Incap Corporation Stock Exchange Release 26 October 2020 at 4.30 p.m. EET.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDI-RECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SIN-GAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Board of Directors of Incap Corporation has resolved on a rights issue and publishes its terms and conditions
The Extraordinary General Meeting of Incap Corporation (the ”Company”) held on 23 October 2020 authorised the Board of Directors of the Company to resolve on a rights issue in accordance with the shareholders’ pre-emptive subscription right. Pursuant to the abovementioned authorisation, the Board of Directors of the Company has today resolved to issue a maximum of 1,455,056 new shares in the Company (the “Offer Shares”) in accordance with the shareholders’ pre-emptive subscription right (the “Offering”).
The Offering in Brief
- The Company aims to raise through the Offering gross proceeds of approximately EUR 10.9 million by offering a maximum of 1,455,056 Offer Shares for subscription.
- The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their holding of existing shares (the “Existing Shares”).
- A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of 28 October 2020 of the Offering (the “Record Date”) or, in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right as a book-entry for every three (3) Existing Shares owned on the Record Date (the “Subscription Right”).
- The subscription price is EUR 7.50 per Offer Share (the “Subscription Price”).
- The subscription period will commence on 2 November 2020 at 10:00 and expire on 16 November 2020 at 16:30 Finnish time (the “Subscription Period”).
- The Subscription Rights are subject to trading on Nasdaq Helsinki Ltd between 2 November 2020 at 10:o0 and 10 November 2020 at 18:30 Finnish time.
- The Offer Shares will carry the right to receive full dividends and other distribution of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register and in the shareholders’ register of the Company, on or about 20 November 2020.
- The Company will publish the prospectus approved by the Finnish Financial Supervisory Authority (the “Prospectus”) on or about 27 October 2020.
- The Company’s shareholders Oy Etra Invest Ab, Joensuun Kauppa ja Kone Oy, K22 Finance Oy, Kari Kakkonen and the Company’s board member Carl-Gustaf von Troil have irrevocably undertaken to subscribe for Offer Shares with a total minimum of EUR 3.8 million. These commitments correspond to approximately 34.7% of the Offer Shares. Pursuant to submitted subscription commitments, Oy Etra Invest Ab and Joensuun Kauppa ja Kone Oy will both individually subscribe for over 5.0 percent of the Offer Shares. The commitments have been given under customary terms, including that no party giving a commitment has an obligation to subscribe for Offer Shares in such a way that the subscriber’s holding in the Company would increase to 30.0% of the votes in the Company.
- UB Securities Ltd is the lead manager of the Offering.
Background of the Offering and Use of Proceeds
The purpose of the Offering is, in accordance with the strategy of the Company, to provide prerequisities for growth and the development of the business of the Company. The aim is to strenghten the Company’s capital structure, balance sheet and financial position.
The proceeds to be raised in the Offering may be used to repay the Company’s loans, for possible future acquisitions and general corporate purposes. The proceeds will be used primarily to amortize the Company’s loan of EUR 13 million by an amount to be later decided by the Board of Directors, and after that, for possible future acquisitions and general corporate purposes.
Terms and Conditions of the Offering in Brief
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland on the record date of 28 October 2020 of the Offering or, in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable Subscription Right for every three (3) Existing Shares owned on the Record Date.
If the shareholder does not own at least three (3) Existing Shares on the Record Date, the shareholder will not receive any Subscription Rights. If the amount of Existing Shares held by the shareholder on the Record Date of the Offering is not divisible by three, the amount of Existing Shares entitling to Subscription Rights will be rounded downwards to the nearest number divisible by three.
The Subscription Rights will be registered on the shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland on 29 October 2020.
The Offer Shares to be issued in the Offering represent approximately 33 percent of all of the shares and votes in the Company before the Offering and approximately 25 percent of all of the shares and votes in the Company after the Offering, assuming the Offering is completed in full. As a result of the Offering, the total number of shares in the Company may increase from the current 4,365,168 shares to a maximum of 5,820,224 shares.
The subscription price is EUR 7.50 per Offer Share. The subscription price includes a customary discount as compared to the closing price of the Company’s share in Nasdaq Helsinki Ltd on the trading day immediately preceding the decision on the Offering. The Subscription Price will be credited in its entirety into the invested unrestricted equity fund.
In the event not all the Offer Shares have been subscribed for by virtue of the primary subscription, Company shareholders and other investors are (without a right to participate in the primary subscription) entitled to subscribe for Offer Shares not subscribed for by virtue of the primary subscription.
