ESPOO, Finland, Dec. 2, 2002 (PRIMEZONE) -- The shareholders of Proha Plc are invited to the Extraordinary General Meeting to be held on Friday, December 20, 2002 at 1:00 p.m. in World Trade Center, Aleksanterinkatu 17, 00100 Helsinki.
The following issues will be dealt with in the meeting:
1. CONVERTIBLE LOAN
The Board of Directors of Proha Plc (the Company) proposes to the Extraordinary General Meeting of Shareholders to issue a convertible loan (the Loan) in accordance with the terms and conditions enclosed hereto.
Subscription of the Loan
The Board of Directors proposes that the Loan will be offered for subscription to a maximum of one hundred professional investors named at the extraordinary general meeting of shareholders. The maximum amount of the Loan is EUR 8,000,000.
Deviation from the pre-emptive subscription right of the shareholders is proposed in order to improve the capital structure of the Company and secure the financing of operations of and acquisitions by the Company. The Board of Directors views that there are important economic grounds from the Company's point of view to deviate from the shareholders' pre-emptive right of subscription.
Issue Price of the Loan
The issue price of the Loan is proposed to be determined in a book building process.
Conversion Rate
The conversion rate of the Loan to the shares of the Company is proposed to be determined in a book building process in a manner that the conversion rate is based upon the market value of the Company's shares.
The Loan notes may be converted into an estimated number of 12,800,000 shares of the Company, corresponding to an increase of EUR 3,328,000 in the share capital of the Company if, in determining the conversion rate of the Loan, the share price is 0.625 (the maximum conversion price according to the subscription undertaking).
In determining the conversion rate, the price of the Company's share shall, however, be at least the book value of the share, i.e., EUR 0.26, in which case the Loan notes may be converted into a maximum of 30,769,231 shares of the Company, corresponding to a maximum increase of EUR 8,000,000 in the share capital of the Company.
Inner Circle
Certain persons entitling to subscribe for the Loan belong to the inner circle of the Company. A maximum amount of EUR 6,000,000 of the Loan may be offered for subscription to persons belonging to the inner circle of the Company. The aggregate amount of the shares and the shares to be subscribed for by virtue of previously issued stock options owned by persons belonging to the inner circle of the Company correspond to 51.1 percent of the share capital and votes of the Company. Assuming that all such persons subscribe for the total amount of the Loan offered to them, convert in total the Loan they subscribed to and that the Loan is otherwise subscribed for and converted into shares in total and assuming further that, in determining the conversion rate of the Loan, the price of the Company's share shall be EUR 0.625 (the maximum conversion price according to the subscription undertaking), such holdings may increase to a maximum of 55.5 percent.
Offering of the Loan
The Loan will be offered for subscription to a maximum of one hundred professional investors selected by the Board of Directors.
Conditional Undertaking to Subscribe
Pohjola Non-Life Insurance Company Ltd has undertaken to subscribe for the Loan with maximum of EUR 2,000,000. According to the subscription undertaking the maximum conversion price shall be the weighted average price of the Company's share during the ten trading days preceding the extraordinary general meeting of shareholders deciding upon the Loan increased by 25 percent, however, not exceeding of EUR 0.625 per share A precondition for the subscription of the Loan in accordance with the Subscription Undertaking is that Mr. Pekka Pere, the President and CEO of the Company, enters into a similar subscription.
2. USING THE PREMIUM FUND TO COVER THE LOSS SHOWN ON THE ADOPTED BALANCE SHEET FROM EARLIER FISCAL YEARS
The Board proposes to the Extraordinary General Meeting to use 897,879.03 euros from the premium fund to cover the loss shown on the adopted balance sheet from earlier fiscal years.
The Documents
The Board of Directors' aforementioned proposals and the documents mentioned in the Companies Act will be displayed for the shareholders to view starting December 13, 2002 in the company's head office at Maapallonkuja 1 A, 02210 Espoo.
Right to participate in the meeting
The right to participate in the Extraordinary General Meeting rests with the shareholders who have been entered as shareholders in the Shareholder Register kept by the Finnish Central Securities Depository Ltd., no later than December 10, 2002, or who are entitled to participate in the General Meeting by the Companies Act, Chapter 3 a, Section 4 (2).
