Stock Exchange Release 7 August 2013 at 1.30 pm
FINANCIAL SUPERVISORY AUTHORITY GRANTS INISSION AB AN EXEMPTION FROM THE OBLIGATION TO LAUNCH A BID
The Finnish Financial Supervisory Authority has in accordance with Chapter 11, Section 26 of the Finnish Securities Markets Act on 6 August 2013 granted Inission AB, along with FBM Consulting AB and Fredrik Berghel, which act in concert with Inission AB pursuant to Chapter 11, Sections 5 and 6 of the Finnish Securities Markets Act, an exemption from the obligation to launch a bid. The aforementioned parties would be subject to the obligation in the event of Inission AB exercising the option included in the comprehensive arrangement agreed between Inission AB and Incap Corporation to combine and unite Inission AB's business operations with Incap Corporation. In the event that the option is exercised, Incap Corporation will acquire Inission AB's subsidiaries' shares and business operations and pay the transaction price by directing a new share issue to Inission AB.
After registration of the new shares issued in Incap Corporation's directed share issue announced on 22 July 2013, Inission AB holds 26.1% of all shares and votes in Incap. In the event that Inission AB exercises the option to combine and unite business operations, it will hold a minimum of 51% and a maximum of 64% of all shares in Incap Corporation, thereby exceeding the legal limit for being under the obligation to launch a mandatory takeover bid. The exemption granted by the Finnish Financial Supervisory Authority applies to exceeding both the 30% and 50% thresholds for launching a mandatory bid.
The exemption is granted on the condition that Inission AB, FBM Consulting AB and Fredrik Berghel, or any parties acting in concert with them, will not, after exceeding the legal limit for launching a mandatory bid, and with the exception of exercising the option, acquire or subscribe more shares in Incap Corporation or otherwise increase their share of the total votes in Incap Corporation.
The exemption will only take effect if the arrangement is supported in Incap Corporation's General Meeting by shareholders independent of the arrangement that represent a minimum of two thirds of the total votes given. Incap Corporation has summoned its shareholders to an Extraordinary General Meeting to be held on 21 August 2013 to decide on the transaction to combine and unite Inission AB's business operations with Incap Corporation.
President and CEO
Sami Mykkänen, President and CEO, tel. +358 40 559 9047 or +372 555 379 05
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
The company's home page www.incap.fi
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 repair and 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 approximately EUR 64.1 million, and the company currently employs approximately 600 people. Incap's share has been listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information: www.incap.fi.
This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Incap Oyj via Thomson Reuters ONE