BOARD'S PROPOSALS TO THE EXTRAORDINARY GENERAL MEETING OF DECEMBER 19, 2005
Done Solutions Corporation
Stock Exchange Release, December 12, 5:00 p.m.
BOARD'S PROPOSALS TO THE EXTRAORDINARY GENERAL MEETING OF DECEMBER 19, 2005
A. Board's proposal to increase share capital
In payment of Sunob Holding Oy shares, based on an agreement concluded on 30
November, 2005, the Board of Directors proposes that the Company increase its
share capital through a private placement by issuing 10,000,000 new shares for
subscription at a per-share book countervalue of EUR 0.08 EUR. The agreement is
conditional on the Board's approval of this share issue. Waiving the
shareholders' pre-emptive rights, new shares will be offered for subscription by
Gateway Finland Oy, Sunob Holding Oy's shareholder. Gateway Finland Oy is co-
owned by Matti Nevalainen, member of Done Solutions Corporation's Board, and
Petri Kanervo, a private person, on a fifty-fifty basis. As a disqualified person
due to his Board membership, Mr Nevalainen has not participated in making
decisions on this matter. Gateway Finland Oy holds no Done Solutions Corporation
shares prior to this private placement, nor are Gateway Finland Oy's
shareholders, Mr Nevalainen and Mr Kanervo, Done Solutions Corporation's
shareholders.
During negotiations, Done Solution Corporation's management and non-disqualified
members of the Board of Directors had expressed their joint intent with the other
party to propose to waive the shareholders' pre-emptive rights for the purpose of
using Done Solutions Corporation shares in payment of Sunob Holding Oy shares,
based on a share swap under the negotiated agreement.
Sunob Holding Oy is a holding company, which holds 57.14 percent of the shares of
Tiolat Oy - a fast-growing healthcare company designing, manufacturing and
selling patented iCare tonometers for eye specialists and opticians mainly
abroad. In the accounting period April 1, 2004-March 31, 2005, Tiolat Oy's net
sales totaled EUR 1.5 million and operating profit came to EUR 0.8 million. Its
net sales and operating profit for the nine-month period April 1-December 31,
2005 are projected to exceed those reported for the previous 12-month accounting
period. The company's financial position has remained strong since the latest
balance sheet date. Since Sunob Holding Oy does not carry on business operations,
its financial position is the same as, or similar to, that disclosed on the
balance sheet date of December 31, 2004. The purchase of the majority holding in
Tiolat Oy through Sunob Holding Oy forms part of Done Solutions Corporation's new
strategy to develop its business through corporate acquisitions.
The share subscription price is EUR 0.17 per share, corresponding to the trade-
weighted average of Done Solutions Corporation shares quoted on the Helsinki
Stock Exchange between October 1 and 31, 2005. Of the subscription price, EUR
0.08 per share that corresponds to the nominal value of shares will be entered in
share capital. The amount of the subscription price exceeding the nominal value
of shares will be entered in the issue premium fund. The share subscription
period will begin on December 19, 2005 and terminate on December 20, 2005.
In payment of share subscription, Gateway Finland Oy will transfer Sunob Holding
Oy's share capital, EUR 25,736.62 in loan receivable and EUR 1,217,599.10 in
subordinated loan receivable from Sunob Holding Oy. Sunob Holding Oy's share
capital, EUR 456,664.28, is proposed to be entered in Done Solutions
Corporation's balance sheet and the receivables entered at their nominal values.
The valuation of property given as subscription in kind is based on the
agreement's terms and conditions, the value of Tiolat Oy shares held by Sunob
Holding Oy, and an opinion issued by an independent expert. The nature and extent
of Tiolat Oy's business are described above.
The new shares entitle their holders to a full dividend as of the accounting
period beginning on 1 January 2006.
ATTACHMENTS
1. Terms and conditions of the non-cash/share issue
2. Minutes of Done Solutions Corporation's Annual General Meeting on March 31,
2005
3. Done Solutions Corporation's Financial Statements for January 1-December
31, 2004
4. Done Solutions Corporation's Interim Reports prepared after the fiscal year
2004: April 29, 2005; August 10, 2005; and October 28, 2005
5. Done Solutions Corporation's Board report on events with a material effect
on the Company's position after the disclosure of the Interim Report on
October 28, 2005
6. An audit opinion on Interim Reports prepared after the latest fiscal year
and on the Board's report on events with a material effect on the Company's
position after the disclosure of the Interim Report, as well as on grounds
for subscription price determination and reasons for waiving the
shareholders' pre-emptive rights.
7. An opinion issued by an independent expert
8. Sunob Holding Oy's Financial Statements for January 1-December 31, 2003
and January 1-December 31, 2004.
9. Tiolat Oy's Financial Statements for April 1, 2003-March 31, 2004 and April
1, 2004-March 31, 2005
The attachments will be available for shareholders' inspection at Done Solutions
Corporation's headquarters, Tukholmankatu 2, FI-00250 Helsinki, from December 12,
2005.
