Incap Corporation to arrange rights issue of approx. 2.2 MEUR in relation to which the company has received conditional subscription commitments amounting to approx. 1.4 MEUR

Incap Corporation      
Stock Exchange Release    25 May 2015 at 10.45 (EET)

INCAP CORPORATION TO ARRANGE RIGHTS ISSUE OF APPROXIMATELY 2.2 MEUR IN RELATION TO WHICH THE COMPANY HAS RECEIVED CONDITIONAL SUBSCRIPTION COMMITMENTS AMOUNTING TO APPROXIMATELY 1.4 MEUR

The information in this stock exchange release is not intended to be disclosed or distributed, directly or indirectly partly or in whole, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in the United States or in any other country where the disclosure or distribution of this stock exchange release would be contrary to law. 

The Board of Directors of Incap Corporation (the “Company”) has today resolved on the rights issue of approximately 2,2 MEUR to its shareholders, and on the terms and conditions for the share issue (the “Share Issue”). In the Share Issue, the Company offers to its shareholders based on the pre-emptive subscription right of the shareholders at the most 109,114,035 new Company shares (the “New Shares”) for subscription. The Share Issue is carried out in order to strengthen the Company’s working capital and capital structure as well as to fulfil the demand of funding required for the growth of the Company.

The CEO of Incap Ville Vuori says: “The structural measures we have taken have led Incap to the right direction: our revenue has grown well in the first quarter of 2015, and in the second quarter of 2014 our EBIT turned positive. The EBIT in the first quarter of 2015 already exceeded 9 per cent of revenue. The growth and improved profitability have rebuilt trust towards the company among all our stakeholders. With the funds acquired through this Share Issue, we will secure further business growth, for which we have now laid a very solid base.”

The subscription price for the New Share in the Share Issue is 0.02 EUR per share (the “Subscription Price”). The Subscription Price has been defined in a way that it takes into account the share price of the Company, the need for financing of the Company and the alternatives available for satisfying such need. The Subscription Price for the Share Issue shall in whole be entered into the fund of the invested unrestricted equity of the Company.

In the Share Issue the New Shares are offered to the Company’s shareholders for subscription in proportion to their shareholdings in the Company on the Share Issue’s record date on 27 May 2015 (the “Record Date”). A Company’s shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the Record Date or as regards the nominee-registered shares, the shareholder on whose behalf the shares are recorded in the shareholder’s register on the Record Date, will automatically receive one (1) freely transferable Preferred Subscription Right (as defined below) in the form of electronic book-entry entitling to subscribe for a New Share for each Company share held on the Record Date. The Company’s shareholder or the person or entity, to which the Preferred Subscription Rights have been transferred, is entitled to subscribe the New Shares in accordance with the Subscription Ratio as described below in more detail (the “Preferred Subscription Right”).

The Company’s shareholder, who is registered in the Company’s shareholders’ register on the Record Date or as regards the nominee-registered shares, the shareholder on whose behalf the shares are recorded in the shareholders’ register on the Record Date, and who has fully used its Preferred Subscription Right, is entitled to subscribe for the New Shares that have not been subscribed on the basis of the Preferred Subscription Right (the “Secondary Subscription Right”). The Secondary Subscription Right is not transferable. (The Preferred Subscription Right and the Secondary Subscription Right hereinafter together the “Subscription Right”).

The holder of the Preferred Subscription Right is entitled to subscribe with one (1) Preferred Subscription Right one (1) New Share (the “Subscription Ratio”).

The Preferred Subscription Rights are freely negotiable and subject to public trading on the official list of NASDAQ OMX Helsinki Ltd (Helsinki Stock Exchange) during the period between 1 June 2015 and 15 June 2015. The ISIN code of the Preferred Subscription Rights is FI4000153994 and the trading symbol is ICP1VU0115.

The subscription period for the Share Issue shall begin on 1 June, 2015 at 9:30 and end on 22 June 2015 at 16:00 (the “Subscription Period”). The Subscription Rights that have not been used by the end of the Subscription Period shall expire with no value.

