The Board of Directors of Componenta decided on issue of convertible
Componenta Oyj STOCK EXCHANGE RELEASE 11.2.2005 at 14.00
The Board of Directors of Componenta decided on issue of convertible
capital notes
The Board of Directors of Componenta Corporation decided to issue
convertible capital notes, on the basis of an authorization received at
the Annual General Meeting of Shareholders held on 7 February 2005. The
maximum amount of the convertible capital notes is EUR 11,900,000. The
minimum amount of a subscription for the convertible capital notes is EUR
17,000, i.e. two note units. The annual fixed interest to be paid on the
principal of the convertible capital notes is 5.75 per cent and the
maturity is five years. The convertible capital notes is offered for
subscription by public, with deviation from the shareholders' pre-emptive
right to subscribe for securities.
Each note unit in the amount of EUR 8,500 entitles the note unit holder
to convert the note unit into 1,000 Componenta Corporation shares whose
nominal value is EUR 2.00. The conversion rate is EUR 8.50. The
conversion period for the note units will commence on 1 May 2005 and end
on 1 March 2010.
The period for receiving subscription offers will commence on 1 March
2005 and end on 3 March 2005. Subscription offers will be received in
writing in Helsinki at Alexander Corporate Finance Oy, Aleksanterinkatu
19 A. The terms and conditions of the convertible capital notes are
attached.
The convertible capital notes prospectus will be available at the
subscription place and on the internet pages www.componenta.com and
www.acf.fi as well as at the Helsinki Exchanges Service Point OMX way, as
from 1 March 2005.
The Company will publish the attached advertisement in Helsingin Sanomat
and Hufvudstadsbladet to the shareholders on Saturday, 12 February 2005.
Helsinki, 11 February 2005
COMPONENTA CORPORATION
Heikki Lehtonen
President and CEO
ENCL: Terms and Conditions of the Convertible Capital Notes 2005,
Advertisement to the Shareholders
FURTHER INFORMATION:
Heikki Lehtonen Kimmo Virtanen
President and CEO CFO
tel. +358 9 225 021 tel +358 9 225 021
ENCLOSURE 1
Componenta Corporation convertible capital notes 2005
I TERMS AND CONDITIONS OF THE CONVERTIBLE CAPITAL NOTES
1. Amount of the Convertible Capital Notes
The amount of the Convertible Capital Notes (Notes) shall be a maximum of
EUR 11,900,000.
The Notes shall be issued within the electronic book-entry system kept by
Finnish Central Securities Depository Ltd (APK). The Notes shall be
issued to a maximum of 1,400 note units with a nominal value of EUR 8,500
each ("debentuuri", as referred to in the Promissory Notes Act, Paragraph
5 Section 34, hereinafter
Note Unit).
The principal of the Notes shall be entered in the equity in the balance
sheet as a separate item.
2. Subscription Right
The Notes shall be offered for subscription by public, with deviation
from the shareholders' pre-emptive right to subscribe for securities. The
minimum amount of a subscription for the Notes shall be EUR 17,000, i.e.
two (2) Note Units.
The Board of Directors of Componenta Corporation (Componenta or Company)
(Board of Directors) shall decide who shall have the right to subscribe
for any Note Units left unsubscribed.
The Board of Directors shall decide on the procedure to be observed in
the event of oversubscription, whereby the Board of Directors shall have
the possibility of reducing subscriptions. The Board of Directors shall
have the right to reject any subscription made in its entirety.
In the event of oversubscription, the intention is to allocate the Note
Units amongst the subscribers who have made approvable subscriptions so
that at least the minimum amount of subscription would be allocated to
all subscribers.
In the event of oversubscription, the Board of Directors can decide, that
the shareholders and/or stock option holders registered in the
shareholders' register or in the stock option holders' register of
Componenta on 10 February 2005, shall be favored when allocating the Note
Units.
3. Offer Period and Place of Subscription
The period for receiving subscription offers shall commence on 1 March
2005 at 9.00 am. and end on 3 March 2005 at 4.00 pm.
