• TOP
  • FROM THE CEO
  • INCAP’S STRENGTHS
  • Rights issue in brief
  • OPTIONS IN RIGHTS OFFERING
  • IMPORTANT DATES
  • MATERIALS
  • RELEASES

Incap Corporation’s rights issue 2020

From 2 November 2020 to 16 November 2020

Incap has implemented a rights issue for its shareholders, the purpose of which is to create conditions for growth and business development in line with Incap’s strategy.

Incap warmly thanks all those who participated in the issue. The company announced the final result of the issue and the total number of offer shares subscribed in a stock exchange release on 19 November, 2020.

FROM THE CEO

In the past few years, Incap has grown quickly and profitably. The growth of our company is supported by the increased utilisation of electronics and by global outsourcing trends. Our unique entrepreneurial culture and effective operations are the basis of our good profitability.

Our growth history is strong and we have continued our growth also in 2020 on the basis of the strategically significant acquisition of AWS Electronics Group finalized in January this year. The acquisition gave us a strong foothold in certain markets, particularly those of Great Britain and Central Europe, and strengthened our position in the US and Southeast Asian markets.

Our sector is highly fragmented, and we see no shortage of opportunity for growth and consolidation there in the future, as well. We want to be an active player in the sector, accelerate its consolidation and make use of its growth potential while maintaining our cost-effectiveness and long-term profitability.

With the rights issue, we are seeking more power to implement consolidation and international growth.

 

OTTO PUKK
CEO

Let's make Incap together a more significant player in our field.

Otto Pukk

INCAP’S STRENGTHS

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GROWING INDUSTRY

The growth in electronics manufacturing services (EMS) is driven by the growing use of electronics supported by megatrends such as digitalization and the transition to Industry 4.0 and 5G technologies. The EMS industry is highly fragmented and offers potential for consolidation.
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STRONG FINANCIAL TRACK RECORD

Incap has a strong track record of revenue growth and its profitability is supported with cost management and an efficient operational model. Incap’s solid financial position supports its growth strategy.
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FLEXIBLE AND SCALABLE OPERATIONAL MODEL

Incap has the competence and flexibility to support clients of most industries or multiple sizes with inter-changeable production lines and competence to handle complex electronics. Incap’s scalable operational model enables organic growth and acquisitions without a corresponding increase in costs.
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BROAD CUSTOMER OFFERING

Incap creates value and builds long-term customer relationships by offering high-quality electronics manufacturing services as a strategic partner and a full-service provider. Incap’s broad offering ranges from design, prototyping and manufacturing to sourcing and logistics.
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STRONG ENTREPRENEURIAL AND CUSTOMER DRIVEN CULTURE

Incap operates in a decentralized way driven by customers and their needs. The strong entrepreneurial drive translates into faster decision making, responsibility and shortens the time-to-market for the customers. This adds true value to Incap’s customers, employees and investors.
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SKILLED AND EMPOWERED PERSONNEL

Decentralized decision-making enables Incap’s employees to take personal responsibility and gives them room to thrive. This motivates Incap’s highly professional personnel, improves work satisfaction and reduces personnel turnover. Incap provides its employees equal opportunities and possibilities for further development.

Rights issue in brief

Incap’s sector is still very fragmented, and there is plenty of opportunities for consolidation. Incap wants to accelerate the consolidation in its sector and make use of its growth potential. As part of its growth strategy, the company is actively screening acquisition opportunities.

Purpose of the rights issue and use of proceeds

The purpose of the rights issue is to create conditions for growth and business development in line with the company’s strategy. The target is to strengthen the company’s capital structure, balance sheet and financial position.

The proceeds to be raised in the rights issue 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.

The company aims to raise gross proceeds of approximately EUR 10.9 million through the rights issue by offering a maximum of 1,455,056 shares in the company for subscription in accordance with shareholder’s pre-emptive subscription right. The company will raise net proceeds of approximately EUR 10.5 million through the rights issue, assuming that it will be completed in full.

