Decisions of Incap Corporation’s Extraordinary General Meeting
Incap Corporation’s Extraordinary General Meeting was held on Thursday, 9 September 2010 at 3 p.m. in Helsinki. A total of 11 shareholders participated in the meeting, representing a total of 20.11 % of all shares and votes. The minutes of the Extraordinary General Meeting are available at the company’s website as from 21 September 2010.
The Extraordinary General Meeting approved the proposal made by the Board of Directors concerning a directed issue. The company’s capital structure will be strengthened by issuing a minimum of 4,000,000 and a maximum of 4,500,000 new shares, waiving the shareholders’ pre-emptive rights, by offering subscription right to professional investors, the Board of Directors and the members of the management team as well as to those of existing shareholders, who hold at least 100,000 shares on 14 September 2010.
There is a weighty economic reason for the company to deviate from the shareholders’ pre-emptive subscription right, because the directed share issue is aimed at strengthening the company’s capital and financing structure as well as at financing the development of the company’s international business operations.
The subscription price for each share shall be paid in full to the company’s bank account on 28 September 2010 at the latest. The subscription price is 0.64 euros, which is the volume-weighted average price of the share on 1-31 August 2010 in the NASDAQ OMX Helsinki Ltd.
Subscription right shall be exercised on 20-28 September 2010. The company has authorised Nordea Bank Finland Plc to accept subscriptions in their banks and in Nordea Private Banking units during their normal opening hours.
Payable amount will be registered in full in the reserve of invested unrestricted equity. New shares are entitled to dividend as from the date of the registration of the new shares.
The Board of Directors is authorised to decide on the division of subscription rights among the subscribers in case of eventual oversubscription of shares as well as on any other issues relating to the share issue.
The company aims at entering the new shares to the trade register as soon as possible after the acceptance of the subscriptions. The application for taking the new shares into a public trading at the Helsinki Exchanges is estimated to be made by end of October at the latest, and the company is publishing a prospectus for this purpose.