Subscription offers shall be received in writing at Alexander Corporate
Finance Oy, Aleksanterinkatu 19 A, 00100 Helsinki,
tel. No. +358 9 6226 000.
Instructions for the subscribers are available on the internet pages of
Alexander Corporate Finance Oy (www.acf.fi) and at Alexander Corporate
Finance Oy.
4. Issue Rate and Approval of Subscription Offers
The rate of issue of the Notes is one hundred (100) per cent.
The Board of Directors shall decide, after the close of the Offer Period,
on or about 8 March 2005, on approval of the subscription offers and
shall notify subscribers in writing of approval of their subscription
offers.
5. Payment of Subscriptions
Subscribers shall pay for the Note Units by 15 March 2005, in accordance
with separate instructions to be specified later.
The Board of Directors shall have the right to reject any subscription
offer made, partly or in its entirety, and reallocate the Note Units,
unless the subscription has been paid in accordance with these Terms and
Conditions and with the given instructions.
6. Maturity
The Notes shall be dated 15 March 2005.
The maturity of the Notes shall be from 15 March 2005 to 15 March 2010.
The Notes shall be repaid in a bullet payment on 15 March 2010, providing
that the conditions of repayment specified in Section 7 are met.
7. Repayment of the Notes
A) Repayment at Maturity
The principal of the Notes may be repaid only, if Componenta and the
consolidated Group are left with full cover on restricted equity and
other non-distributable items, in accordance with the balance sheet
approved for the preceding financial year.
Should the conditions for repayment of the Notes not be met at maturity,
the principal of the Notes shall be repaid in part to the extent that
this is possible, within the scope of the conditions of repayment. In
other respects, the repayment of the Notes shall always be deferred to
the corresponding date in the following year, until the Notes have been
repaid in full.
B) Repayment Prior to Maturity
Componenta shall, furthermore, have the right, as from 2 January 2006, to
repay the principal of the Notes in full at the rate of 100 per cent with
interest accrued up to the date of the repayment, providing that
a) the conditions for repayment mentioned in Section A) above and for
payment of interest mentioned in Section 8 are met, and that
b) the trade-weighted average price of the Componenta share (share) on
the Helsinki Exchanges, immediately prior to the Board resolution date
concerning the repayment, has, during 20 of 30 consecutive trading days,
exceeded the imputed conversion price specified in the Terms and
Conditions of the Notes, or as modified in accordance with the Terms and
Conditions of the Notes, by a minimum of 50 per cent.
The Company shall notify the Note Unit holders (Note Unit Holder) of the
exercise of the aforementioned right of repayment and of the relevant
measures not later than 30 days and not earlier than 60 days prior to the
Repayment Date.
The principal of the Notes shall not accrue interest for the period after
the announced Repayment Date.
The Company shall, in addition to the repayment specified here, reserve
for Note Unit Holders a special right of conversion pursuant to Sections
10 and 19.
Should a Note Unit Holder wish to exercise his right of conversion
instead of the repayment as specified here, he/she must demand conversion
of the Note Units into shares not later than 14 days prior to the
Repayment Date announced by the Company. The Note Unit Holder shall, in
this case, have the right to set as a condition for the conversion into
shares that repayment be effected on the Repayment Date announced by the
Company.
After the conversion has taken place, the Company must, without
delay, notify the relevant registration authorities of the number of
shares that have been issued against the Note Units.
C) Other Matters Pertaining to Repayment
Note Unit Holders shall be notified of repayment of the Notes, in
accordance with Section 19, no later than 30 days prior to repayment.
The principal of the Notes shall be repaid to the party who, at the
commencement of the Repayment Date, is entitled to receive the payment
according to the information recorded in the relevant book-entry account.
If the book-entry unit issued for a Note Unit is subject to temporary
registration on the maturity date as specified in these Terms and
Conditions of the Notes, or if the book-entries issued for the Note Unit
have been recorded in a consignment account at the commencement of the
maturity date, the repayment shall be made on the basis of the
information in the book-entry account. If repayment is not possible on
the basis of the information recorded in the Bondholder Register, payment
shall be made to a party who can demonstrate that the book-entry issued
for the Note Unit belonged to him/her at the commencement of the maturity
date, in accordance with the Terms and Conditions of the Notes.
