NOTICE OF THE EXTRAORDINARY GENERAL MEET
Sysopen Plc STOCK EXCHANGE RELEASE
14 October 2003 at 4:30 pm
NOTICE OF THE EXTRAORDINARY GENERAL MEETING (EGM)
AND BOARD PROPOSALS TO THE EGM
A notice is hereby given to the shareholders of Sysopen Plc that
an Extraordinary General Meeting (EGM) will be held at SysOpen
Tower, Hiomotie 19, FIN00380 Helsinki, on Monday, 3 November
2003, starting at 5 p.m. Entry to the meeting room and the
distribution of ballots will begin at 4.15 p.m.
The following matters shall be transacted at the EGM:
1. Increasing share capital by issuing new Sysopen Plc shares for
subscription by Novo Group Plc shareholders
The Board of Directors proposes that the EGM decide to increase
Sysopen Plcs share capital by a maximum of EUR 2,335,385.50
through an issue of a maximum of 23,353,855 new shares with a
nominal value of EUR 0.10 per share. Shares will be issued against
contribution in kind in relation to the public tender offer made
to Novo Group Plc shareholders, and any subsequent mandatory
redemption offer to be made in accordance with the Finnish
Securities Market Act, in which only Novo Group Plc shareholders
will have the right to subscribe for shares against Novo Group Plc
shares, in accordance with the terms and conditions of the share
issue.
The share issue will be effected if Sysopen Plc decides to
complete the public tender offer made for Novo Group Plc shares.
In the share issue, for each one (1) Novo Group Plc share
surrendered as payment of the subscription price, 0.545 new
Sysopen Plc shares will be given, i.e. one Sysopen Plc share will
be issued against approximately 1.835 Novo Group Plc shares. In
addition to the shares issued in the share issue, Sysopen Plc will
pay EUR 1.90 in cash consideration for each Novo Group Plc share.
If Novo Group Plc decides to distribute an extra dividend of up to
EUR 0.50 to its shareholders in accordance with the combination
agreement entered into between Sysopen Plc and Novo Group Plc on
25 September 2003, the cash consideration for Novo Group shares
will be reduced by the amount of such dividend per share. The
subscription period will commence on 4 November 2003 and expire on
30 April 2004. Novo Group Plc shareholders have been able to give
subscription commitments since 6 October 2003. The value of the
subscription contribution in kind and the subscription price have
been determined based on the market price of Novo Group Plcs
share, as specified in a report by the Board of Directors (see
Attachment).
Sysopen Plc has a weighty financial reason to deviate from the
shareholders pre-emptive subscription right, since, through the
share issue, it aims to purchase all shares outstanding of Novo
Group Plc, after which Sysopen Plc and Novo Plc, as a combined
company, may achieve substantial financial and operational
benefits.
2. Amendment of Article 3 of Articles of Association
The Board of Directors proposes that Article 3 of the Articles of
Association be amended as follows:
The companys minimum share capital is two million (2,000,000)
euros and the maximum share capital is eight million (8,000,000)
euros, within which limits the share capital can be raised or
lowered without amending the Articles of Association.
Pursuant to the Boards proposal, such amendment will become
effective only if Sysopen Plc decides to complete the public
tender offer for Novo Group Plc shares.
3. Number of Board members, Board emoluments and election
In accordance with the combination agreement entered into with
Novo Group Plc, the Board of Directors proposes that the following
six (6) persons be elected members of SysOpens Board of Directors
until the end of the next Annual General Meeting,: Ilkka Hallavo,
Kari Karvinen, Veikko Kasurinen, Jorma Kylätie, Risto Parjanne and
Matti Savolainen. The proposed persons have agreed to Board
membership. In addition, the Board of Directors proposes that the
EGM decide on emoluments to be paid to Board members.
In accordance with the Boards proposal, amendment of the number,
and the election, of Board members, as well as the decision on
Board emoluments will become effective only if Sysopen Plc
completes the public tender offer for Novo Group Plc shares, and
the combination agreement is effective.
