An investment of 2.09 million euros in Tecnotree by Fitzroy Investments Ltd and an issuance of warrants to Fitzroy Investments Ltd has been executed
Tecnotree Corporation
Stock Exchange Release
24 September 2018 at 12.25
An investment of 2.09 million euros in Tecnotree by Fitzroy Investments Ltd and an issuance of warrants to Fitzroy Investments Ltd has been executed
Tecnotree Corporation ("Tecnotree") has on 18 September 2018 published the definitive subscription agreement with Fitzroy Investments Limited ("Fitzroy") on the final terms regarding an equity investment in Tecnotree in the maximum total amount of 5 million euros (the "Investment"). At the date hereof, the conditions precedent for the first tranche of the Investment specified in the subscription agreement have been fulfilled and the closing of the first tranche of the Investment has occurred (the "Closing").
In connection with the Closing, Tecnotree has offered 52,555,040 new shares in Tecnotree (the "Shares") for subscription to Fitzroy with the total subscription price of 2.09 million euros at a price per share of about 0,04 euros (the "Share Offering"). Furthermore, Tecnotree has offered for subscription to Fitzroy 72,444,960 freely assignable and transferable warrants (the "Warrants") entitling, but not obligating, their holder to subscribe for 72,444,960 new shares in Tecnotree with the total subscription price of 2.91 million euros at a price per share of about 0,04 euros within one (1) year from the date hereof (the "Warrants Offering"). The issuance of the Shares and the Warrants was resolved by the board of Tecnotree under the already existing authorization granted by the extraordinary general meeting of Tecnotree on 14 September 2017.
In connection with the Closing, Fitzroy has subscribed for the Shares and the Warrants offered to it through the Share Offering and the Warrants Offering in full and, at the date hereof, the board of Tecnotree has approved the subscriptions in full.
Tecnotree raised gross proceeds of 2.09 million euros through the Share Offering. The subscription price of the Shares has been paid to Tecnotree and shall be recorded in the reserve for invested unrestricted equity. The Shares represent approximately 29.99% ownership in Tecnotree. As a result of the Share Offering, the total number of shares in Tecnotree will increase to 175,183,468. The Shares are of the same class as the existing shares in Tecnotree. The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register, which is estimated to take place approximately on 1 October 2018.
The Shares subscribed for in the Share Offering shall be issued as book-entries and recorded in the book-entry system maintained by Euroclear Finland Ltd after the registration of the Shares with the Finnish Trade Register. The Shares shall be entered into the subscriber's book-entry account approximately on 1 October 2018 first as interim shares representing the Shares. The interim shares shall not be applied to be admitted to trading on NASDAQ Helsinki Ltd. The interim shares will be combined with Tecnotree's present class of shares (ISIN code FI0009010227, trading symbol TEM1V) and listed for trading on the main list of NASDAQ Helsinki Ltd together with the other shares of Tecnotree's present class of shares once Tecnotree has published a prospectus which is expected to take place by 31 October 2018.
MORE INFORMATION
Harri Koponen, the Chairman of the Board of Tecnotree, tel. +358 40 1922 464
Padma Ravichander, CEO, tel. +97 156 414 1420
Tecnotree in brief:
Tecnotree is a global supplier of telecom IT software products and solutions, for charging, billing, customer care, messaging and content management services. Tecnotree’s product portfolio comprises virtually the full range (order-to-cash) business management solutions for telecom operators, with standard solutions for fixed networks, mobile services and broadband and for managing subscriptions, services and cash flows for prepaid and post-paid customers.
Tecnotree is listed on Nasdaq Helsinki Ltd. (TEM1V). For more information, please visit www.tecnotree.com.
Appendix 1 - Terms of Share Offering
Appendix 2 - Terms of Warrants Offering
Appendix 1
TERMS AND CONDITIONS OF DIRECTED SHARE ISSUE
Based on the authorization granted by the extraordinary general meeting of the shareholders of Tecnotree Corporation (the "Company") on 14 September 2017, the Board of Directors of the Company has on 24 September 2018 resolved to offer 52,555,040 new shares in the Company (the “Shares”) for subscription to Fitzroy Investments Limited ("Fitzroy") under the following terms and conditions.