8. Interest
The annual fixed interest to be paid on the principal of the Notes is
5.75 per cent.
The interest shall be paid annually in arrears on 15 March (hereinafter
Interest Payment Date), for the first time on 15 March 2006, and for the
last time at maturity. If an Interest Payment Date is not a banking day,
interest can be paid on the following banking day. Adjourning the payment
has no effect on the amount of interest.
The first Interest Period shall commence on 15 March 2005 and end on the
first Interest Payment Date. Each subsequent Interest Period shall
commence on the previous Interest Payment Date and end on the following
Interest Payment Date. The final Interest Period shall end on the day by
which the Notes are repaid in full.
Interest shall accrue according to actual days, exclusive of the first
and inclusive of the last day of each Interest Period. The number of days
in the interest year shall be 365 (basis for calculation of interest
"actual/365").
Interest on the Notes can be paid annually only if the amount payable can
be used for the distribution of profits according to the balance sheet of
the Company and its consolidated Group, as approved for the preceding
financial year.
Interest left unpaid shall remain a liability of the Company and shall
earn annual interest of two (2) percentage points in excess of the
interest rate payable on the Notes. The Company shall be permitted to pay
interest, the payment of which it has previously deferred, as well as the
interest accrued on it in full or in part, at a date which it shall
announce. If payment is made in part, the interest accrued on the
original interest shall be payable first. Interest left unpaid and the
interest which has accrued on it must be paid, nevertheless, in full
a)on the fifth banking day following approval of the consolidated balance
sheet, providing this is possible according
to the balance sheet on the conditions set out in the previous paragraph,
or
b) on repayment of the principal of the Notes. Interest left unpaid shall
not earn further interest for the time after the announced Repayment
Date.
The Company shall notify Note Unit Holders, in accordance with Section
19, of the deferral of payment of interest and the payment of interest
left unpaid not later than five (5) banking days prior to the Interest
Payment Date.
Interest accrued on interest left unpaid shall rank senior on the
Interest Payment Date, after which unpaid interest balances shall be paid
and then the interest earned for the previous year.
If the Notes cannot be repaid at maturity, the interest payable on the
unpaid principal of the Notes shall be two (2) percentage points in
excess of the annual interest rate confirmed to this Notes up to the
Payment Date.
Interest shall be paid to a party who, according to the information
recorded in the Bondholder Register at the commencement of the maturity
date under the Terms and Conditions of the Notes, is entitled to receive
such payment.
If the book-entry unit issued for a Note Unit is subject to temporary
registration on the maturity date, as specified in these Terms and
Conditions of the Notes, or if the book-entries issued for the Note Unit
have been recorded in a consignment account at the commencement of the
maturity date, repayment shall be made on the basis of the information in
the book-entry account. If repayment is not possible on the basis of the
information in the book-entry account, payment shall be made to a party
who can demonstrate that the book-entry issued for the Note belonged to
him at the commencement of the maturity date, in accordance with the
Terms and Conditions of the Notes.
The Company can pay dividends to its shareholders if, and only if, all
interest payments due to the Note Unit Holders, as well as any unpaid
interest and interest accrued on it, have been taken into account as an
imputed reduction in non-restricted equity.
The provisions governing a Note Unit Holder's right to the payment of
interest upon conversion of Note Units into shares are set out
hereinafter in Section 14.
9. Priority Ranking of the Notes
Should the Company be placed in liquidation, the Notes shall fall due for
repayment 90 days after the notice of liquidation has been entered into
the Trade Register.
The Notes are a capital loan whose principal, interest, and any other
yield may be paid on dissolution or bankruptcy of the Company solely at a
priority ranking below that of all other creditors.
These Notes shall have the same priority ranking as any capital loans or
comparable instruments which the Company currently have or may issue in
the future.
Receivables based on the Notes may not be used to offset counterclaims.
The Notes are not secured by a guarantee or other collateral.