Subscription Right

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 as a book-entry for every three (3) existing shares owned on the record date.

A shareholder, or a person or an entity to whom such subscription rights have been transferred, is entitled to subscribe for one (1) offer share for one (1) subscription right (the ‘Primary Subscription’). No fractions of offer shares will be allotted, i.e. exactly one (1) subscription right is needed to subscribe for one (1) offer share.

In the event that 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 ‘Secondary Subscription’).

Subscription price

The subscription price is EUR 7.50 per offer share.

Subscription period

The subscription period will commence on 2 November 2020 at 10:00 and expire on 16 November 2020 at 16:30 (Finnish time).

Trading in subscription rights

Holders of subscription rights may trade their subscription rights on the Helsinki Stock Exchange from 10:00 Finnish time on 2 November 2020 to 18:30 Finnish time on 10 November 2020. Investors may sell or purchase subscription rights by giving sell or purchase instructions to their book-entry account operator or to any securities broker.

Subscription undertakings

The company’s shareholders Oy Etra Invest Ab, Joensuun Kauppa ja Kone Oy, K22 Finance Oy, Kari Kakkonen and company Board Member Carl-Gustaf von Troil have irrevocably undertaken to subscribe for offer shares to be issued in the offering with a total minimum of EUR 3.8 million. These undertakings correspond to approximately 34.7% of the offer shares.

Please read carefully the Finnish-language prospectus for the rights issue, approved by the Finnish Financial Supervisory Authority and available on this website and on the website of UB Securities Oy, the lead manager of the rights issue from http://www.unitedbankers.fi/fi/annit/incap as of 27 October 2020.

OPTIONS IN RIGHTS OFFERING

OPTIONS IN RIGHTS OFFERING

  1. You may use all of your subscription rights to subscribe offer shares.
  2. You may purchase more subscription rights on the stock exchange or sell some or all of your rights.
  3. If you are not yet a shareholder in Incap, you can purchase subscription rights on the stock exchange and subscribe for shares with them.
  4. You can also make a secondary subscription without subscription rights during the subscription period. After the secondary subscription, the unsubscribed offer shares may be allocated in a manner decided by the company’s Board of Directors.

Note! In order not to lose the value of the subscription right, you must either:

  • Subscribe for the offer shares with subscription rights no later than 16 November 2020 at 16:30 in accordance with the instructions given by your book-entry account operator, custodian or nominee; or
  • Sell unexercised subscription rights no later than 10 November 2020 at 18:30.

Any unexercised subscription rights will expire at the end of the subscription period and they will be removed from your book-entry account without notification.

IMPORTANT DATES

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26 October 2020
Last day of trading shares with subscription rights.

27 October 2020
First day of trading without subscription rights

28 October 2020
Record date of the rights issue.

29 October 2020
The subscription rights will be registered on the shareholders’ book-entry accounts.

2 November 2020 at 10:00 Finnish time
Trading with subscription rights begins on the Helsinki Stock Exchange.

10 November October 2020 at 18:30 Finnish time
Trading with subscription rights ends on the Helsinki Stock Exchange.

16 November 2020 at 16:30 Finnish time
Subscription period ends

Note!
This is the last day of subsricbing shares based on subscription rights. Account operators and custodians may require a subscription order on a given day already before the last day of trading with subscription rights.

17 November 2020, as estimated
The interim shares will become subject to trading on Helsinki Stock Exchange.

20 November as estimated
The offer shares will be registred with the Trade Register and the interim shares will be combined with the company’s existing shares.

23 November 2020, as estimated
Trading with the offer shares as a same class with existing shares begins on Helsinki Stock Exchange.

Inderes interview with Otto Pukk

Incap’s rights issue of 10.9 MEUR rights has started. In an interview with Inderes analyst Joonas Korkiakoski, CEO Otto Pukk talks about the rights issue and company’s plans.