Incap Corporation The Board of Directors of Incap Corporation has resolved on a rights issue and publishes its terms and conditions
Incap Corporation Stock Exchange Release 26 October 2020 at 4.30 p.m. EET.
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The Board of Directors of Incap Corporation has resolved on a rights issue and publishes its terms and conditions
The Extraordinary General Meeting of Incap Corporation (the ”Company”) held on 23 October 2020 authorised the Board of Directors of the Company to resolve on a rights issue in accordance with the shareholders’ pre-emptive subscription right. Pursuant to the abovementioned authorisation, the Board of Directors of the Company has today resolved to issue a maximum of 1,455,056 new shares in the Company (the “Offer Shares”) in accordance with the shareholders’ pre-emptive subscription right (the “Offering”).
The Offering in Brief
- The Company aims to raise through the Offering gross proceeds of approximately EUR 10.9 million by offering a maximum of 1,455,056 Offer Shares for subscription.
- The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their holding of existing shares (the “Existing Shares”).
- A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of 28 October 2020 of the Offering (the “Record Date”) or, in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right as a book-entry for every three (3) Existing Shares owned on the Record Date (the “Subscription Right”).
- The subscription price is EUR 7.50 per Offer Share (the “Subscription Price”).
- The subscription period will commence on 2 November 2020 at 10:00 and expire on 16 November 2020 at 16:30 Finnish time (the “Subscription Period”).
- The Subscription Rights are subject to trading on Nasdaq Helsinki Ltd between 2 November 2020 at 10:o0 and 10 November 2020 at 18:30 Finnish time.
- The Offer Shares will carry the right to receive full dividends and other distribution of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register and in the shareholders’ register of the Company, on or about 20 November 2020.
- The Company will publish the prospectus approved by the Finnish Financial Supervisory Authority (the “Prospectus”) on or about 27 October 2020.
- The Company’s shareholders Oy Etra Invest Ab, Joensuun Kauppa ja Kone Oy, K22 Finance Oy, Kari Kakkonen and the Company’s board member Carl-Gustaf von Troil have irrevocably undertaken to subscribe for Offer Shares with a total minimum of EUR 3.8 million. These commitments correspond to approximately 34.7% of the Offer Shares. Pursuant to submitted subscription commitments, Oy Etra Invest Ab and Joensuun Kauppa ja Kone Oy will both individually subscribe for over 5.0 percent of the Offer Shares. The commitments have been given under customary terms, including that no party giving a commitment has an obligation to subscribe for Offer Shares in such a way that the subscriber’s holding in the Company would increase to 30.0% of the votes in the Company.
- UB Securities Ltd is the lead manager of the Offering.
Background of the Offering and Use of Proceeds