II TERMS AND CONDITIONS OF CONVERSION INTO SHARES
The Notes can be converted into shares on the following Terms and
Conditions:
10. Conversion Rate
Each Note Unit in the amount of EUR 8,500 entitles the Note Unit Holder
to convert the Note Unit into 1,000 shares whose nominal value is EUR
2.00. The conversion rate is EUR 8.50.
The Notes shall be convertible into a maximum total of 1,400,000 shares.
If a Note Unit Holder, upon conversion of Note Units into shares,
receives a fraction of a share, he/she shall receive a cash payment for
said fraction. The price of the share in such a case shall be the closing
price of the share in continuous trading on the preceding trading day. If
a Note Unit Holder converts more than one Note Unit into shares at the
same time, the number of full shares shall be calculated on the basis of
the number of all the Note Units.
11. Conversion Period
The conversion period for the Notes shall commence on 1 May 2005 and end
on 1 March 2010.
The annual conversion period for the Notes shall be from 2 January to 30
November. In the cases set out in Section 7 B), conversion into shares
can also take place from 1 December to 31 December, if the Board of
Directors so decides. Should the share capital of the Company be changed
in the manner mentioned in Section 15 or for some other weighty reason,
the Board of Directors may temporarily suspend conversion of the Note
Units into shares for a specified period.
12. Entries in Book-Entry Accounts
The Note Units applied in making a conversion shall be removed from the
Note Unit Holder's book-entry account at the same time as the shares
received as a result of conversion are entered in the book-entry account.
The Company shall have the right, upon receipt of a notification of
conversion, to record in the relevant book-entry account a restriction on
transfer concerning the Note Unit which is used in making the conversion,
without recourse to the Note Unit Holder.
13. Increase in Share Capital through Conversion of Notes
The share capital of Componenta can be increased through a conversion of
Note Units by a maximum of EUR 2,800,000, and the number of shares can
increase by a maximum of 1,400,000 new shares.
14. Dividend Rights and Other Shareholder Rights and Dividend
Compensation
New shares entitle their holders to a dividend for the first time for the
financial year during which the conversion has taken place. Other
shareholder rights shall commence from the
date on which the increase in share capital is entered into the Trade
Register.
When Note Units are converted into shares, the Note Unit Holder shall not
be entitled to interest accrued on the principal of the Notes from the
beginning of the preceding Interest Period. If, however, interest is due
from a previous Interest Period and the interest accrued on this amount
has not been paid by the conversion date, owing to a cause mentioned in
Section 8 of the Terms and Conditions of the Notes, or if it cannot be
paid in accordance with said Section, the provisions of Section 8 shall
be applied to the payment of said accrued interest, and when the
conversion is made, a separate certificate for the amount of interest due
shall be issued to the Note Unit Holder.
To the extent that the total amount of dividends per share paid by
Componenta during a financial year is higher than 5.75% of the last
quoted share price of the preceding financial year, the amount that
exceeds 5.75% of the said share price, shall be compensated to a Note
Unit Holder who is converting Note Units into shares, on the conversion
date. The potential compensation shall only be paid for financial years
preceding the conversion during the maturity. If changes defined in
Section 15 take place after the end of the financial year but before the
dividend payment, the amount of the above mentioned divided per share
shall be adjusted correspondingly. The compensation shall be paid in cash
within one (1) week of the conversion date, if the amount payable can be
used for the distribution of profits according to the balance sheet of
the Company and its consolidated Group, as approved for the preceding
financial year. No interest or interest on arrears shall be paid on the
compensation.
15. Share Issues, Convertible Notes, Stock Options, and Other Instruments
entitling their Holder to Shares prior to the Close of the Conversion
Period
Should the Company, prior to the close of the conversion period, increase
its share capital through a new issue or issue new stock options or issue
new convertible loans or other instruments entitling their holders to
shares under the Finnish Companies Act such that the shareholder has a
pre-emptive right of subscription, the Note Unit Holder shall have a
right which is the same or equal to that of a shareholder. His/her
principle of equality shall be implemented in a manner decided by the
Board of Directors such that
a)the number of shares which can be received through conversion is
changed, or
b)the Note Unit Holder is offered a similar pre-emptive right of
subscription to that of shareholders, or
c) a combination of the methods mentioned above in Sections a) and b) is
used.
