Incap Corporation's Annual General Meeting decided on a directed share issue
Stock Exchange Release, 14 April 2010 at 8.30 a.m.
INCAP CORPORATION'S ANNUAL GENERAL MEETING DECIDED ON A DIRECTED SHARE ISSUE
The Annual General Meeting of Incap Corporation held on 13 April 2010 decided that the share capital will be increased with a directed issue as proposed by the Board of Directors as follows:
Increase of share capital and the number of new shares
The company's share capital will be increased by issuing a maximum of 2,000,000 new shares. The number of new shares represents approximately 16.4% of the company's all shares prior to the share issue.
Right to subscribe new shares
The new shares will be issued, waiving the shareholders' pre-emptive rights, by offering subscription right to the Board of Directors, the President and CEO and the members of the management team as well as to those of existing shareholders who hold in the shareholder register at Euroclear Finland Ltd. at least 100,000 shares on 13 April 2010 when the subscription period starts.
The Board of Directors, the President and CEO and the members of the management team have altogether a right to subscribe for 300,000 new shares and they shall use the subscription right by 20 April 2010 at the latest, after which unused subscription rights can be used by the above-mentioned major shareholders.
The Board of Directors shall decide on the division of subscription rights to the members of the management team and the President and CEO.
Weighty economic reason
There is a weighty economic reason to deviate from the shareholders' pre-emptive subscription right, because the directed share issue is meant for:
- being a part of commitment system for the President and CEO and the management team
- strengthening the financing structure of the company with a quick and affordable arrangement
- financing the development of company's business operations
The subscription price to be paid to the company for each share is EUR 0.64, which is the volume-weighted average price of the company's share in March 2010 in the Helsinki Exchanges. Payable amount will be registered in full in the reserve of invested unrestricted equity.
The average share price in March 2010 in the Helsinki Exchanges is a market price, and therefore the subscription price does not offend the equality of shareholders.
Subscription period is 13-27 April 2010. However, the subscription period for the Board members, President and CEO and the management team ends on 20 April 2010.
Payment of the shares
The subscription price for each share shall be paid in full to the company on 30 April 2010 at the latest.
Registration of subscriptions
The company has authorised Nordea Bank Finland Plc to accept subscriptions in their banks and Nordea private Banking units during their normal opening hours.
Rights of the new shares
New shares are entitled to dividend as from the date of the registration of the share capital increase.
Other issues relating to the increase of share capital
The Board of Directors is authorised to decide on the division of subscription rights among the subscribers in case of eventual oversubscription of shares as well as on any other issues relating to the increase of share capital.
The company aims at entering the share capital increase to the trade register as soon as possible after the acceptance of the subscriptions. The application for taking the new shares into a public trading at the Helsinki Exchanges is estimated to be made by mid June at the latest, and the company is publishing a prospectus for this purpose.
President and CEO
Sami Mykkänen, President and CEO, Tel. +358 40 559 9047
Eeva Vaajoensuu, CFO, Tel. +358 40 763 6570
Hannele Pöllä, Director, Communications and HR, Tel. +358 40 504 8296
NASDAQ OMX Helsinki Ltd
INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and manufacture to maintenance services. Incap's customers include leading equipment suppliers in energy efficiency and well-being technologies, for which the company produces competitiveness as a strategic partner. Incap has operations in Finland, Estonia and India. The Group's revenue in 2009 amounted to EUR 70 million and the company currently employs approximately 780 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.