Prospectus approved concerning the rights issue resolved by Incap Corporation on 25 May 2015

Incap Corporation  
Stock Exchange Release           25 May 2015 at 2.45 pm (EET)

PROSPECTUS APPROVED CONCERNING THE RIGHTS ISSUE RESOLVED BY INCAP CORPORATION ON 25 MAY 2015

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 Financial Supervisory Authority has today approved the prospectus drafted in accordance with the Finnish Securities Markets Act (746/2012, as amended) related to the rights issue resolved by the Board of Directors of Incap Corporation (the “Company”) on 25 May 2015. In the rights issue the Company offers based on the pre-emptive subscription right of its shareholders in maximum 109,114,035 new shares in the Company for subscription. The Company has disclosed the terms and conditions for the rights issue in their entirety earlier today by a stock exchange release.

The prospectus includes certain previously non-disclosed information, which according to the Company may have a material impact on the value of its securities. Such information is as follows:

  • The return on equity presented from the year 2014 is 55.8 per cent in the Company’s key ratios in the prospectus (previously announced 15.4 per cent) and from the year 2013 it is 689.5 per cent (previously announced 725.7 per cent). The change is based on the change of the formula used in the calculation of the key ratio taking into account both the continuing and discontinued operations;
  • The return on investment presented from the year 2014 is 14.9 per cent in the Company’s key ratios in the prospectus (previously announced 11.2 per cent) and from the year 2013 it is -30.4 per cent (previously announced -33.6 per cent). The change is based on the change of the formula used in the calculation of the key ratio taking into account both the continuing and discontinued operations;
  • Compared to the information included in the Financial Statements of the Company on 31 December 2014, the following changes have taken place in the debt position of the Company during 1 January 2015 and 30 April 2015:

    • The Company has paid EUR 282,428 of its bank loans in Finland;
    • The Company has closed the Finnish factoring credit agreement whose balance on 31 December 2014 was EUR 607,841 and opened in Estonia a EUR 500,000 factoring credit agreement whose balance on 30 April 2015 was approximately EUR 300, 000;
    • The Company has continued its Indian bank loan / credit account guarantee until 30 June 2015. On 30 April 2015 the used amount of the limit was approximately MEUR 1.0;
    • As per 30 April 2015 the credit account in Finland was used up to MEUR 1.3;
    • The cash balance of the Company on 30 April 2015 was approximately MEUR 2.2 and net debt approximately MEUR 6.2.

The investors are instructed to acquaint themselves with the entire prospectus and especially the description of the risk factors in the prospectus.

In addition, Inission AB has informed the Company that the Finnish Financial Supervisory Authority has granted an exemption to it so that Inission AB has no duty to launch a public tender offer in accordance with the Finnish Securities Markets Act (746/14.12.2012, as amended) even if its ownership in the Company would exceed 50 per cent of the votes related to all shares in the Company pursuant to the use of the preferred subscription rights within the right issue resolved today by the Company’s Board of Directors. A prerequisite to the exemption is that in the event Inission AB’s ownership due to the use of its preferred subscription rights in the rights issue would exceed 50 per cent of the votes related to all the shares in the Company, Inission AB shall not acquire or subscribe more shares in the Company or otherwise increase its voting rights in the Company.

The prospectus is available in Finnish language as from 25 May 2015 at the reception of the registered office of the Company, at Keilaranta 4, 02150 Espoo, Finland on weekdays during the normal office hours and in the electronic form on the website of the Company at the internet www.incapcorp.com/investors-f/  and as from 26 May 2015 at www.fim.com/.

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