Should the Company, prior to the close of the conversion period, increase
its share capital through a bonus issue, the rate of conversion shall be
changed such that the proportion of the share capital represented by the
shares to be received as a result of conversion remains unchanged.
16. Rights of Note Unit Holders in Certain Special Cases
Should the Company reduce its share capital otherwise than in the ways
mentioned in Chapter 6, Section 1, Paragraphs 1, 4 and
5, of the Finnish Companies Act, prior to the close of the conversion
period, the conversion rate shall be amended accordingly in the manner
specified in detail in the resolution to reduce share capital. If the
share capital is reduced in the ways set out in the aforementioned legal
provisions, the reduction of share capital shall not have an effect on
the conversion rate.
Should the Company buy back its own shares in proportion to the holdings
of the shareholders, prior to the close of the conversion period, Note
Unit Holders shall have a right that is the same or equal to that of
shareholders. The principle of equality shall be implemented in a manner
decided by the Board of Directors such that the number of shares to be
received as a result of conversion shall be altered, or such that an
opportunity shall be reserved for Note Unit Holders to exercise their
conversion right, prior to the commencement of the share buyback, during
a fixed period set by the Board of Directors.
Should the Company be placed in liquidation, prior to the close of the
conversion period, an opportunity shall be reserved for Note Unit Holders
to exercise their conversion right, during a fixed period set by the
Board of Directors, prior to the commencement of liquidation.
Should a situation, prior to the close of the conversion period, arise of
the type specified in Chapter 14, Section 19, of the Finnish Companies
Act, whereby a shareholder holds more than 90% of the Company's shares
and voting rights and thus has a right and obligation to redeem the
remaining shares, an opportunity shall be reserved for Note Unit Holders
to exercise their conversion right during a fixed period set by the Board
of Directors, after which time the conversion right shall lapse. The same
right to convert the Note Units into shares shall be given to a Note Unit
Holder in a situation, whereby a shareholder holds more than two-thirds
of the voting rights of the Company's shares, as specified in Chapter 6,
Section 6, of the Finnish Securities Market Act, and therefore such
shareholder must offer to redeem the Company's remaining shares and
securities entitled to shares, in accordance with the Finnish Companies'
Act. If the Note Unit Holder does not use this right, his/her conversion
right shall not, however, lapse, due to this offer of the type specified
in the Finnish Securities Market Act.
Should the Company be changed from a public company into a private
company, prior to the close of the conversion period, an opportunity
shall be reserved for Note Unit Holders to exercise their conversion
right, during a fixed period set by the Board of Directors, prior to the
change.
Should the Company, prior to the close of the conversion period, decide
to merge, not being the surviving entity, into another company or into a
company to be formed as the result of a combination merger, or decide to
demerge, an opportunity shall be reserved for Note Unit Holders to
exercise their conversion right, during a fixed period set by the Board
of Directors, prior merger or demerger, after which time the conversion
right shall lapse.
Should, prior to the close of the conversion period, the nominal value of
the share be changed such that the share capital remains unchanged, the
conversion rate shall be changed such that the aggregate nominal value of
the shares to be received as a result of conversion and the aggregate
imputed conversion price remain unchanged.
III OTHER TERMS AND CONDITIONS
17. Technical Amendments
The Board of Directors shall have the right to amend the technical
procedures connected with the Notes in respect of payments and conversion
into shares or other similar matter, without the consent of Note Unit
Holders or Note Unit Holders' meeting.
The Company shall advise Note Unit Holders of any amendments, in
accordance with Section 19.
The Notes shall be applied for public listing on the Helsinki Exchanges.
18. Note Unit Holders' Meeting
(A) The Board of Directors shall have the right to convene a meeting of
the Note Unit Holders of these Notes (Note Unit Holders' Meeting) to
decide on amendments to the Terms and Conditions of the Notes.
