The Financial Supervisory Authority has approved the prospectus for the listing of the new shares issued in conjunction with Incap Corporation's directed share issue and loan conversion
Incap Corporation Stock Exchange Release 16 October 2013 at 6 p.m.
THE FINANCIAL SUPERVISORY AUTHORITY HAS APPROVED THE PROSPECTUS FOR THE LISTING OF THE NEW SHARES ISSUED IN CONJUNCTION WITH INCAP CORPORATION'S DIRECTED SHARE ISSUE AND LOAN CONVERSION
The Financial Supervisory Authority has today, on 16 October 2013, approved Incap Corporation's ("Incap" or "the Company") registration document that has been prepared in accordance with the Securities Markets Act and contains information on Incap and its business operations and financial position. The registration document is valid for 12 months from its date of approval.
In addition, the Financial Supervisory Authority has today, on 16 October 2013, approved the securities note and summary (which constitute "the Prospectus" together with the registration document) related to the financing arrangement announced by the Company on 22 July 2013, which included a directed share issue ("the Share Issue") to raise additional capital and convert loans issued by the Company into new shares in the Company. A total of 64,137,000 new shares were issued in the Share Issue and the related loan conversion. In addition, convertible loan notes issued in 2012 were converted into shares in the Company. A total of 22,430,769 new shares were subscribed for in conjunction with the loan conversion.
Incap's Prospectus has been prepared for the sole purpose of listing 86,567,769 new shares in the Company for public trading on NASDAQ OMX Helsinki. The Company has submitted the related application, and trading in the new shares is expected to begin on 18 October 2013.
The Finnish-language Prospectus approved by the Financial Supervisory Authority will be available on Incap's website at www.incap.fi/Sijoittajat/Osake from 17 October 2013.
On 16 October 2013 Incap will publish information that is included in the Prospectus, but has not been published before the publication of the Prospectus, in a separate stock exchange release. In this context, Incap will publish a working capital statement as well as unaudited pro forma information on the conditional business restructuring between Incap and Inission AB that has been prepared in accordance with IFRS and is included in the Prospectus.
President and CEO
Kirsti Parvi, CFO, tel. +358 50 517 4569 or +372 555 620 35
Hannele Pöllä, Director, Communications and Investor Relations, 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, India and China. The Group's revenue in 2012 amounted to EUR 64.1 million, and the company currently employs approximately 600 people. Incap's share is listed on the NASDAQ OMX Helsinki. Additional information: www.incap.fi.
The information in this stock exchange release is not intended to be published or distributed, directly or indirectly, in the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan. These written materials do not constitute an offer to sell securities in the United States, and securities must not be offered or sold in the United States unless they have been registered in accordance with the Securities Act of 1933 (including amendments) and provisions and regulations issued under the Act or unless the registration requirement has been waived. No part of the securities issue will be registered in the United States, and securities will not be offered to the public in the United States.
Certain states have special legal and legislative restrictions on the issue, use and sales of securities. The Company will not be responsible for any breaches of such restrictions.
This document must not be interpreted as an offer to sell or buy the securities mentioned in this document, and none of the securities will be sold in areas where it is illegal to offer, acquire or sell securities before their registration or before an exception has been made or approval has been issued in accordance with local securities legislation. Investors must not accept an offer on the securities or acquire any of the securities mentioned in this document unless their decision to do so is based on information included in a relevant prospectus published or distributed by the Company.
The Company has not issued an authorisation to offer securities to the public in any member state of the European Economic Area other than Finland. With the exception of Finland, no measures have been or will be taken to offer securities to the public in any member state of the European Economic Area that has adopted the Prospectus Directive (each "the Relevant Member State") in a manner that would necessitate the publication of a prospectus in a Relevant Member State. Consequently, securities can only be offered in Relevant Member States (a) to legal entities defined as "qualified investors" in the Prospectus Directive or (b) in any of the situations described in Article 3.2 of the Prospectus Directive. In this paragraph, the expression "offer securities to the public" refers to all forms of communication and the provision of sufficient information on the conditions of the offer and the securities for investors to be able to decide on the use, purchase or subscription of securities, covering all variations of the expression that ensue from the implementation measures carried out in a member state. The expression "the Prospectus Directive" refers to Directive 2003/71/EC (including amendments and the Amendment Directive of 2010 to the extent in which it has been implemented in a Relevant Member State) and includes all relevant implementation measures in Relevant Member States. Furthermore, the expression "the Amendment Directive of 2010" refers to Directive 2010/73/EU.
The information presented here is only intended for "relevant persons", meaning (i) persons outside Great Britain or (ii) "investment professionals", as described in Article 19.5 of the Financial Markets and Services Act 2000 (Financial Promotion) Order 2005 ("Order") and (iii) "high net worth companies", as described in Article 49.2 of the Order or other persons to whom the document can legally be communicated. All investment activities related to this document are only available to relevant persons and will only be carried out with relevant persons. Anyone who is not a relevant person must not act based on this document or trust its content.