Incap Oyj: Notice to Extraordinary General Meeting
(Thomson Reuters ONE) -
Incap Corporation
Stock Exchange Release 31 July 2013 at 8.35 a.m.
NOTICE TO EXTRAORDINARY GENERAL MEETING
The Board of Directors of Incap Corporation summon the shareholders of Incap
Corporation to the Extraordinary General Meeting to be held on Wednesday, 21
August 2013 at 3 p.m. at BANK at the address Unioninkatu 20, 00130 Helsinki. The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 2.30 p.m.
A. Matters on the agenda of the General Meeting
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Election of members of the Board of Directors
Shareholders who represent more than 50% of the shares and votes in the company
have informed to propose to the Extraordinary General Meeting that due to the
changes in the company's ownership the composition of the Board be changed so
that Fredrik Berghel and Olle Hulteberg be elected as new members to the Board
of Directors, and of the present members of the Board of Directors Raimo
Helasmäki, Susanna Miekk-oja and Lassi Noponen be re-elected to the Board of
Directors. The persons have given their consent to the election. The members of
the Board of Directors will be elected for a period beginning in the
Extraordinary General Meeting and ending in the first Annual General Meeting
following the General Meeting, in which they were elected.
Personal data of the persons proposed to the Board of Directors are available in
Annex 1.
7. Approval of transaction
The Board of Directors of Incap Corporation will propose to the Extraordinary
General Meeting that it would resolve on its part to approve the herein
described conditional transaction between the company and Inission AB, in which
the uniting of Incap and Inission will be carried out by Incap Corporation
acquiring Inission AB's subsidiaries' shares and business operations.
As published on 22 July 2013, the comprehensive arrangement agreed between
Inission AB and Incap Corporation on 21 July 2013 includes an option for
Inission AB to combine and unite Inission AB's business operations with Incap
Corporation. Inission AB has right but no obligation to use the option. The use
of the option shall be, however, notified by Inission AB by the end of the year
2013. In addition to notification on the use of the option and an approval of
the Extraordinary General Meeting, the consummation of the transaction is
conditional to the granting of the exemption by the Finnish Financial
Supervisory Authority regarding an obligation to bid and to the approval from
Inission AB's financial partners.
The purchase price of Inission AB's subsidiaries' shares and business operations
is SEK 70.1 million. The purchase price has been determined based on the actual
result of Inission AB for the years 2011 and 2012 and for January-June 2013. In
connection with the evaluation of the value of Inission AB's subsidiaries'
shares and business operations the Board of Directors of Incap Corporation has
requested and received an opinion from an independent Swedish firm, Hjalmarsson
& Partners Corporate Finance AB, specialised in corporate finance and value
related financial assignments. Pursuant to Hjalmarsson & Partners Corporate
Finance AB's opinion, the purchase price for Inission AB's subsidiaries' shares
and business operations may be considered to be fair from Incap Corporation's
point of view.
If the transaction is consummated in accordance with the agreement conditions,
Incap Corporation will pay the purchase price by directing a new share issue to
Inission AB in two phases.
In the first phase Inission AB shall be entitled to subscribe for new shares
issued by Incap Corporation corresponding to 70% of the purchase price
calculated for business operations and the shares in the subsidiaries of
Inission AB. The issue price of the payment shares will be the volume-weighted
average closing market price in NASDAQ OMX Helsinki for the two weeks' period
ending one day prior to the date when Inission AB gives to Incap Corporation the
notice on the use of the option, however a minimum of 0.07 euro and a maximum of
0.135 euro per share. The number of payment shares to be subscribed by Inission
AB shall be determined by dividing the relevant part of the purchase price with
the issue price of the payment shares.
Inission AB undertakes for a period ending eight months after the first date of
listing of the payment shares in NASDAQ OMX Helsinki issued to Inission AB in
the above-mentioned first phase, without the consent of Incap Corporation, not
to offer, sell, short sell, pledge or otherwise transfer or convey directly or
indirectly any of shares in Incap Corporation or any options or warrants
entitling to such shares, with exception for a possible intervention by the
Finnish Financial Supervisory Authority, except to the extent reasonably
required in order to be able to pay indemnities in relation to the transaction.
