AI assistant
Solteq Oyj — Share Issue/Capital Change 2012
Apr 4, 2012
3341_rns_2012-04-04_be4f63d1-d3ec-47d6-bf2b-623084b87cb2.html
Share Issue/Capital Change
Open in viewerOpens in your device viewer
SOLTEQ PLC'S PROSPECTUS PUBLISHED, ADMITTING THE NEW SHARES OF SOLTEQ PLC INTO PUBLIC TRADING
SOLTEQ PLC'S PROSPECTUS PUBLISHED, ADMITTING THE NEW SHARES OF SOLTEQ PLC INTO PUBLIC TRADING
SOLTEQ PLC STOCK EXCHANGE RELEASE 4.4.2012 at 3:00PM
Not to be published or distributed in the United States of America, Canada,
Australia, Hong Kong or Japan, or in any other state in which distribution or
publication would be illegal.
Solteq Plc will today publish a prospectus in Finnish, which concerns the
company's directed issue of shares, published with a stock exchange release on
20.3.2012 ("Issue"). The Financial Supervisory Authority has accepted the
prospectus today.
The prospectus is available from 4.4.2012 electronically on the Company's
website in Finnish at the address www.solteq.com. The prospectus is also
available free of charge in paper form from the Company's head office at:
Solteq Plc, Eteläpuisto 2 C, FI-33200 Tampere, tel. 020 14444, during normal
business hours and from NASDAQ OMX Helsinki Oy's service point at Fabianinkatu
14, FI-00130 Helsinki.
Solteq has compiled the prospectus with the sole purpose of listing the new
shares subscribed in the Issue for trade. The prospectus is neither an offer
nor tender offer to subscribe or purchase the company's shares in the Issue or
otherwise.
The new shares subscribed in the directed issue of Solteq Plc - a total of
2.849.632 shares - will be admitted into public trading in Nasdaq OMX Helsinki
Oy as of April 5, 2012, together with the old shares. The Financial Supervisory
Authority has given its authority to publish the prospectus later than two bank
days before public trading is started. As of April 5, 2012, a total of
14.998.061 shares will be in public trading.
The prospectus contains following previously unpublished and unaudited pro
forma information.
Some unaudited Solteq Plc Concern statement of accounts information.
The following, unaudited pro forma group statement of accounts information is
presented with the purpose of illustrating the effects of the acquisition of
Aldata Solution Finland Ltd.
On 20.3.2012, Solteq Plc announced it was to buy the entire share capital of
Aldata Solution Finland Ltd for EUR 8.300 thousand EUR, and on 22.3.2012 it
announced that the transaction had been executed on that day. The pro forma
adjustments illustrate:
-- The acquisition of Aldata Solution Finland Ltd and
-- The financial arrangements implemented by Solteq Plc to carry out the
acquisition.
The presented, unaudited pro forma Group income statement from 1.1.-31.12.2011
has been compiled as if the acquisition of Aldata Solution Finland Ltd and its
funding had taken place on 1.1.2011. The unaudited pro forma Group balance
sheet has been compiled as if these transactions had taken place on 31.12.2011.
According to the IFRS 3 Business Combination standard, the combination of
businesses refers to a business transaction or other event, in which the
procuring party receives authority in one or more business operations. One
combining corporation is deemed to have received authority in another combining
corporation once it has more than half of the rights to vote in another
corporation. The standard in question has been applied when compiling the pro
forma information and Solteq is considered to be the procuring party.
The acquisition of Aldata Solution Finland Ltd is presented following the
acquisition method. In the pro forma information, the acquisition cost is
preliminarily allocated to acquired assets and liabilities based on market
prices. The final bookkeeping processing of the combination of Solteq's and
Aldata Solution Finland Ltd will be compiled in accordance with IFRS based on
the final acquisition price and the market prices of Aldata Solution Finland
Ltd's itemised assets and liabilities on the date when authority was
transferred.
Solteq's management has compiled pro forma corrections based on available
information and various assumptions which the management believe to be
well-founded. The pro forma corrections and assumptions are explained in the
pro forma notes. Other information contained in the pro forma information is
presented to give additional information for analysis.
Solteq's management has compiled the unaudited pro forma Group information
presented solely for illustrative purposes. The pro forma information concerns
an assumed situation and does not therefore give any indication as to the
nature of the actual result of operations or what the financial position would
have been if the depicted arrangements had taken place during the times set
above. In the future, results may fundamentally deviate from the unaudited pro
forma Group information given below and do not necessarily indicate Solteq's
future financial position or result. In no part has the unaudited pro forma
Group information taken into account coming costs, charges or expected savings
in costs.
The unaudited pro forma Group statement of account information presented in the
Offering Circular published on 4.4.2012 is to be checked together with Solteq
Plc's and Aldata Solution Finland Ltd's historic statement of accounts
information and their appendices and with the information contained in the
offering circular.
