 4 January 2007 resolved by virtue of the
authorization granted by the Annual General Meeting of the Company
on 24 March 2006 that the Company shall issue a maximum of 687,960
shares by a directed share issue on the following terms and
1. SHARE SUBSCRIPTION
A maximum of 687,960 shares (the "Shares", each a "Share") shall
be issued. All the Shares are new and will be offered to be
subscribed for by the Finnish and international institutional
investors selected by the Board of Directors in deviation from the
pre-emptive subscription rights of the shareholders. A
subscription shall comprise of at least 5,000 Shares and the
Shares to be subscribed for shall be divisible by ten.
2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price ("Subscription price") of one Share is EUR
7.70 per Share. The Subscription price is based on the price
determined in the Book-building procedure.
EUR 1.69 of the Subscription price shall be recorded as an
increase in share capital and the remainder as an increase in
unrestricted invested equity fund.
3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
Subscription of the Shares commences on 4 January 2007 at 5.30
p.m. and ends on 5 January 2007 at 9 a.m. The share subscription
shall take place at the head office of Evli Bank Plc, the lead
manager of the offering, at Aleksanterinkatu 19 A, Helsinki or at
other location determined by the Board of Directors of the
Company. The subscription shall be performed by paying the
Subscription price in full on the bank account determined by the
Company. The Board of Directors of the Company has a right to
extend the subscription period.
4. TERMS OF PAYMENT
The Subscription price shall be paid during the above-mentioned
subscription period at the latest. The Board of Directors of the
Company may extend the payment period if necessary.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares entitle to dividend and other rights in the Company as
from the registration of the increase of share capital.
The Shares will be issued in the Finnish book-entry system.
6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS
OF THE SHAREHOLDERS
The pre-emptive subscription rights of the shareholders are
deviated from since the purposes of the share issue is to finance
the investments in accordance with the Company's investment plan,
secure the Company’s growth and maintain the Company’s liquidity.
There are thus weighty financial reasons from the Company’s
perspective for deviating from the pre-emptive subscription rights
of the shareholders as referred to in Chapter 9 Section 4 of the
Finnish Companies Act.
7. OVER AND UNDER SUBSCRIPTION
The Company's President and CEO may decide to discontinue the
reception of the subscription undertakings in a possible over
subscription situation. In an under subscription situation the
Board of Directors of the Company may decide who will be entitled
to subscribe for the Shares that have been unsubscribed for, and
the procedure to be applied in such subscription.
The Board of Directors of the Company shall decide on the approval
of the share subscriptions in accordance with these Terms and
Conditions. The Board of Directors may also during the
subscription period decide on the approval of the subscriptions
made that far. A confirmation will be sent to the subscribers with
respect to the subscriptions approved immediately after the
approval of the subscriptions.
8. OTHER ISSUES
The Board of Directors of the Company shall decide on other issues
related to the share issue and the practical arrangements