The Company will disclose the final result of the Share Issue through a stock exchange release after the Company’s Board of Directors has approved the subscriptions on or about 24 June 2015.

The Board of Directors shall resolve on other matters related to the Share Issue and on any practical measures related thereto.

The terms and conditions for the Share Issue are attached to this stock exchange release.  

Inission AB, Oy Etra Invest Ab and Ilmarinen Mutual Pension Insurance Company of the current shareholders of the Company have committed to subscribe for New Shares in accordance with the terms and conditions of the Share Issue by subscribing for such number of the New Shares that corresponds to their pro rata proportions of the Company’s outstanding shares provided that the Subscription Period expires latest by the end of August 2015. The subscription commitments cover approximately 64 per cent of the New Shares and approximately 1.4 million euro of the maximum amount of the Share Issue.

Pursuant to the information received by the Company, Inission AB has applied for exemption from the duty to make a mandatory public tender offer in accordance with the Finnish Securities Markets Act (746/14.12.2012, as amended) even if its ownership based on the use of its Preferred Subscription Rights within the Share Issue would exceed 50 per cent of the votes related to all the shares of the Company. Pursuant to Inission AB, it anticipates to receive a ruling to its application on or about today on 25 May 2015.

With relation to the Share Issue, the Company has submitted a Finnish language prospectus drafted in accordance with the Finnish Securities Markets Act (746/2012, as amended) to the Financial Supervisory Authority for approval. The Company expects to receive the approval on or about today. The Company will separately disclose the approval of the prospectus and its availability.

Jonver Capital Oy acts as the financial advisor and Bird & Bird Attorneys Ltd. acts as the legal advisor to Incap in the Share Issue.

To be noted:

This stock exchange release must not be interpreted as a direct or indirect offer to sell or acquire the securities, and none of the securities will be sold in areas where it is contrary to law to offer, acquire or sell securities before the registration of such securities or before an exception has been granted or an approval has been issued in accordance with the applicable securities legislation.

The information of this stock exchange release does not constitute an offer to sell securities in the United States, and securities subject to this release shall not be offered or sold in the United States unless they have been registered in accordance with the Securities Act of 1933 (including amendments) and provisions and regulations issued under the Act or unless the registration requirement has been waived. No offer to sell the securities or no part of such offer is or will be registered in the United States, and the securities will not be offered to the public in the United States.

In Helsinki, 25 May 2015

INCAP CORPORATION
Board of Directors

Further information:
Ville Vuori, President and CEO, tel. +358 400 369 438
Kirsti Parvi, CFO, tel. +358 50 517 4569

Distribution:
NASDAQ OMX Helsinki Ltd
Principal media
www.incapcorp.com

INCAP IN BRIEF
Incap Corporation is an international contract manufacturer whose comprehensive services cover the entire life-cycle of electromechanical products from design and sourcing to actual manufacture and further to maintenance services. Incap’s customers are leading suppliers of high-technology equipment in their own business segments, and Incap increases their competitiveness as a strategic partner. Incap has operations in Finland, Estonia, India and China and the company currently employs approximately 380 people. Incap’s share has been listed on the NASDAQ OMX Helsinki Ltd since 1997. Additional information: www.incapcorp.com

APPENDIX: TERMS AND CONDITIONS OF THE SHARE ISSUE

Unofficial translation from the original Finnish language terms and conditions of the Share Issue

TERMS AND CONDITIONS OF THE SHARE ISSUE

The Company’s Extraordinary General Meeting’s share issue authorization on 7 May 2015

Based on the decision of the Extraordinary General Meeting of the Company held on 7 May 2015, the Company’s Board of Directors has been granted an authorization pursuant to which the Company’s Board of Directors is authorized to decide on a share issue to the shareholders of the Company in proportion to the current shareholdings in the Company (rights issue) so that the maximum number of new shares to be issued based on the authorization is 109,114,035 new shares of the Company. The Board of Directors is entitled to decide on any other terms and conditions of the share issue.

The authorization remains in force until one year as of the resolution of the General Meeting. The authorization does not revoke the earlier authorizations for share issues.