Notification of attendance
A shareholder who wishes to participate in the Extraordinary General Meeting shall inform the company's head office by Tuesday December 10, 2002, 4.00 p.m. at the latest either by writing to the address Proha Plc, Maapallonkuja 1 A, 02210 Espoo, by telephoning the number +358-20-4362 000, by faxing to +358-20-4362 500, or by emailing to the address aija.syvanen@proha.com. The notification of attendance must reach the company before the end of the notification time. The shareholders are requested to give their name and social security number or Business ID. Possible powers-of-attorney are requested to be send to the same address before the end of the notification time. Voting tickets will be dealt at the scene of the meeting.
PROHA PLC
Board of Directors
Appendix 1
Terms and Conditions of the Convertible Loan
I TERMS AND CONDITIONS OF THE LOAN
1. Amount of the Loan
The total amount of the Loan is a maximum of EUR 8,000,000 and it shall be divided into convertible loan notes with the nominal value of EUR 1,000 each.
2. Temporary Certificates
A temporary certificate stating the subscribed amount of the Loan shall be issued to each subscriber of the Loan as soon as the subscription has been paid for and approved.
3. Subscription Rights
The Loan shall be issued, in deviation from the shareholders' pre-emptive subscription right, to a maximum of 100 professional investors named in the resolution of the shareholders' meeting.
Deviation from the pre-emptive subscription right of the shareholders is proposed in order to improve the capital structure of the Company and secure the financing of operations of and acquisitions by the Company.
4. Issue Price
The issue price of the Loan is [ ] percent.
5. Subscription Period and Payment of Subscriptions
The Loan shall be subscribed on December 20, 2002. The subscription price shall be paid to the bank account informed by the Company on December 30, 2002, at the latest.
6. Place of Subscription
Subscriptions shall be made at the offices of PCA Corporate Finance Oy at Etelaranta 12, Helsinki, Finland.
7. Approval of Subscriptions
The subscriptions shall be approved by the shareholders' meeting. In the case of over-subscription, the shareholders' meeting shall decide upon adjustments to the subscriptions. In the case of under- subscription the Board of Directors shall decide upon offering of the Loan and approval of the subscriptions.
8. Term of Loan
The term of the Loan shall be five (5) years, unless otherwise provided in Section I.10 below. The issue of the Loan shall be dated, and the loan period shall commence on, December 30, 2002. The loan will mature and shall be repaid in one installment on December 30, 2007.
9. Interest
A fixed interest of 6.00 percent per annum shall be paid on the Loan. The interest period of the Loan shall commence annually on January 1 and end on December 31, the first interest period being from December 30, 2002 to December 31, 2003. Interest shall be paid annually on December 31, the first interest being paid, however, on December 31, 2003, to the bank account notified to the Company by the Loan holder. Interest will not be paid for the interest period during which the Loan is converted into the shares of the Company.
10. Maturity of the Loan
i) Repayment on the Maturity Date
The principal of the Loan, which has not been converted into shares of the Company, together with any accrued but unpaid interest, shall be repaid in one installment on the date of maturity of the Loan to the bank account notified to the Company by the Loan holder.
ii) Repayment before the Maturity Date
Beginning after three years from the issue date of the Loan, the Company shall have the right at any time to repay the Loan in its entirety or in part together with any accrued but unpaid interest, provided that a) the weighted average price of the Company's share for the ten trading days prior to the notice of early call exceeded the Conversion Price referred in Section II.3 below by at least 100 percent, and b) that the Company's share price shall exceed the Conversion Price at the time of repayment by at least 100 percent.
The intended repayment will be notified to the Loan holders in writing at least 60 days prior to the date of the repayment. Such notice shall be made to the address notified to the Company by the Loan holder in connection with the subscription of the Loan or to such other address notified by the Loan holder to the Company in writing after the subscription of the Loan. If the Loan holder elects to convert instead of repayment determined in this Section, the Loan holder shall request such conversion of the Loan to the shares by a written conversion notice to the Board of Directors of the Company no later than 14 days prior to the repayment.
II TERMS AND CONDITIONS OF CONVERSION
1. Conversion Right
A holder of the Loan shall have a right to convert the Loan into new shares of the Company at any time during the conversion period referred below.
2. Conversion Period and Conversion Place
The conversion period shall commence when the Loan has been registered with the Trade Register and end two banking days before repayment in accordance with the terms and conditions on repayment referred in Section I.10 above.
The conversion of the Loan shall take place at PCA Corporate Finance Oy. The Loan shall be converted in accordance with the instructions given by PCA Corporate Finance Oy.
