THE BOARD OF DIRECTORS OF BIOHIT PLC PRO
BIOHIT PLC PRESS RELEASE 31.5.1999 AT 12:00 noon 1 (5)
THE BOARD OF DIRECTORS OF BIOHIT PLC PROPOSES A DIRECTED SHARE ISSUE
The Board of Directors of Biohit Plc decided to convene an
Extraordinary Meeting of Shareholders on June 13, 1999 to decide on a
directed share issue. The proposal of the Board is that 4.000.000 new
Shares of Series B of a nominal value of 0.17 euros each will be
directed to Finnish and international institutional investors and to
the Finnish public. It is in the purpose of the Company, after the
issue, to submit a listing application for the B-shares to Helsinki
Exchanges. The terms of the share issue are presented in the Appendix
to this press release.
Biohit Plc has today published an Offering Circular, which is
available at the subscription places, the Company and the Helsinki
Exchanges. The Offering Circular is also available from the internet
subscription place of Merita Bank at: www.merita.fi.
Merita Corporate Finance Plc act as arranger in the issue for listing.
Subscriptions for the institutional issue will be received at Merita
Securities Plc. Subscriptions for the public issue will be received at
trust offices of Merita Bank Plc., at Merita Customer Service
telephone 0800-123123 (in Finnish) telephone 0800-122122 (in Swedish)
and at Solo Bank internet www.merita.fi.
Biohit has operated since 1988. It manufactures laboratory instruments
and equipment as well as develops diagnostic etc. analysis systems for
the use of research, health care and industrial laboratories. The
Biohit Group, which comprises seven subsidiaries, is a rapidly
internationalized, growing high-technology company.
The Group's turnover in 1998 was FIM 100,4 million. The share of
international operations of the turnover was 96%. The degree of
domestic origin of the products is approximately 95%. The turnover
increased by 16.6% compared to 1997. The operating profit was FIM 8,2
in 1998. It was FIM 2,9 million in 1997. The return on investment rose
from 10,8% in 1997 to 16,2% in 1998. The investments in 1998 were FIM
8,3 million and in the preceding year FIM 5,1 million. Biohit Group's
balance sheet total rose from FIM 73,8 million in preceding year to
FIM 109,6.
On December 30, 1998, the Extraordinary Shareholders' Meeting of
Biohit Oy decided to offer 8.000 stock options for subscription by
personnel, the managing director and members of the Board of
Directors, that entitle holders to subscribe to a total of 800.000 B
shares with a nominal value of FIM 1 each. The share options were free
of charge and the subscription period for them was February 1, 1999 -
April 1, 1999. The share options entitle holders to subscribe 400.000
B shares of the Company in the period January 1, 2000 - April 1, 2000
2 (5)
and for a corresponding number of B shares in the period January 1,
2002 - April 1, 2002. As a prerequisite for subscribing the shares the
holder must be in the service of the company at the start of the
subscription period for the shares.
As part of the delivery agreement signed with Jencons Scientific Ltd
on November, 1994, Biohit Oy signed separate stock option agreements
which entitle the holders of the stock options to subscribe to a total
of 625.000 B shares with a nominal value of FIM 1 at a subscription
price of FIM 10. The subscription period for the shares ends on
September 30, 2002. All of the stock options entitling to subscribe
625.000 shares were subscribed.
Biohit's current main products, mechanical and electronic pipettors as
well as their plastic disposables, form the largest product range of
pipettors in the world. Patented by Biohit, the electronic
microprocessor-controlled pipettor is the global market leader with a
70% market share. Biohit`s products take advantage from the use of the
new discoveries and the latest technologies. During the past few years
several multinational companies have become customers of Biohit. Among
these, Johnson & Johnson and 3M, for example, complete their
diagnostic systems with Biohit's electronic pipettors. Occupational
safety of laboratory personnel and the growing quality and efficiency
requirements of laboratory work are strongly speeding up the demand
for electronic pipettors.
Since the 1970`s, Biohit's management and other key personnel have
succesfully innovated and developed different analysis systems which
are based on vertical photometry invented by Dr. Suovaniemi. The
vertical measuring principle used in microplate analysing systems has
become an industrial standard, which is applied in analyzers measuring
so-called microplates all over the world. Such laboratory instruments
and their accessories are sold by numerous companies approx. for the
value of FIM 5 billion annually. This Finnish industrial standard has
promoted, for example, the development of new and reliable cancer and
infection disease diagnostics. Biohit's first molecular biology
instruments, and a synergistic analysis system comprising instruments,
pipettors and diagnostic tests, will be ready during 2000.
The co-operation of Biohit's management, which is experienced also in
diagnostics, with leading scientists in the field has resulted in the
development of a test panel, which will be launched soon and on the
basis of which the risk of gastric cancer can be detected from blood
samples relaibly and in time. The same tests also reveal the risk of
gastric ulcer. It has been estimated that the market potential of this
patented test panel is nearly FIM 3 billion. This test panel, which
promotes comprehensive testing of human beings, will be ready during
the year 2000.
Biohit's business idea is to focus on pipettors, certain cancer tests
and instruments, as well as on synergistic analysis systems, which
consist of these three components. In addition to continuing research
and product development, Biohit has invested in modern production
3 (5)
technology and created its own marketing and sales network, which
covers all continents. Now, this first phase which has demanded
considerable basic investments has been passed, and the company can
move on to a profitable global growing phase.