4. Amendment of Article 6 of Articles of Association
The Board of Directors proposes that a mention of Chairman and
Vice-Chairman be included in Article 6 of the companys Articles
of Association in the following manner:
The companys administration and the due organisation of its
operations shall be attended to by a Board of Directors which is
elected by a general meeting of shareholders. The Board of
Directors shall comprise a minimum of three and a maximum of seven
regular members. The term of office of members of the Board of
Directors shall end at the close of the Annual General Meeting
next following their election.
5. Amendment of Article 8 of Articles of Association
The Board of Directors proposes that Article 8 of the Articles of
Association, governing the signing for the company, be amended as
follows:
The companys business name shall be signed by the Board of
Directors. Furthermore, authorised to sign the companys business
name are the managing director, alone, and the members of the
Board of Directors, two together. The Board of Directors can also
grant authorisation to sign the business name to company employees
or other persons such that they sign the business name, each
separately and alone, or such that they sign the companys
business name, two together, or such that they sign the companys
business name together with a member of the Board of Directors.
Attendance and registration
Shareholders entered by 24 October 2003 in the company shareholder
register, maintained by Finnish Central Securities Depository
Ltd., are entitled to attend the meeting.
Shareholders wishing to attend the Extraordinary General Meeting
must notify the company in advance by 4.00 p.m. on 31 October
2003, by mail: Sysopen Plc, Petra Honkaranta, Hiomotie 19,
FIN00380 Helsinki; by telephone at +358 424 2020 685; by fax at
+358 424 2020 725 or by e-mail at: info@sysopen.fi. Registrations
by mail, telefax or e-mail must arrive prior to the deadline.
Please submit any proxies while sending your registration. Entry
to the meeting room, the distribution of ballots and the
inspection of proxies will begin at the meeting venue at 4.15 p.m.
on 3 November 2003.
Documents
The combined tender offer document and listing particulars
relating to the combination of Sysopen Plc and Novo Group Plc, and
the documents relating to the Board proposals, as required by the
Companies Act, will be available for shareholders inspection at
Sysopen Plcs head office, Hiomotie 19, Helsinki, as from 27
October 2003. Copies of such documents will be sent to
shareholders on request.
In Helsinki, 14 October 2003
SYSOPEN PLC
Board of Directors
ATTACHMENTS
Boards proposal to the EGM for increasing share capital by
issuing new Sysopen Plc shares for subscription by Novo Group Plc
shareholders
Boards proposal for increasing share capital by issuing new
Sysopen Plc shares for subscription by Novo Group Plc shareholders
Sysopen Plcs Board of Directors notes that the company entered
into a combination agreement with Novo Group Plc on 25 September
2003, whereby Sysopen Plc made a public tender offer to Novo Group
Plc shareholders in order to purchase all shares outstanding of
Novo Group Plc. The transaction will be implemented partially with
cash and partially with shares, so that each Novo Group Plc
shareholder who has accepted the offer will subscribe for Sysopen
Plc shares in the share issue and pay for his/her subscription by
surrendering his/her Novo Group Plc shares to Sysopen Plc.
In connection with the above, Sysopen Plcs Board of Directors
proposes that the companys Extraordinary General Meeting on 3
November 2003 decide to increase the companys share capital
through a share issue as follows:
- The share capital will be increased by a maximum of EUR
2,335,385.50 by issuing a maximum of 23,353,855 new shares with a
nominal value of EUR 0.10 per share.
- In deviation from the shareholders pre-emptive subscription
right, the shares will be offered for subscription by Novo Group
Plc shareholders, in connection with the public tender offer for
Novo Group Plc shares and any mandatory redemption offer to be
made in accordance with the Finnish Securities Market Act. The
share issue will be effected if Sysopen Plc decides to complete
the public tender offer for Novo Group Plc shares.
- The share subscription period will commence on 4 November 2003
and expire on 30 April 2004.