Pro Forma Solteq Aldata Aldata Aldata Acquis Financ Pro
Comprehensive Plc Solutio Solution Solution ition ial forma
result IFRS n Finland Finland (5) arran total
(thousand (1) Finland Ltd IFRS Ltd gement
EUR) Ltd FAS correctio eliminati s (6) (2) ns (3) ons (4)
REVENUE 27 144 13 344 -1 229 39 259
Other income 15 165 897 1 077
Materials and
services
Materials -3 757 -2 377 587 -5 547
and
supplies
External -2 625 -2 181 -4 806
services
Costs arising
from
employee
benefits
Salaries -11 -4 106 -15 637
530
Social -1 985 -703 -2 688
security
expenses,
pensions
Social -650 -206 -856
security
expenses,
other
Amortisation -750 -230 96 -357 36 -1 206
Other income -4 408 -2 302 40 15 -483 -229 -7 367
OPERATING 1 453 1 239 135 -462 -840 704 2 230
RESULT
Financial
income and
expenses
Interest 24 14 39
income
and other
financial
income
Interest -198 -39 -1 -142 -380
expenses
and other
financial
expenses
PROFIT/LOSS 1 280 1 214 134 -462 -840 563 1 889
BEFORE
EXTRAORDINAR
Y ITEMS
Extraordinary 0 -1 270 1 270 0
income and
expenses
PROFIT BEFORE 1 280 -56 1 404 -462 -840 563 1 889
APPROPRIATIO
NS AND TAXES
Deferred -383 -330 66 219 -146 -575
taxes
RESULT FOR 897 -56 1 074 -396 -621 417 1 314
THE
FINANCIAL
PERIOD
Other
comprehensiv
e income:
Cash flow 8 0 8
hedges
Taxes related -2 0 -2
to cash flow
hedge
Other 6 0 6
comprehensiv
e income, net
of tax
COMPREHENSIVE 903 -56 1 074 -396 -621 417 1 320
INCOME
Pro Forma Solteq Aldata Aldata Aldata Acquis Financi Pro
Balance Plc Solution Solution Solution ition al forma
sheet IFRS Finland Finland Finland (5) arrang total
(thousands (1) Ltd FAS Ltd IFRS Ltd ements
EUR) (2) correction eliminati (6)
s (3) ons (4)
ASSETS
NON-CURRENT
ASSETS
Intangible
assets
Intangib 74 27 2 344 2 445
le
rights
Goodwill 6 199 134 534 -668 6 127 12 326
Other 1 707 0 168 -168 1 707
intangi
ble
assets
Tangible
assets
Land and 151 0 -151 0
water
Building 1 402 0 -1 402 0
s
Machiner 689 96 57 843
y and
equipme
nt
Other 21 26 47
tangibl
e assets
Investments
Other 524 0 524
shares
Total 10 767 283 759 -835 8 471 -1 553 17 892
non-curren
t assets
CURRENT
ASSETS
Inventories
Ready 0 110 110
product
s
Receivables
Trade 4 183 1 496 5 679
receiva
bles
Other 72 4 76
receiva
bles
Internal 2 644 -2 644 0
receiva
bles
Prepayme 2 075 230 372 2 677
nts and
accrued
income
Cash in 277 0 750 -8 300 9 085 1 811
hand and
at banks
Current 6 607 4 484 0 -1 522 -8 300 9 085 10 353
assets
total
TOTAL 17 374 4 767 759 -2 358 171 7 532 28 245
ASSETS
LIABILITIES
EQUITY
Share 1 009 400 -400 1 009
capital
Reserve -834 0 -834
for own
shares
Share 74 375 -375 74
premium
reserve
Hedging -14 0 -14
reserve
Translat 0 0 0
ion
differe
nce
Distribu 3 801 1 616 -1 616 2 985 6 785
table
equity
reserve
Retained 1 909 -2 134 609 -463 1 724 677 2 322
earning
s
Total 5 946 257 609 -463 -667 3 662 9 343
equity
LIABILITIES
Long-term
liabilitie
s
Financia 1 950 0 33 2 772 4 755
l
liabili
ties
Short-term
liabilitie
s
Financia 2 218 0 25 685 2 929
l
liabili
ties
Trade 1 438 696 2 133
payable
s
Advances 0 0 0
(net)
Intra-gr 0 1 894 -1 894 0
oup
debts
Other 1 039 333 1 372
debts
Deferred 0 0 25 66 488 220 799
tax
liabili
ties
Accruals 4 046 1 587 67 -67 350 193 6 176
and
deferre
d income
Provisio 737 0 737
ns
Total 11 429 4 510 150 -1 895 838 3 870 18 902
liabilitie
s
TOTAL 17 374 4 767 759 -2 358 171 7 532 28 245
LIABILITIE
S
Pro forma notes:
(1) This column shows Solteq Plc's Group result and balance sheet from
1.1.-31.12.2011 (audited), which is compiled and presented in accordance with
IFRS.