Biohit Plc
Osmo Suovaniemi, M.D., Ph.D.
President
APPENDIX: Terms of the Share Issue
Further information:
Osmo Suovaniemi, tel: +358-9-773 861, fax +358-9-773 86 205
APPENDIX: TERMS OF THE SHARE ISSUE
Volume of Share issue and right of subscription
In the new issue, 4,000,000 new shares of Series B (the Shares) of a
nominal value of 0.17 euros are offered for subscription by Finnish
and international institutional investors and the Finnish public so
that preliminary 3,000,000 shares are offered to Finnish and
international institutional investors and preliminary 1,000,000 shares
offered to the Finnish public. Subscriptions in the institutional
issue must comprise at least 5,000 Shares, and the subscriptions in
the public issue at least 200 Shares and at most 5,000 Shares. The
number of subscriptions must be evenly divisible by 100.
Subscription price
The subscription price of the Shares is 4,50 at the least and 5,30 at
the most. The Company's meeting of shareholders will fix the
subscription price on 13 June 1999 on the basis of the subscriptions
made in the institutional issue. The price will be published
immidiately after the fixing and it will be available the next banking
day in the subscription places, trust offices, Merita Customer Service
and the internet.
Place of subscription
Subscriptions for the institutional issue will be received at Merita
Securities Ltd.. Subscriptions for the public issue will be received
at trust offices of Merita Pankki Plc. at Merita Customer Service
telephone 0800-123123 (in Finnish) telephone 0800-122122 (in Swedish)
and at Solo Bank internet www.merita.fi.
4 (5)
For doing a subscription at the Merita Customer Service or the
internet the subscriber need to have a service agreement with the
place of subscription.
For doing a subscription on behalf on another person or a corporation
at the Merita Customer Service or the internet, a service agreement
regarding securities trading is needed.
Time of subscription
Initially the period of subscription for the institutional issue and
the public issue is from 2 June 1999 to 15 June 1999. In any situation
of over-subscription the Board of Directors of the Company may
discontinue the issue, but in the case of the public subscription,
however, not before 1630 hours on 14 June 1999. Subscription
commitments, however, will not be received between 11 June 1999 at
1630 hours and 14 June 1999 at 0930 hours.
Acceptance of subscriptions
An Extraordinary Meeting of Shareholders of the Company will decide on
the implementation of the share issue and on the price of the Share on
13 June 1999 and will authorise the Board of Directors of the Company
to decide on acceptance of subscriptions and on how to proceed in any
situation of over-subscription. A subscription made for the public
issue by 11 June 1999 may be cancelled after the share issue decision
of the Extraordinary Meeting of Shareholders by 14 June 1999 at 1630
hours. In the public issue, notification of the acceptance of
subscriptions will be made in writing.
Payment of subscriptions
Subscriptions made for the institutional issue are payable in
accordance with instructions issued by Merita Securities Ltd.
anticipatedly on 18 June 1999. Persons making their subscriptions for
the public issue by 11 June 1999 will authorise Merita Pankki Plc. to
debit the subscription price from an indicated account. The accepted
subscription will be debited from the account of the subscriber on 14
June 1999. Any subscriptions made after 11 June 1999 will be paid at
subscription.
If the Board of Directors of the Company does not accept a
subscription or reduces its volume, the subscription price or the
relevant part of it will be reimbursed to the subscriber through a
Finnish markka account in Finland indicated by the subscriber not
later than one week after the closing of the period of subscription.
No interest is paid on the reimbursed amount.
The subscription place has the right not to approve the subscription
if it is not paid according to the terms of the offering.
5 (5)
Rights of shareholders
The new Shares entitle to full dividend as of the fiscal year
beginning 1 January 1999. The Shares yield other rights from the date
of registration of the increase in share capital.
Voting rights
Each share of category A entitles to twenty votes at the Annual
General Meeting, and each share of category B entitles to one vote in
the AGM.
Dividend
In case of dividends, holders of B shares are paid a dividend 2 per
cent higher of par value than holders of A shares.
Funds transfer duties and taxation of dividends at source
No duty on transfer of funds is charged on equities transactions made
on the Helsinki Exchanges. On the transfer of equities occurring
outside the Stock Exchange, a fund transfer duty of 1.6 per cent of
the purchase sum is levied. The duty is not charged in connection with
the subscription of new shares.
Shareholders with limited tax liability must pay tax at source on any
dividend received from a Finnish company. The tax at source is 28 per
cent unless otherwise laid down in a Tax Treaty.
Information
The documents mentioned in the Companies Act, Chapter 4, Section 7,
Subsection 1 can be perused at the main office of the Company in
Helsinki.
Other circumstances
In the terms described, the term ösubscriptionsö means subscription
offers until the Meeting of Shareholders shall have decided on the
increase in share capital. For general information about the shares
and shareholders, see section öCompany, Shares and Shareholdersö and
section öOther Factors Affecting the Value of the Equityö.
Powers of the Board of Directors
Until the Extraordinary Meeting of Shareholders of 13 June 1999 , the
Board of Directors of the Company decides on the circumstances
pertaining to the marketing of the share issue. After the
Extraordinary Meeting of Shareholders, the Board of Directors also
decides on other circumstances relating to the increase in share
capital and the subscription of shares.
Distribution: Helsinki Exchanges
Press