ATTACHMENT 1: Terms and conditions of the non-cash/share issue
1. Increase
The Company will increase its share capital by EUR 800,000.00 by issuing
10,000,000 new shares at a per-share book countervalue of EUR 0.08 ("Non-cash
issue"). These new shares account for 16.81 percent of the Company's shares and
the votes entitled by the shares, as a result of the share capital increase.
2. Subscription right
Waiving the shareholders' pre-emptive rights, new shares will be offered for
subscription by Gateway Finland Oy, Sunob Holding Oy's shareholder. Since the
Company will pay for Sunob Holding Oy's share capital against share swap, it has
a cogent financial reason to waive said rights.
3. Subscription period
The subscription period will begin on December 19, 2005 and terminate on December
20, 2005 or earlier as soon as all of the shares will have been subscribed,
unless the Board of Directors decides to extend the period.
4. Subscription price, conversion price, and property given as subscription in
kind
The non-cash-issue-based subscription price of the Company's share is EUR 0.17,
corresponding to the trade-weighted average of Done Solutions Corporation shares
quoted on the Helsinki Stock Exchange between October 1 and 31, 2005, totaling
EUR 1,700,000. Of the subscription price, EUR 0.08 per share that corresponds to
the nominal value of shares will be entered in share capital. The amount of the
subscription price exceeding the nominal value of shares will be entered in the
issue premium fund.
Shares will be subscribed and paid against the transfer of Sunob Holding Oy's
share capital, as well as the loan receivable of EUR 25,736.62 and the
subordinated loan receivable of EUR 1,217,599.10 from Sunob Holding Oy. Sunob
Holding Oy's share capital consists of 8,500 shares, their total value fixed at
EUR 456,664.28. The receivables used to pay for the share subscription are
measured at nominal value. Consequently, the property given as subscription in
kind totals EUR 1,700,000. The valuation of property given as subscription in
kind is based on the share-swap agreement's terms and conditions, the value of
Tiolat Oy shares held by Sunob Holding Oy, and an opinion issued by an
independent expert. The value of Sunob Holding Oy shares entered in the Company's
balance sheet totals EUR 456,664.28. Receivables recorded as property given as
subscription in kind will be entered in the Company's balance sheet at their
nominal value.
5. Share subscriptions, their approval, and the lapse of the share issue
Shares will be subscribed using a special subscription list. The subscription is
binding on the subscriber.
Shares must be subscribed in full since a partial exercise of share subscription
rights is not permitted.
The Company's Board of Directors decides on the approval or rejection of
subscriptions within one week from the end of the subscription period. The Board
has the right to decide on the lapse of the share issue, in full or in part.
6. Payment of the subscription price
The shares are payable at subscription. In payment of the subscription for
shares, the subscriber will transfer Sunob Holding Oy's share capital (8,500
shares) with the appropriate endorsements, EUR 25,736.62 in loan receivable and
EUR 1,217,599.10 in subordinated loan receivable from Sunob Holding Oy, against
the transfer of which it may subscribe for a maximum of 10,000,000 new shares of
the Company. With respect to Sunob Holding Oy shares, the subscription will be
paid, and title to the shares given as subscription in kind will be transferred,
upon signing the subscription list, without using a special deed of transfer for
the property given as subscription in kind. With respect to the loan receivables,
the subscription will be paid and title will be transferred based on the
endorsements on the promissory notes.
7. Entry of subscribed shares and public trading in shares
Subscribed and fully paid shares will be entered in the subscriber's book-entry
securities account upon registration of the share capital increase for the Trade
Register.
The Company will apply for public trading in these shares on the Helsinki Stock
Exchange's NM List, effective from ca. March 31, 2006.
8. Shareholder rights
The new shares entitle their holders to a full dividend as of the accounting
period beginning on 1 January 2006. Other shareholder rights arising from these
shares will become effective from the date of registration of the share capital
increase for the Trade Register.
9. Other issues
The Board of Directors decides on other issues related to the increase of share
capital.
B. Board's proposal to cover confirmed losses
The Board of Directors proposes that the Company's confirmed losses of EUR
493,486.34 be covered by reducing the contingency fund by EUR 192,260.50 and the
issue premium fund by EUR 301,225.84.
Done Solutions Corporation
Board of Directors
For further information, please contact:
Pekka Pystynen, President and CEO, tel. +358 (0)205 253427, gsm +358
(0)50 0508 962, pekka.pystynen@donesolutions.com
http://www.donesolutions.com
Distribution:
Helsinki Stock Exchange
Major media
Listed on the Helsinki Stock Exchange's NM List since 2001, Done Solutions
operates through the following two business areas: Done Logistics provides
comprehensive logistics systems, based on the automation of materials-handling
and supporting information systems, while Done Information provides multilingual
documentation services and software solutions. Done Solutions operates in
selected industries in the Nordic countries, Central Europe and the USA.