(B) Notice of a Note Unit Holders' Meeting shall be published no later
than 10 days prior to the meeting, in accordance with Section 19. The
notice shall specify the date, hour, place, and agenda of the meeting, as
well as the procedure for registering to attend the meeting.
(C) The Note Unit Holders' Meeting must be held in Helsinki and its
chairman shall be appointed by the Company.
(D) The Note Unit Holders' Meeting shall have a quorum if two or more
persons together holding at least 50% of the outstanding principal amount
of the Notes are present. The Note Unit Holders' Meeting shall,
nevertheless, only have a quorum for passing an extraordinary resolution
pursuant to Section 18 (I) if two or more persons are present who
together represent at least 75% of the outstanding principal amount of
the Notes.
(E) If the Note Unit Holders' Meeting does not have a quorum within 30
minutes of the time for starting the meeting as set forth in the notice,
consideration of the agenda of the meeting can be deferred to a new Note
Unit Holders' Meeting, at the request of the Company, said meeting to be
held within no less than 14 days and no more than 28 days at a place
designated by the Company.
The new Note Unit Holders' Meeting shall have a quorum if two or more
persons together representing at least 10% of the outstanding principal
amount of the Notes are present. The new Note Unit Holders' Meeting
shall, nevertheless, constitute a quorum for the purpose of passing an
extraordinary resolution pursuant to Section 18 (I) only if two or more
persons are present who together represent at least 67% of the
outstanding principal amount of the Notes.
(F) Notice of a new Note Unit Holders' Meeting to be held owing to an
adjournment, shall be published in the same manner as the notice
convening the original meeting. The notice shall furthermore state the
conditions under which a quorum shall be constituted.
(G) Note Unit Holders' voting rights shall be determined on the basis of
the principal amount of Note Units held. Componenta and
the consolidated companies of the Componenta Group shall not hold voting
rights at the Note Unit Holders' Meeting.
Resolutions of the Note Unit Holders' Meeting shall be passed by a simple
majority of the votes cast. Should the voting result in a tie, the
chairman shall have the casting vote. An extraordinary resolution
pursuant to Section 18 (I) shall be passed, however, only if it obtains
at least three-quarters of the votes cast.
(H) A representative of the Company and a person authorized to act for
the Company shall have the right to attend and speak at a Note Unit
Holders' Meeting.
(I) A Note Unit Holders' Meeting shall have the right to decide on the
following matters, which may be set forth in a proposal of the Board of
Directors, subject to an extraordinary resolution supported by a minimum
of three-quarters of the votes cast:
(a) altering the basis for calculation of interest on the Notes,
(b) changing the denomination of the Notes,
(c) amending the conditions under which a Note Unit Holders' Meeting
shall have a quorum or amending the qualified majority requirement for
passing an extraordinary resolution and
(d) amending Section 9 of the Terms and Conditions of the Notes.
(J) Resolutions passed by a Note Unit Holders' Meeting shall be binding
upon all Note Unit Holders, regardless of whether they are present at a
meeting and of whether the resolution of the Note Unit Holders' Meeting
has been entered in their Note Units. Note Unit Holders are obliged to
inform subsequent transferees of the Note Units of the resolutions of the
Note Unit Holders' Meeting.
(K) Terms and Conditions of the Notes, the amendment of which requires
the approval of a General Meeting of Shareholders of Componenta may not
be amended by a resolution of a Note Unit Holders' Meeting before the
General Meeting of Shareholders has given its approval.
(L) Where, in accordance with the Terms and Conditions of the Notes, the
Company may unilaterally decide on a measure, a decision taken on such a
matter shall not require the approval of a Note Unit Holders' Meeting.
(M) A reduction of the principal or the interest of the Notes and an
amendment to the last paragraph of Section 8 of these Terms and
Conditions, with prejudice to the Note Unit Holders, shall require the
consent of all the Note Unit Holders as given at a Note Unit Holders'
Meeting or in some other certifiable manner.
19. Notices
Note Unit Holders shall be obliged to inform the Company in case of
changes in his/her contact information or in case he/she transfers
his/her Note Units.