Board of Director’s decision on the Share Issue

The Board of Directors has resolved on 25 May 2015 on a share issue (the “Share Issue”) pursuant to the authorization granted to it by the Extraordinary General Meeting of the Company on 7 May 2015. In the Share Issue, the Company will offer a maximum of 109,114,035 new shares of the Company (the “New Shares”) for the Company’s existing shareholders for subscription in accordance with the terms and conditions of the Share Issue set out below. The Company has disclosed the terms and conditions of the Share Issue through stock exchange release on 25 May 2015.

Grounds for the Share Issue and the use of the profits

The maximum amount of the Share Issue is EUR 2,182,280.70.

The Share Issue is carried out in order to strengthen the Company’s working capital and capital structure as well as to fulfil the demand of funding required for the growth of the Company.

Preferred Subscription Right

The New Shares are offered to the Company’s shareholders for subscription in proportion to their shareholdings in the Company on the Share Issue’s record date of 27 May 2015 (the “Record Date”).

A Company shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the Record Date or as regards the nominee-registered shares, the shareholder on whose behalf the shares are recorded in the shareholder’s register on the Record Date will automatically receive one (1) freely transferable Preferred Subscription Right (as defined below) in the form of electronic book-entry entitling to subscribe for a New Share for each Company share held on the Record Date.

The Company’s shareholder or the person or entity, to which the Preferred Subscription Rights have been transferred, is entitled to subscribe for the New Shares in accordance with the Subscription Ratio as described below in more detail (the “Preferred Subscription Right”).

Secondary Subscription Right

The Company’s shareholder, which is registered in the Company’s shareholders’ register on the Record Date or as regards the nominee-registered shares, the shareholder on whose behalf the shares are recorded in the shareholder’s register on the Record Date, and who has fully used its Preferred Subscription Right, is entitled to subscribe for the New Shares that have not been subscribed on the basis of the Preferred Subscription Right (the “Secondary Subscription Right”). The Secondary Subscription Right is not transferable. (The Preferred Subscription Right and the Secondary Subscription Right hereinafter together “Subscription Right”).

Subscription Ratio

The holder of the Preferred Subscription Right is entitled to subscribe with one (1) Preferred Subscription Right one (1) New Share (the “Subscription Ratio”).

Subscription Price

The subscription price of a New Share is EUR 0.02 per New Share (the “Subscription Price”) in the Share Issue. The Subscription Price is defined in such a way that it takes into account the Company’s share’s market price, the Company’s financial needs and the options available to the Company to satisfy those needs.

The maximum amount of new equity collected through the Share Issue is EUR 2,182,280.70.

The Subscription Price will be recorded in the invested unrestricted equity reserve of the Company in its entirety.

The Subscription Price includes a discount of approximately 80 per cent in comparison to the Company’s share’s closing rate EUR 0.02 in NASDAQ OMX Helsinki Oy (Helsinki Stock Exchange) on 22 May 2015, the preceding trading day of the decision of the Share Issue.

Subscription Period

The Subscription Period under the Preferred Subscription Right and under the Secondary Subscription Right will commence on 1 June 2015 at 9:30 am and end on 22 June 2015 at 4:00 pm (the “Subscription Period”). In order to take part in the Share Issue, the holder of the Subscription Right shall give its subscription order in accordance with the instructions of its book-entry account operator. In the event a shareholder does not receive instructions through its book-entry account operator, the shareholder shall contact FIM Sijoituspalvelut Oy acting as subscription venue, to give the subscription order. Book-entry account operators, who have agreed with FIM Sijoituspalvelut Oy on the forwarding of their customers’ subscriptions, receive the subscription orders during their office hours and can set a separate deadline for the subscription, which is prior to the expiry of the Subscription Period.