In the second phase, two weeks after the publication of Incap Corporation's
annual accounts 2013, Incap Corporation pays the rest of the transaction by
issuing new shares of Incap Corporation corresponding to 30% of the purchase
price calculated for the Inission AB's business operations and the shares in the
subsidiaries. The issue price of the shares used for the payment of the
remaining 30% of the purchase price will be the volume-weighted average closing
market price in NASDAQ OMX Helsinki for the two weeks' period starting on the
next day after the release of the annual accounts of Incap Corporation, however
a minimum of 0.07 euro per share and a maximum of 0.20 euro per share. The
number of payment shares to be subscribed by Inission AB shall be determined by
dividing the relevant part of the purchase price with the issue price of the
shares.
If Inission AB uses its option and the transaction is carried out in full,
Inission AB will own at least ca. 83,633,115 and at a maximum of ca.
146,315,126 Incap Corporation's issued and outstanding shares and voting rights
(estimation is based on EUR/SEK exchange rate of 8.5). After the completion of
the transaction Inission AB will own at least 51% but not more than about 64% of
Incap Corporation's issued and outstanding shares and voting rights.
As a consequence of the transaction, the relative proportion of Incap
Corporation's shareholders' holdings of shares will decrease. Based on the
figures presented above the shares issued and subscribed represent approximately
at least 51% and a maximum of 108% of all shares and votes in the company prior
to the transaction and after the transaction approximately at least 34% and a
maximum of 52% of all shares and votes. Inission AB's final ownership is
determined by Incap Corporation's share price when the option is used, and the
last part (30%) of the purchase price is calculated in February 2014. The share
of ownership is partly dependent also on the development of EUR/SEK exchange
rate.
According to the estimates of the two companies, post-merger Incap-Inission will
be able to achieve annual revenue in excess of EUR 100 million while earning a
profit within the next two years.
Information on Inission AB:
Inission AB is a limited liability company incorporated and existing under the
laws of Sweden. Inission AB owns 100% of the issued and outstanding shares in
companies Inission Triab AB, Inission Göteborg AB, Inission Munkfors AB,
Inission Tallinn OÜ, and Inission MikroMakarna AB.
Inission AB is a contract manufacturer that has a total revenue of approximately
SEK 268 million in 2012 (approximately EUR 30.8 million) and an operating profit
(EBIT) of approximately SEK 16.1 million (approximately EUR 1.9 million). The
company has some 190 employees in Sweden and in Estonia. The company is located
in Stockholm, Gothenburg, Munkfors, Pajala and Tallinn. Inission provides
tailored manufacturing and logistics services in the field of industrial
electronics, specialising in medical technology, the automotive and marine
industries, and measurement and control technology. The company began operations
in the 1970s and is privately held.
Inission has a solid financial position. Total assets of Inission AB at the end
of 2012 amounted to SEK 131.5 million, including MikroMakarna which was acquired
in December 2012. Net working capital at the end of 2012 amounted to SEK 45.8
million. At the end of 2012, the net debt was SEK 23 million, equity ratio 32%
and gearing ratio 56%. Sales split between the subsidiaries was as follows:
Munkfors 41%, Göteborg 21%, MikroMakarna 21%, TRIAB 9% and Tallinn 8%. Inission
AB has posted above market average EBITDA margins in 2011, 2012 and January-June
2013.
Summary of financials of Inission AB and its subsidiaries is available in Annex
2.
Inission AB has a comprehensive sales network and an effective operating model
that has been applied to accomplish a return to profitability in the operations
of electronics contract manufacturing companies acquired by Inission. Combining
these strengths with Incap Corporation's established customer base and global
volume production capacity will create a new entity that has a strong
competitive position in the global market and can be a significant player in the
consolidation of the northern European EMS industry.
Incap Corporation's Board of Directors has prior to this notice to the
Extraordinary General Meeting of the company received commitments representing
2/3 of Incap Corporation's independent shareholders that they approve the above-
described transaction and will in Incap Corporation's Extraordinary General
Meeting vote for the uniting of Incap Corporation and Inission AB. Transaction
costs with respect to the above-described transaction are expected to be on a
customary level compared to similar transactions in general.
8. Resolution on consulting agreement arrangement
Due to the changes of ownership in the company, as informed in Stock Exchange
Releases on 22 July 2013, the Board of Directors of Incap Corporation will
propose to the Extraordinary General Meeting that it would resolve to approve
the consulting agreement arrangement between Incap Corporation and Inission AB
as described below and to authorise the Board of Directors to negotiate and
decide on further details of the agreement.
