TECHOPOLIS PLC STOCK EXCHANGE RELEASE 19 May 2010 at 9:00 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
TECHNOPOLIS PLC'S DIRECTED SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION
PRICE RESOLVED AND SHARES SUBSCRIBED
Technopolis Plc's (the “Company”) Board of Directors has in its meeting
yesterday on 18 May 2010 resolved, by virtue of the authorization of the Annual
General Meeting of 26 March 2009, to issue 5,700,000 new shares in deviation
from the shareholders' pre-emptive subscription rights to Finnish and
international institutional investors.
There are weighty financial reasons for the share issue since the purpose of
the issue is to strengthen the Company's capital structure, finance decided
growth projects and support the Company's growth.
The shares were offered to Finnish and international institutional investors
by way of a book-building process between 17 May 2010 and 18 May 2010. The
book-building process was discontinued due to over demand on 18 May 2010 at
The Company's Board of Directors has yesterday on 18 May 2010 resolved to
approve the subscriptions made by the institutional investors. All 5,700,000
shares offered were subscribed for in the share issue, which accounts for
approximately 9.9 per cent of all the Company's shares and voting rights
immediately prior to the share issue. The subscription price was set to EUR
3.40 per share. The terms and conditions of the share issue are enclosed in
this stock exchange release.
As a result of the share issue, the number of the Company's shares shall
increase to 63,045,341 shares while the share capital remains unchanged at EUR
The new shares will entitle their holders to shareholder rights, including the
right to receive full dividends declared by the Company, if any, after the
shares have been registered with the Trade Register and recorded in the
Company's shareholders' register on or about 21 May 2010. Trading in the new
shares together with the other shares in the Company will commence on the
Official List of NASDAQ OMX Helsinki Ltd on or about 24 May 2010.
Oulu 19 May 2010
Board of Directors
For further information, please contact:
CEO Keith Silverang, phone + 358 40 566 7785
NASDAQ OMX Helsinki Ltd
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 IN-TEND TO
REGISTER ANY PORTION OF SUCH OFFERING IN THE UNITED STATES OR TO CONDUCT A
PUBLIC OFFERING OF SHARES IN THE UNITED STATES.
APPENDIX: TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Technopolis Plc (the “Company”) has on 18 May 2010,
pursuant to the authorization granted to the Board of Directors of the Company
by the Annual General Meeting of shareholders of the Company on 26 March 2009,
resolved to issue a maximum of 5,700,000 new shares (the “Shares”) by a
directed share issue on the following terms and subject to the following
1. Share subscription
A maximum of 5,700,000 Shares shall be issued. The Shares are new.
The Shares were offered to Finnish and international institutional investors
in an accelerated book-built offering in deviation from the shareholders'
pre-emptive rights. Based on the book-building the Company's Board of Directors
together with its advisors has determined the group of investors that will be
offered Shares for subscription. All the Shares will be offered to be
subscribed for by institutional investors. The minimum subscription is EUR
2. Subscription price and its entry into balance sheet
The subscription price is EUR 3.40 per Share (“Subscription Price”). The
Subscription Price is based on the price determined in the book-building
procedure, which shall be considered the fair value of the Shares. The
Subscription Price shall be recorded by the Company into the invested
unrestricted equity fund.
3. Subscription period and place of subscription
The subscription period commences on 18 May 2010 and ends on 19 May 2010. The
share subscription shall take place at the headquarters of the manager of the
share issue, Evli Bank Plc at Aleksanterinkatu 19 A, Helsinki or at any other
location determined by the Board of Directors of the Company. The subscription
shall be performed by delivering the subscription list to the Company's Board
of Directors. The Board of Directors of the Company has a right to extend or
discontinue the subscription period.
4. Terms of payment
The Subscription Price shall be paid between 18 May 2010 and 21 May 2010 to the
bank account as designated by the Company. The Board of Directors of the
Company may extend the payment period of the Shares.
5. Right to dividend and other rights
The Shares are entitled to dividend and carry all other shareholder rights from
their registration with the Finnish Trade Register and their recording in the
Company's shareholders' register.
The Shares will be issued in book-entry form in the Finnish book-entry
securities system operated by Euroclear Finland Ltd.
6. Reasons for deviating from the pre-emptive subscription rights of the
The pre-emptive subscription rights of the shareholders are deviated from since
the purpose of the share issue is to strengthen the Company's capital
structure, finance decided growth projects and support the Company's growth. In
addition, a directed share issue is justified taking into account the lower
costs and faster execution as compared to a rights issue. 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 Board of Directors decides on required actions in potential over
and under subscription situations.
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 thus far made. A confirmation will be sent to the subscribers
with respect of the subscriptions approved after the approval of the
8. Other issues
The Board of Directors of the Company will decide on other matters related to
the share issue and practical arrangements resulting therefrom.
The Shares are governed by, and shall be construed in accordance with, Finnish