Note Unit Holders shall be advised of matters pertaining to the Notes by
means of a notice published in Helsingin Sanomat or in another national
daily newspaper designated by the Board of Directors. Note Unit Holders
shall be considered to have
received notification when the notice has been published in Helsingin
Sanomat or in another national daily newspaper designated by the Board of
Directors.
In addition to the procedure described in the previous paragraph, the
Company can deliver notifications concerning the Notes in writing
directly to Note Unit Holders, making said delivery to the addresses they
have informed to the Company. Mailed notification shall be considered to
have been delivered on the date when the delivery has been left in the
post office. In this context, a Note Unit Holder is deemed to be the
party who, on the day of publication of the notice, has been entered as a
Note Unit Holder for the Notes in the Bondholder Register which is kept
by Finnish Central Securities Depository Ltd.
20. Statute of Limitations
Where payment of the principal or interest has not been possible, due to
missing contact information, within three (3) years of the date on which
payment was first due under the Terms and Conditions of these Notes, the
right to any and all payment shall be forfeit (Act on Expiration of Debts
(15.8.2003/728, Section 4).
21. Governing Law
These Convertible Capital Notes shall be governed by Finnish law, and
disputes arising in respect of them shall be resolved in a competent
court in Finland.
22. Force Majeure
Componenta cannot be held responsible for the unreasonable impairment of
its operations due to a case of force majeure or a similar cause.
23. Information
Copies of the documents pertaining to the Notes shall be available for
public inspection at the Head Office of Componenta at Nuijamiestentie
3 C, 00400 Helsinki.
These terms and conditions have been made in Finnish and English. In case
of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions are decisive.
ENCLOSURE 2
Advertisement to the shareholders of Componenta Corporation
The Board of Directors of Componenta Corporation decided on 11 February
2005 to issue convertible capital notes offered for subscription by
public, on the basis of an authorization received at the Annual General
Meeting of Shareholders held on 7 February 2005.
The convertible capital notes is offered for subscription by public, with
deviation from the shareholders' pre-emptive right to subscribe for
securities. There is a material economical reason for deviation from the
shareholders' pre-emptive right to subscription, since the intention is
to use the funds raised with the convertible capital notes for
strengthening the Group's capital structure, for developing the Group's
business
operations and for potential future acquisitions or other corporate
restructuring.
The maximum amount of the convertible capital notes is EUR 11,900,000 and
it will be issued within the electronic bookentry system. The amount of
the convertible capital notes will be issued to a maximum of 1,400 note
units with a nominal value of EUR 8,500 each. The minimum amount of a
subscription for the convertible capital notes is EUR 17,000, i.e. two
note units. The annual fixed interest to be paid on the principal of the
convertible capital notes is 5.75 per cent and the maturity is five
years.
Each note unit in the amount of EUR 8,500 entitles the note unit holder
to convert the note unit into 1,000 Componenta Corporation shares whose
nominal value is EUR 2.00. The conversion rate is EUR 8.50. The
conversion period for the note units will commence on 1 May 2005 and end
on 1 March 2010. As a result of the conversions, the share capital of the
company may be increased by a maximum of EUR 2,800,000 and the number of
shares by a maximum of 1,400,000 new shares.
The period for receiving subscription offers will commence on 1 March
2005 and end on 3 March 2005. Subscription offers will be received in
writing in Helsinki at Alexander Corporate Finance Oy, Aleksanterinkatu
19 A during the offer period.
In the event of oversubscription, the Board of Directors can decide, that
the shareholders and/or stock option holders registered in the
shareholders' register or in the stock option holders' register of
Componenta Corporation on 10 February 2005, will be favored when
allocating the note units.
The prospectus, subscription forms and subscription instructions will be
available on the internet pages of Componenta Corporation and Alexander
Corporate Finance Oy (www.componenta.com and www.acf.fi) and at Alexander
Corporate Finance Oy as from 1 March 2005.
Helsinki, 11 February 2005
COMPONENTA CORPORATIION
Board of Directors