The Subscription Right holder must pay special attention to the fact that the Subscription Right holder gives the instructions regarding the Share Issue to the holder’s book-entry account operator in compliance with the set time limits. Some book-entry account operators tend to sell the unused Preferred Subscription Rights on behalf of their clients on the basis of the asset management agreements on the Helsinki Stock Exchange. Thus, they may instruct their clients to give their subscription orders in good time before the end of the period for public trading of the Preferred Subscription Rights. In particular, when purchasing Preferred Subscription Rights near the end of the Subscription Period, the subscription order should be given in connection with the buying order. The Subscription Rights that are unused after the Subscription Period will lapse without value.

The Company’s Board of Directors is entitled to resolve on the extension for the Subscription Period during the Subscription Period or during the extended Subscription Period.

Subscription venue

The Subscription venue for both the Preferred and Secondary Subscription Rights is the customer service of FIM Sijoituspalvelut Oy during its office hours, phone +358 (0)9 6134 6250. Incoming calls for Customer Service are recorded.

Also the book-entry account operators that have agreed with FIM Sijoituspalvelut Oy on the forwarding of their customers’ subscriptions receive the Share Issue’s Preferred Subscription Right and Secondary Subscription Right subscription orders.

Exercise of Subscription Right and the payment

A holder of the Subscription Right may participate to the Share Issue by subscribing for the New Shares by using the Subscription Rights on holder’s book-entry account and by paying the Subscription Price therefor.

In order to make the subscription, the holder of the Subscription Rights shall make a subscription order in accordance with the instructions of its own book-entry account operator, or if the holder does not get the subscription instructions from the holder’s book-entry account operator, the holder should be in contact with the subscription venue specified in these terms of the Share Issue in order to make the subscription.

Other investors participating in the Share Issue, including the holders of the Preferred Subscription Rights that are purchased from the Helsinki Stock Exchange, shall give the subscription order in accordance with the instructions given by the holder’s own securities custodian or book-entry account operator. Those shareholders and other investors participating in the Share Issue, whose shares or Preferred Subscription Rights are registered in the nominee’s or other custodian’s name, must make the subscription order according to the instructions provided by its own nominee.

Subscription orders should be given on the book-entry account basis.

A subscription made on the basis of Preferred Subscription Right and Secondary Subscription Right is binding and cannot be altered, revoked, withdrawn or cancelled in other situations than in accordance with the terms and conditions of the Share Issue described in the section “Cancellation of subscriptions in certain circumstances”.

The Subscription Rights which have not been used before the expiry of the Subscription Period, 22 June 2015 at 4:00 pm, will expire with no value.

The Subscription Price must be paid in its entirety in connection with the making of subscription according to the instructions given by the subscription venue or the book-entry account operator.

Cancellation of Subscriptions in certain circumstances

In accordance with the Finnish Securities Markets Act (14.12.2012/746, as amended), the error or defect in the prospectus or material new information which comes out after the approval of the prospectus but before the end of validity of the tender or taking security into the public trading in the regulated market and which could be of material importance to investors, has to be brought to public’s notice by publishing the amendment or supplement of the prospectus in the same way as the prospectus. Investors, who have committed to subscribe or purchase the securities prior the publishing of the amendment or supplement of the prospectus, are entitled to cancel their decisions within the time limit which is a minimum of two (2) business days from the publication of the amendment or supplement. The condition for the use of the cancellation right is, in addition, that the above-mentioned error, defect or material new information has come out prior to the securities having been delivered to the investors.

The Company will report the actions relating to the cancellation by the stock exchange release simultaneously with the possible supplement of the prospectus (the “Prospectus”).

Transferability and public trading of the Subscription Rights

The Preferred Subscription Rights are freely assignable during the whole Subscription Period. Public trading of the Preferred Subscription Rights on the Helsinki Stock Exchange will commence on 1 June 2015 and expire on 15 June 2015. Trading is possible within the standard trading hours. The price of the Preferred Subscription Rights in the Helsinki Stock Exchange will be determined by the prevailing market conditions. The Preferred Subscription Rights can be acquired or transferred by giving a sell or purchase assignment to one’s own custodian or book-entry account operator or to any securities broker.  

The ISIN code of the Preferred Subscription Rights is FI4000153994 and the trading symbol is ICP1VU0115.