1. SUBSCRIPTION RIGHT
In deviation from the pre-emptive subscription right set forth in Chapter 9, Section 3 of the Finnish Limited Liability Companies Act (624/2006, as amended), 52,555,040 Shares in the Company shall be offered for subscription to Fitzroy in a directed share issue of the Company.
There is a weighty financial reason for the Company to deviate from the pre-emptive subscription right of the current shareholders of the Company, since the Shares are a part of the Company's financing arrangement agreed with Fitzroy and such a financing arrangement is necessary for the Company to continue its operations.
2. SUBSCRIPTION PRICE
The subscription price of the Shares is about EUR 0.04 per share and EUR 2,090,000.00 in total for all the Shares offered for subscription. The subscription price is based on the negotiations between the Company and Fitzroy.
The subscription price shall be recorded in the reserve for invested unrestricted equity of the Company.
3. SUBSCRIPTION and payment of the shares
The subscription period of the Shares shall commence on 24 September 2018 at 11:00 Finnish time and end on 24 September 2018 at 11:30 Finnish time. The subscription of the Shares shall take place at the head office of the Company or in another manner approved by the Board of Directors of the Company. By virtue of a resolution of the Board of Directors the Company, the subscription period can be suspended or extended.
Upon subscription, payment for the Shares subscribed for shall be made to the bank account designated by the Company. The subscription price shall be paid in cash.
4. PAYMENT PERIOD OF THE SHARES
The subscription price of the Shares shall be paid no later than 24 September 2018 in accordance with the instructions given by the Board of Directors of the Company. By virtue of a resolution of the Board of Directors the Company, the payment period can be extended.
5. SHAREHOLDER RIGHTS
The Shares are of the same class as the existing shares in the Company. The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.
6. REGISTRATION OF THE SHARES TO BOOK-ENTRY ACCOUNT AND TRADING
The Shares subscribed for in the share issue and fully paid shall be issued as book-entries and recorded in the book-entry system maintained by Euroclear Finland Ltd after the registration of the Shares with the Finnish Trade Register. The Shares shall be entered into the subscriber's book-entry account approximately on 1 October 2018 first as interim shares representing the Shares. The interim shares shall not be applied to be admitted to trading on Nasdaq Helsinki Ltd. The interim shares will be combined with Tecnotree's present class of shares (ISIN code FI0009010227, trading symbol TEM1V) and listed for trading on the main list of NASDAQ Helsinki Ltd together with the other shares of Tecnotree's present class of shares once Tecnotree has published a prospectus which is expected to take place by 31 October 2018.
7. GOVERNING LAW AND DISPUTE RESOLUTION
The share issue, the Shares and the interim shares shall be governed by the laws of Finland. Any dispute, controversy or claim arising out of or in connection with the share issue shall be settled by a competent court in Finland.
8. OTHER ISSUES
The Board of Directors of the Company may resolve on amendments and specifications, considered as technical and/or not considered as essential, to these terms and conditions.
These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the Finnish version shall prevail.
Appendix 2
Tecnotree Corporation (the "company") Warrant Plan 1-2018
Based on the authorization granted by the extraordinary general meeting of shareholders on 14 September 2017, the Company’s Board of Directors has on 24 September 2018 resolved to issue warrants (the “Warrants”) to Fitzroy Investments Limited ("Fitzroy") on the following terms and conditions. In addition to the issuance of the Warrants, the Company's Board of Directors has simultaneously agreed to issue new shares in the Company (the "Tranche 1 Shares") to Fitzroy in a directed share issue resolved on the date hereof.
I Warrant terms and conditions
1. Number of warrants
The maximum number of Warrants to be issued is 72,444,960, and they entitle their holder to subscribe for a maximum of 72,444,960 new shares in the Company.