3. Conversion Rate
Each convertible loan note with the nominal value of EUR 1,000 can be converted into [ ] new shares of the Company with book value of EUR 0.26 each (the Conversion Rate). Thus, the calculatory conversion price for each share is EUR [ ] (the Conversion Price).
The Conversion Rate and the Conversion Price shall, however, always be defined in a manner that the amount received for each share at conversion is at least the book value of the share.
If the holder of the convertible loan note upon conversion of the convertible loan notes is to receive a fraction of a share, the fraction shall be paid in cash. The price of the share shall be determined based upon the weighted average price of the Company's share on the trading day preceeding the day when the conversion notice is given to the Board of Directors of the Company. If a Loan holder simultaneously converts several convertible loan notes into shares, the number of shares shall be calculated from the total number of Loan notes converted.
4. Increase in Share Capital as a Result of Conversion
Following the conversion of the Loan, the share capital of the Company can be increased by a maximum of EUR [ ] corresponding to a maximum of [ ] new shares of the Company.
5. Shareholder Rights
The shares received through the conversion of the Loan entitle to dividends from the financial year during which the convertible loan notes have been converted into shares. Other shareholder rights shall commence when the increase of the share capital has been registered with the Trade Register.
6. Rights of Loan Holders in Certain Cases
Should the Company before the conversion increase its share capital through an issue of new shares, or issue new convertible loans or stock options and the subscription right or right to receive such instruments is based on shareholding in the Company, the Loan holder shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors of the Company.
Should the Company before the conversion increase its share capital by way of a bonus issue, the Conversion Rate shall be amended in a manner that the ratio to the share capital of the shares to be subscribed for by virtue of the Loan remains unchanged.
If the Company reduces its share capital before the subscription for shares, the Conversion Rate shall be adjusted accordingly in the manner specified in the resolution to reduce the share capital.
If the Company during the term of the Loan is placed in liquidation, the Loan shall mature after ninety (90) days from the date the liquidation has been registered with the Trade Register. The Loan shall have the same priority as other unsecured obligations of the Company and it can be used to set-off of counter claims.
According to Section II.2 of the terms and conditions of the Loan, the conversion period shall commence from the date the Loan has been registered with the Trade Register and end at the date of maturity of the Loan. Thus, the merger, division, acquisition of own shares, redemption right or redemption obligation pursuant to the Securities Market Act or the Companies Act, winding up of the Company or change from a public limited company to a private limited company shall have no effect on the terms and conditions of the Loan other than that:
i) no conversion right shall exist after merger or division; and ii) the Loan shall mature in a case of winding up of the Company.
Should the book value of a share of the Company be changed in a manner that the share capital of the Company remains unchanged, the Conversion Rate shall be modified in a manner that the total book value and the total calculatory conversion price of the shares to be received at conversion remain unchanged.
If the Company during the term of the Loan resolves to issue new stock options to its management or personnel, which entitle to an aggregate of more than eight percent of the shares of the Company on a fully-diluted basis at the date of the issue of the Loan, the Conversion Price and the Conversion Rate shall be amended for the part exceeding such eight percent in a manner that the portion of the shares received at the conversion of the Loan from the total amount of shares remains unchanged. The Board of Directors of the Company shall decide on the detailed adjustments to the Conversion Price.
If the Company during the term of the Loan resolves to pay dividends exceeding 1/3 of the operating profit for the relevant financial year of the Company, the Conversion Price shall be adjusted accordingly.
The Board of Directors of the Company shall decide on the detailed adjustments to the conversion price. Operating profit shall mean the profit before extraordinary items according to the consolidated profit and loss statement of the Company.
7. Dispute Resolution
Any dispute arising out of or in relation to the Loan shall be settled by arbitration in accordance with the Rules of the Board of Arbitration of the Finnish Central Chamber of Commerce.
III. OTHER MATTERS
The Board of Directors of the Company shall decide upon other matters regarding the Loan and the subscriptions. The Board of Directors shall have the right to carry out all decisions, calculations and definitions in connection with the implementation and interpretation of these terms and conditions as well as to decide upon other matters in respect of the Loan. The Board of Directors may decide upon entry of convertible loan notes issued under the Loan to the book-entry securities systems and upon technical amendments to these terms and conditions caused by the transfer. The relevant documents regarding the Loan are available for inspection at the head office of the Company in Espoo, Finland.
More information
PROHA PLC
CEO Pekka Pere tel. +358 20 4362 000 pekka.pere@proha.com www.proha.com
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