Approval of the subscriptions and publications of the final result of the Share Issue

The Board of Directors of the Company will approve all the subscriptions made on the basis of Preferred Subscription Rights in accordance with the terms and conditions of the Share Issue and applicable laws and regulations which are valid in the expiration of the Subscription Period.

In the over-subscription situation regarding the subscriptions made on the basis of the Secondary Subscription Rights, the subscriptions of the Company’s those shareholders (including shareholders whose shares are nominee-registered) who have fully used their Preferred Subscription Rights will be approved in proportion to their shareholdings in the Company on the Record Date, up to the maximum amount of their subscriptions. No interest will be paid for the refundable payments in the over-subscription situation of the subscriptions made on the basis of the Secondary Subscription Rights or otherwise. Payments will be refunded approximately during three (3) business days from the disclosure of the final result of the Share Issue.

The Company will publish the final result of the Share Issue through a stock exchange release after the Company’s Board of Directors has approved the subscriptions on or about 24 June 2015. No confirmation letters of approval or rejection of subscriptions will be sent except for the acceptance letter sent approximately on 25 June 2015 on the basis of the subscriptions made by the Secondary Subscription Rights.

Registration of the New Shares to the Trade Register, recording New Shares to book-entry accounts and trading of the New Shares

The New Shares acceptably subscribed by the Subscription Rights will be issued in book-entry form in the book-entry securities system maintained by Euroclear Finland Ltd. The New Shares subscribed on the basis of Preferred Subscription Rights will be recorded to subscriber’s book-entry account as interim shares representing the New Shares (the “Interim Shares”) after subscription.

Trading of the Interim Shares representing the New Shares will commence on the Helsinki Stock Exchange as a separate class of shares approximately on 23 June 2015, on the first business day after the expiration of Subscription Period (or extended Subscription Period). The ISIN code of the Interim Shares is FI4000154000 and the trading symbol is ICP1VN0115. The Interim Shares will be combined with the Company’s present class of shares (the ISIN code FI0009006407, trading symbol ICP1V) when the New Shares have been registered to the Trade Register. Such combination is expected to occur on or about 30 June 2015.

The New Shares subscribed and paid in the Share Issue will be registered to the Trade Register by the Company’s Board of Directors on or about 29 June 2015 and brought to public trading on or about 1 July 2015.

Payments and expenses

No transfer tax is payable on the subscription of the New Shares. Book-entry account operators and securities brokers who exercise assignments regarding the Subscription Rights may charge a brokerage fee for these assignments in accordance with their own price lists. Book-entry account operators may also charge a fee for the maintenance of the book-entry account and the custody of shares in accordance with their price list.

Shareholder Rights

The New Shares will carry the right to receive full dividends possibly paid by the Company and the other shareholder rights in the Company from the registration of the New Shares to the Trade Register on or about 29 June 2015.

Foreign shareholders

The Company has not undertaken any measures to register or qualify Subscription Rights, Interim Shares, New Shares or Share Issue or to offer New Shares somewhere else than in Finland nor will the New shares be offered to persons whose participation in the Share Issue would require a separate prospectus or other measures than those required by the Finnish law. The legislations of some countries may set limits for participation in the Share Issue. The Company and its advisers require that persons who possess these terms and conditions of the Share Issue or prospectus drafted for the Share Issue shall obtain relevant information concerning these restrictions and that they shall follow them. The Company or its advisers shall not be liable if the persons who possess these terms and conditions of the Share Issue or the prospectus break these restrictions regardless of whether these persons are potential subscribers of New Shares directly on the basis of Subscription Rights given to them or whether they have acquired the Subscription Rights in public trading.

Available documents

The documents related to the Share Issue are available as of 25 May 2015 on the Company’s website: www.incapcorp.com/investors-f/.

Applicable law and dispute resolution

The Share Issue, Subscription Rights, Interim Shares and New Shares shall be governed by Finnish law. Any disputes arising out of or in connection with the Share Issue will be settled by the court of competent jurisdiction in Finland.

Other Issues

The Board of Directors will resolve on any other issues relating to the Share Issue and practical matters relating thereto.