- The share subscription price will be paid as contribution in
kind, so that for each one (1) Novo Group Plc share, with a
counter book value of EUR 0.17 each, surrendered as payment of the
subscription price, 0.545 new Sysopen Plc shares will be given,
i.e. one Sysopen Plc share will be issued against approximately
1.835 Novo Group Plc shares. No fractional entitlements to SysOpen
shares will be issued in the share issue, but, instead, any
fractional entitlements to Sysopen Plc shares that Novo Group Plc
shareholders are entitled to will be combinedto form full shares,
and sold through one or more transactions on behalf of such Novo
Group Plc shareholders. If the combined fractional entitlements do
not total a round figure, the remaining fractions of shares will
not be given to Novo Group Plc shareholders and no consideration
will be paid for such fractions to such Novo Group Plc
shareholders.
- The share subscription price has been determined so that the
value of property to be received by SysOpen pursuant to the
transaction will amount to at least the share subscription price.
The basis for the determination of the share subscription price is
discussed in the Boards report on the value of acquired assets
made pursuant to Chapter 2, Section 4 and Chapter 3, Section 6 of
the Finnish Companies Act, which is attached to this proposal. In
addition to the shares to be issued in the share issue, a cash
consideration of EUR 1.90 will be paid for each Novo Group Plc
share. If Novo Group Plc decides to distribute an extra dividend
of up to EUR 0.50 to its shareholders in accordance with the
combination agreement entered into between Sysopen Plc and Novo
Group Plc on 25 September 2003, the cash consideration for a Novo
Group share will be reduced by the amount of such dividend per
share.
- The shares will be paid by surrendering to Sysopen Plc the
Novo Group Plc shares, in accordance with the exchange ratio
stated above.
- Sysopen Plcs Board of Directors will decide on the approval
of the subscriptions, other matters related to the share capital
increase and share subscription, and the practical procedures
involved.
- The new shares to be issued will be of the same series as the
other Sysopen Plc shares, entitling their holders to the same
dividend right as the other Sysopen Plc shares.
Sysopen Plc has a weighty financial reason to deviate from the
shareholders pre-emptive subscription right, since, through the
share issue, it aims to purchase all shares outstanding of Novo
Group Plc, after which Sysopen Plc and Novo Plc, as a combined
company, may achieve substantial financial and operational
benefits.
Attachments:
- 1) Board report on the value of acquired assets, as specified
in Chapter 2, Section 4 and Chapter 4, Section 6 of the Finnish
Companies Act;
- 2) Independent expert opinion on matters stated in Chapter 2,
Section 4 a of the Finnish Companies Act;
- 3) Copy of the 2002 financial statements and the decision by
the annual general meeting held on 20 March 2003 on profit
distribution;
- 4) Copies of the interim reports published since the fiscal
year 2002;
- 5) Board statement on the events after the interim report for
JanuaryJune 2003 which have a material effect on the companys
position; and
- 6) Auditors statement on the interim reports (Attachment 4)
and the Board report (Attachment 5), as well as the basis for the
determination of the share subscription price and the reasons for
deviating from the shareholders pre-emptive subscription right
(Attachment 1).
Additional information:
Kari Karvinen, Chairman of the Board of Directors, Sysopen Plc,
tel. + 358 424 2020 304
Arto Sahla, Managing Director, Sysopen Plc, tel. + 358 400 442986
This stock exchange release may not be published or distributed in
Australia, Hong Kong, Japan, South Africa, the United Kingdom or
the United States.
The information contained in this release is not to be published
in, or distributed to, the United States. This press release is
not an offer to sell securities in the United States or to, or for
the account or benefit of, U.S. persons, except pursuant to an
exemption from the registration requirements of the Securities Act
of 1933. The tender offer or the new shares of SysOpen Plc will
not be registered or offered to public in the United States.
This press release is neither an offer to purchase nor a
solicitation for an offer to sell, and the shares of SysOpen Plc
may not be subscribed for in any country in which such offer,
solicitation or subscription would be unlawful prior to
registration, an exemption from registration obligation or other
acceptance in accordance with the securities laws of such country.
