Board of Directors of Tecnotree has decided on a rights offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Stock Exchange Release
28 May 2012 at 1.00 pm EEST
Based on the authorisations granted by Tecnotree Corporation’s Extraordinary General Meeting of 28 May 2012 and the Annual General Meeting of 28 March 2012, the Board of Directors of Tecnotree has today, 28 May 2012, decided on a rights offering of approximately EUR 5,9 million (the “Offering”).
The Board of Directors of Tecnotree has resolved to issue a maximum of 48,997,451 new shares (the “Offer Shares”) in the Offering in such a manner that the shareholders of Tecnotree will have a pre-emptive right to subscribe for new shares in proportion to their current shareholding in Tecnotree.
The subscription price for the Offer Shares will be EUR 0.12 per Offer Share. The subscription period will begin on 5 June 2012 and expire at 5:00 p.m. (Finnish time) on 19 June 2012.
A holder of the existing shares of Tecnotree, who is registered in Tecnotree's shareholders' register maintained by Euroclear Finland on the record date of the Offering 31 May 2012 shall automatically receive two (2) freely transferable rights in the form of a book-entry entitling to subscribe for Offer Shares for each existing share of Tecnotree owned on the record date. Three (3) rights will entitle the holder of the rights to subscribe for one (1) Offer Share. No fractions of Offer Shares will be allotted. Trading in rights on NASDAQ OMX Helsinki Ltd commences on 5 June 2012 and ends on 12 June 2012. The rights are freely transferable.
Tecnotree will announce the final results of the Offering in a stock exchange release on or about 29 June 2012.
The full terms and conditions of the Offering are set out in the appendix to this release.
Assuming that all of the Offer Shares are subscribed for in the Offering, the net proceeds received by Tecnotree from the Offering will be approximately EUR 5.3 million. Tecnotree intends to use the full amount of net proceeds from the Offering to finance working capital of larger delivery projects than before and to strengthen its balance sheet.
Tecnotree has received subscription undertakings from certain of its current shareholders, based on which the said shareholders have agreed to subscribe for a total of 23.6 per cent of the Offer Shares. The providers of subscription undertaking include, inter alia, Lars Hammarén, the members of the Board of Directors and the Management Board of Tecnotree, the Orange Company (Smartum Oy) and the investment funds managed by Quorum Fund Management Company (Special Investment Fund Systematica and Garp Fund).
In Espoo, 28 May 2012
The Board of Directors
Kaj Hagros, President and CEO, tel. +358 40 849 1749
Tuomas Wegelius, CFO, tel. +358 400 433 228
NASDAQ OMX Helsinki Ltd.
Tecnotree is a global provider of a broad range of telecom IT solutions focused on charging, billing, customer care, messaging and content services. Tecnotree empowers communication service providers to create and monetize a broad marketplace of digital services, and augment value across the customer lifecycle. Acknowledged for agility and commitment, Tecnotree has more than 900 employees serving over 100 operators globally. Tecnotree is listed on the main list of NASDAQ OMX Helsinki Ltd. with the trading code TEM1V. For more information on Tecnotree visit www.tecnotree.com
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. This release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Tecnotree assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by Tecnotree.
Tecnotree has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”) no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Summa Capital Oy is acting for Tecnotree Corporation and no one else in connection with the proposed rights offering and will not regard any other person (whether or not a recipient of this release) as a client in relation to the proposed rights offering and will not be responsible to anyone other than Tecnotree Corporation for providing the protections afforded to their respective clients or for providing advice in relation to the proposed rights offering or any matters referred to in this release.
Summa Capital Oy accepts no responsibility whatsoever for the contents of this release, and makes no representation or warranty, express or implied, for the contents of this release, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Tecnotree Corporation or the ordinary shares or the proposed rights offering, and nothing in this release is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Summa Capital Oy accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this release or any such statement.