According to the agreement Olle Hulteberg, Fredrik Berghel and Stig Leander
would work for Incap Corporation on the assignments given by the Board of
Directors and report directly to the Board of Directors. Each consultant would
be used by the company for at least three days a week at a daily fee
corresponding with current market prices. For the company, the consulting
agreement would mean a total cost of approx. EUR 250,000 (using exchange rate 1
SEK = 0.115 EUR). In addition, the consultants would be provided with the
necessary working equipment and their travel expenses would be compensated. The
agreement would be valid for a fixed period and end on 31 January 2014.
9. Closing of the meeting
B. Documents of the General Meeting
The personal data on the persons who have been proposed as members of the Board
of Directors as well as the summary of financials of Inission AB and its
subsidiaries are attached to this notice. Proposals to the General Meeting are
also available on Incap Corporation's website at www.incap.fi/Investors and at
the meeting. Copies of them and this notice will be sent to shareholders upon
request. The minutes of the Extraordinary General Meeting will be available on
the above-mentioned website as from 3 September 2013.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 9 August 2013 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Extraordinary General Meeting. A shareholder, whose shares
are registered on his/her personal book-entry account in Finland, is registered
in the shareholders' register of the company.
A shareholder, who wants to participate in the General Meeting, shall register
for the meeting no later than on Friday, 16 August 2013 at 4 p.m. by giving a
prior notice of participation.
Such notice can be given:
a) by e-mail (hannele.polla(at)incap.fi);
b) by telephone +358 40 5048 296;
c) by fax +358 9 224 4095; or
d) by mail to Incap Corporation/EGM, Valuraudankuja 7, 00700 Helsinki.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, telephone number and the name and personal
identification number of a possible assistant or proxy representative. The
personal data given to Incap Corporation is used only in connection with the
General Meeting and with the processing of related registrations. The
shareholder, his/her authorised representative or proxy representative shall,
where necessary, be able to prove his/her identity and/or right of
representation in the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she on
the record date of the General Meeting would be entitled to be registered in the
shareholders' register of the company held by Euroclear Finland Ltd. The right
to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Ltd. by 16 August 2013 by 10
a.m. at the latest. As to the nominee registered shares, this constitutes a due
registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholder's register of the
company, the issuing of proxy documents and registration for the Extraordinary
General Meeting from his/her custodian bank.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise
his/her rights at the meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the General
Meeting.
Eventual proxy documents should be delivered in originals to Incap
Corporation/Extraordinary General Meeting, Valuraudankuja 7, 00700 Helsinki
before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the
General Meeting has the right to request information with respect to the matters
to be considered at the meeting.
On the date of this notice to the Extraordinary General Meeting, the total
number of shares and votes in Incap Corporation is 109.114.035.
In Helsinki, 31 July 2013
INCAP CORPORATION
Board of Directors
Further information:
Sami Mykkänen, President and CEO, tel. +358 40 559 9047 or +372 555 379 05
Kirsti Parvi, CFO, tel. +358 50 517 4569 or +372 555 620 35
Hannele Pöllä, Director, Communications and IR, tel. +358 40 504 8296
ANNEXES
Personal data of the persons proposed to the Board of Directors
Summary of financials of Inission AB and its subsidiaries
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.incap.fi
INCAP IN BRIEF
Incap Corporation is an internationally operating contract manufacturer whose
comprehensive services cover the entire life-cycle of electromechanical products
from design and manufacture to maintenance services. Incap's customers include
leading equipment suppliers in energy efficiency and well-being technologies,
for which the company produces competitiveness as a strategic partner. Incap has
operations in Finland, Estonia, India and China. The Group's revenue in 2012
amounted to EUR 64.1 million and the company currently employs approximately
600 people. Incap's share is listed on the NASDAQ OMX Helsinki since 1997.
Additional information: www.incap.fi.
Personal data of the persons proposed to the Board of Directors:
http://hugin.info/120192/R/1719974/572527.pdf
Summary of financials of Inission AB and its subsidiaries:
http://hugin.info/120192/R/1719974/572528.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Incap Oyj via Thomson Reuters ONE
[HUG#1719974]
Unternehmensinformation / Kurzprofil:
Datum: 31.07.2013 - 07:35 Uhr
Sprache: Deutsch
News-ID 283267
Anzahl Zeichen: 18988
contact information:
Town:
Helsinki
Kategorie:
Business News
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