Notice to the Extraordinary General Meeting of Tecnotree Corporation and contemplated 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
4 May 2012 at 8.30 am
The Board of Directors of Tecnotree Corporation has decided to convene an Extraordinary General Meeting on Monday, 28 May 2012 at 10 am in hotel Scandic Simonkenttä, Simonkatu 9, Helsinki. The Extraordinary General Meeting is convened to decide on authorising the Board of Directors to undertake a rights offering.
The number of new shares issued based on the authorisation may not exceed 40,000,000 shares, which equals to approximately 54.3 per cent of the shares and voting rights of the company on the date of this release. The rights offering is expected to amount to approximately EUR 6 million. Tecnotree is undertaking the offering to finance working capital of larger delivery projects than before and to strengthen its balance sheet.
Based on initial plan of the Board of Directors and subject to market conditions the rights offering will be executed by the end of June 2012. The company has also negotiated a new revolving credit facility of 5 million euros which the company will obtain if it receives at least 5 million euros with the planned rights offering.
Tecnotree has appointed Summa Capital Oy as arranger for the planned rights offering.
The invitation to the Extraordinary General Meeting in its entirety is appended to this release.
In Espoo, 4 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The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.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.
APPENDIX: NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF TECNOTREE CORPORATION
Notice is given to the shareholders of Tecnotree Corporation to the Extraordinary General Meeting to be held on Monday, 28 May 2012 at 10 am in hotel Scandic Simonkenttä, Simonkatu 9, Helsinki. The reception of persons who have registered for the meeting will commence at 9 am.
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors of Tecnotree Corporation proposes to the Extraordinary General Meeting that the Extraordinary General Meeting authorise the Board of Directors to decide on a share offering in which the shareholders shall have a pre-emptive right to subscribe for new shares in proportion to their current shareholding in the company. The reason for the share offering is to strengthen the balance sheet of Tecnotree Corporation and its liquidity. The rights offering is expected to amount to approximately EUR 6 million.
The number of new shares issued based on the authorisation may not exceed 40,000,000 shares which equals to approximately 54.3 per cent of the shares and voting rights of the company on the date of this notice. The authorisation includes a right to decide on the secondary offering of the remaining shares, if any, as determined by the Board of Directors. The Board of Directors is authorised to decide upon other terms and conditions of the share offering.
The authorisation is proposed to be in force until 28 March 2013. The Board of Directors proposes that this authorisation will not replace the authorisation of 28 March 2012 granted by the Annual General Meeting to the Board of Directors to decide on a share offering.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, including in their entirety the above proposal of the Board of Directors on the agenda of the Extraordinary General Meeting, as well as other documents required by the Finnish Companies Act will be available on Tecnotree Corporation’s website at www.tecnotree.com from 7 May 2012. The proposal of the Board of Directors and the other documents required by the Finnish Companies Act will also be available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 15 May 2012 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
Shareholders registered in the shareholders’ register, who want to participate in the Extraordinary General Meeting, shall register for the meeting no later than 23 May 2012 at 2 p.m., by which time the prior notice of participation shall be received by the Company. Such notice can be given:
a) on the Company’s website www.tecnotree.com;
b) by telephone +358 9 8047 8237 from Monday till Friday at 8 a.m. - 6 p.m.
c) by telefax + 358 9 8047 8212; or
d) by regular mail to Tecnotree Corporation, EGM, P.O. Box 93, FI-02271 Espoo, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the Extraordinary General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on 15 May 2012, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been notified for temporary entry into the shareholders’ register held by Euroclear Finland Ltd. at the latest by 23 May 2012 at 10 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the notification for temporary entry into the shareholders’ register of the Company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank has to notify a holder of nominee registered shares, who wants to participate in the general meeting, for temporary entry into the shareholders’ register of the Company at the latest by the time stated above.
Further information on these matters can also be found on the Company’s website www.tecnotree.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to Tecnotree Corporation, the Extraordinary General Meeting, PO Box 93, FI-02271 Espoo, Finland before the last date for registration 23 May 2012 by 2 p.m.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice to the Extraordinary General Meeting, 4 May 2012, the total number of shares in Tecnotree Corporation is 73,630,977 shares and the total number of votes is 73,630,977 votes.
In Espoo, 4 May 2012
The Board of Directors