The Subscription Period will commence on 2 November 2020 at 10:00 and expire on 16 November 2020 at 16:30 (Finnish time). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period. The pre-emptive subscription right must be exercised during the Subscription Period. The Company’s Board of Directors is entitled to extend the Subscription Period. The Company will announce a possible extension to the Subscription Period by a stock exchange release on 16 November 2020, at the latest.
The Offer Shares will carry the right to receive full dividends and other distribution of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register and in the shareholders’ register of the Company, on or about 20 November 2020.
Any unexercised Subscription Rights will expire without any compensation at the end of the Subscription Period on 16 November 2020 at 16:30 Finnish time.
Incap intends to submit an application to list the Offer Shares on the Helsinki Stock Exchange. Trading with interim shares corresponding to the Offer Shares and subscribed on the basis of the Subscription Rights is expected to commence on 17 November 2020 on the Helsinki Stock Exchange. The interim shares will be combined with the Existing Shares on or about 20 November 2020, and trading with the Offer Shares as a same class with the Existing Shares will begin on the following banking day, as estimated.
The Board of Directors of the Company will decide on the approval of the subscriptions on or about 18 November 2020. The Company will publish the final results of the Offering and the total number of the subscribed Offer Shares in a stock exchange release on or about 19 November 2020.
The Company’s shareholders Oy Etra Invest Ab, Joensuun Kauppa ja Kone Oy, K22 Finance Oy, Kari Kakkonen and the Company’s board member Carl-Gustaf von Troil have irrevocably undertaken to subscribe for Offer Shares with a total minimum of EUR 3.8 million. The commitments correspond to approximately 34.7% of the Offer Shares. The commitments have been given under customary terms, including that no party giving a commitment has an obligation to subscribe for Offer Shares in such a way that the subscriber’s holding in the Company would increase to 30.0% of the votes in the Company.
Important Dates related to the Offering
|Last day of trading with Subscription Rights||26 October 2020|
|First day of trading without Subscription Rights||27 October 2020|
|Record Date of the Offering||28 October 2020|
|Subscription Rights will be recorded on book accounts||29 October 2020|
|Subscription Period commences||2 November 2020 at 10:00|
|Trading with the Subscription Rights commences on the Helsinki Stock Exchange||2 November 2020 at 10:00|
|Trading with the Subscription Rights ends on the Helsinki Stock Exchange||10 November 2020 at 18:30|
|Subscription Period expires||16 November 2020 at 16:30.|
|This is the last possible day on which the Offer Shares may be subscribed on the basis of Subscription Rights. Account operators and asset managers may impose a deadline for subscription orders that is earlier than the expiry of the Subscription Period.|
Trading with Interim Shares corresponding to the Offer Shares commences on the Helsinki Stock Exchange
|On or about 17 November 2020|
|Offer Shares will be registered with the Trade Register and the Interim Shares will be combined with the Existing Shares||On or about 20 November 2020|
|Trading with the Offer Shares as a same class of shares as the Company’s Existing Shares commences on the Helsinki Stock Exchange||On or about 23 November 2020|
The Company has submitted the Prospectus concerning the Offering to the Finnish Financial Supervisory Authority for approval. The Prospectus will be approved on or about 27 October 2020. The Prospectus will be available on the Company’s website at www.incapcorp.com/merkintaetuoikeusanti and at its registered office at the address Bulevardi 21, 00180 Helsinki on or about 27 October 2020. The Prospectus will also be available on the lead manager’s website at http://www.unitedbankers.fi/fi/annit/incap on or about 27 October 2020.
The full text of the terms and conditions of the Offering is attached to this release.
UB Securities Ltd acts as the lead manager for the Offering. Castrén & Snellman Attorneys Ltd acts as the legal adviser of the Company in the Offering.
Board of Directors
For additional information, please contact (in English):
Otto Pukk, President and CEO, tel. +372 508 0798
Nasdaq Helsinki Ltd
INCAP IN BRIEF
Incap Corporation is a trusted partner and full-service provider in Electronics Manufacturing Services. As a global EMS company Incap supports customers ranging from large multinationals and mid-sized companies to small start-ups in their complete manufacturing value chain. Incap offers state-of-the-art technology backed up by an entrepreneurial culture and highly qualified personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 1,300 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hongkong, South Africa, Singapore, Japan or New Zealand. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, other than Finland, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“).
This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Lead Manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.
This release includes “forward-looking statements”. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.