2. Right to Warrants
The Warrants shall be issued free of charge to Fitzroy. The Company has a weighty financial reason for the issuance of the Warrants, since the Warrants are a part of the Company's financing arrangement agreed with Fitzroy and such financing arrangement is necessary for the Company to continue its operations.
3. Subscription of Warrants
The Warrants are subscribed in connection with the subscription of the Tranche 1 Shares.
The Board of Directors of the Company approves the subscription of the Warrants at the same time when it approves the subscription of the Tranche 1 Shares, i.e. approximately on 24 September 2018.
II Share subscription terms and conditions
4. Right to subscribe for shares
Each Warrant entitles its holder to subscribe for one (1) new share in the Company. The share subscription price shall be recorded in the Company’s reserve for invested unrestricted equity.
5. Share subscription and payment
The subscription period for the shares subscribed for on the basis of the Warrants shall be 24 September 2018 – 24 September 2019.
Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.
Share subscriptions shall take place at the head office of the Company or in another manner approved by the Board of Directors. Upon subscription, payment for the shares subscribed for shall be made to the bank account designated by the Company. The Board of Directors shall decide on all measures concerning the share subscription.
6. Share subscription price
The share subscription price is about EUR 0.04 per share and the total subscription price should all the Warrants be exercised shall be EUR 2,910,000.00. The share subscription price is based on the negotiations between the Company and Fitzroy.
7. Shareholder rights
The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered into the Trade Register.
8. Share issues, stock options and other special rights entitling to shares before share subscription
Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares so that the shareholders have preferential subscription rights, the owner of a Warrant shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.
9. Rights in certain cases
Should the Company distribute dividends or assets from reserves of unrestricted equity, the share subscription price of the Warrants shall be decreased by the amount of the dividend per share or the amount of the distributable unrestricted equity decided before the share subscription, as per the dividend record date or the record date of the repayment of equity.
Should the Company reduce its share capital by distributing share capital to the shareholders, the share subscription price of the Warrants shall be decreased by the amount of the distributable share capital per share decided before share subscription, as per the record date of the repayment of share capital.
Should the Company be placed in liquidation before the share subscription, the Warrant owners shall be given an opportunity to exercise their share subscription rights, within a period of time determined by the Board of Directors. Should the Company be deregistered, before the share subscription, the Warrant owner shall have the same right as, or an equal right to, that of a shareholder.
Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the Warrant owners shall, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for shares with their Warrants, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors may give a Warrant owner the right to convert the Warrants into warrants issued by the other company, in the manner determined in the merger or demerger plan, or in a manner otherwise determined by the Board of Directors. After such period, no share subscription right or conversion right shall exist. The same process shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as a European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another Member State of the European Economic Area. The Board of Directors shall decide on the impact of potential partial demerger on the Warrants. In the above situations, the Warrant owners shall have no right to require that the Company redeems the Warrants from them at fair value.
Acquisition or redemption of the Company’s own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the Warrant owner. Should the Company, however, resolve to acquire or redeem its own shares from all shareholders, the Warrant owners shall be made an equivalent offer.
Should a redemption right and obligation to all of the Company’s shares, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, arise to any of the shareholders, prior to the end of the share subscription period, on the basis that a shareholder possesses over 90 per cent of the shares and the votes of the shares of the Company, the Warrant owners shall be given a possibility to use their right of share subscription by virtue of the Warrants, within a period of time determined by the Board of Directors, or the Warrant owners shall have an equal obligation to that of shareholders to transfer their Warrants to the redeemer.
III Other matters
The Company may maintain a register of the Warrant owners to which the Warrant owners' personal data is recorded. The Company may send all announcements regarding the Warrants to the Warrant owners by mail to the latest address available to the Company and/or as a stock exchange release.
The subscriber is entitled to freely assign and transfer the Warrants to any third party.
These terms and conditions shall be governed by the laws of Finland. Disputes arising out of or relating to these Warrants shall be settled by a competent court in Finland.
The Board of Directors may decide on amendments and specifications to these terms and conditions which are considered as technical and/or not considered as essential.
These Warrant terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the Finnish version shall prevail.