(2) This column shows Aldata Solution Finland Ltd's result and balance sheet
from 1.1.-31.12.2011 (audited), which is compiled and presented in accordance
with FAS.
(3) This column contains the changes which relate to bringing the presentation
of information, which is presented in accordance with FAS by Aldata Solution
Finland Ltd, into line with IFRS guidelines. Income statement items are taken
into account in the column with the assumption that the acquisition would have
taken place on 1.1.2011. The balance sheet regards the acquisition as having
taken place on 31.12.2011.
The depreciation of goodwill recorded in the separate company, in ASF, 134
thousand EUR, will be annulled. The awarded group contribution, 1.270 thousand
EUR, will be adjusted from the income statement and instead recorded against
earnings of previous financial periods. The column takes note of the effect on
taxes of the group contribution, 330 thousand EUR. The depreciations of
goodwill made in the SPV, 534 thousand EUR, will be re-recognised on the
balance sheet. In accordance with the IFRS regulations, the product development
to be capitalised, 168 thousand EUR, will be recognised on the balance sheet.
The product development costs in question in the separate company, in ASF are
presented as annual costs. The product development costs recorded in the in the
separate company, in ASF for the financial period in 2011 do not meet IFRS
capitalisation criteria. Financial leasing is presented as depreciations and
interest expenses by adjusting the operation's other expenses. Financial
leasing equipment, 57 thousand EUR, will be capitalised and the corresponding
long-term liability, 33 thousand EUR and short-term liability, 25 thousand EUR,
will be recognised on the balance sheet. In accordance with IFRS, the subsidies
received for capitalised product development expenses, 67 thousand EUR, will be
presented in accruals and deferred income. The tax effect of IFRS corrections
has been taken into account.
(4) Items remaining outside of the Corporate acquisition are taken into account
in this column. In addition, in this column the selling Group's internal
assets and liabilities have been eliminated, and the net position after
elimination has been presented in the balance sheet's cash and cash
equivalents. The customer relationship of a single, overseas customer is left
outside of the acquisition, so the related revenue 1.229 thousand EUR and
expenses 1.092 thousand EUR have been eliminated. Royalties to the Aldata
Group, 505 thousand EUR, have been recognised in variable costs. The sales
profit, 165 thousand EUR relating to intangible rights outside of the corporate
acquisition, has been recognised in other income. The capitalised product
development costs related to these, 168 thousand EUR, have been eliminated. At
the same time, the subsidy entry corresponding to product development costs, 67
thousand EUR, has been eliminated. For the aforementioned items, the column
takes into account the positive net influence of tax, 66 thousand EUR.
Goodwill, 668 thousand EUR, has been eliminated, as the goodwill will be
re-allocated in the acquisition calculations. In connection with the corporate
acquisition, of the 77 individuals employed by Aldata Solution Finland Ltd,
three will transfer to Aldata Solution Plc, after which 74 individuals will
work at Aldata Solution Finland Ltd. In the pro forma calculations, the share
of the three individuals transferring to work for Aldata Solution Plc has not
been eliminated from the personnel expenses, as the item in question is of low
significance.
Internal receivables and debts of Aldata Solution Finland Ltd
Receivables Receivables from companies in the same Group
Thousand EUR
Trade receivables 312
Loans receivables 2 332
Other receivables 0
Prepayments and accrued income 0
Total 2 644
Internal receivables have been entirely eliminated.
Debts Debts to companies in the same Group
Thousand EUR
Trade payables 945
Other debts 915
Accruals and deferred income 34
Total 1 894
Internal debts have been entirely eliminated.
(5) This column describes the acquisition of Aldata Solution Finland Ltd and,
for illustrative purposes, the acqusition cost calculation compiled on the
situation as on 31.12.2011. The acquisition cost is around EUR 8.300 thousand.
Costs relating to the acquisition, 350 thousand EUR, as well as 133 thousand
EUR of transfer tax have been expensed in accordance with IFRS 3 at the time of
their creation. The depreciations calculated from the intangible rights,
allocated during acquisition, 357 thousand EUR, are presented in the income
statement. The allocation of purchasing price for the situation on 31.12.2011
is preliminary. The final allocation of the purchasing price will be compiled
by the date of transfer of authority, 22.3.2012, in accordance with IFRS 3,
based on the market value of Aldata Solution Finland Ltd's itemised assets and
liabilities. Because of this, the final allocation of purchasing price may
deviate from the preliminary allocation presented in this combined, unaudited
pro forma information.
In the pro forma information, the purchasing price is allocated as follows
according to the view of Solteq's management (thousand EUR):
Acquisition price 8 300
Aldata Solution Finland Ltd's net assets based on book value 403
Customer relations 608
Technology 1 736
Deferred taxes - 574
Goodwill 6 127
Corrections of market value for other intangible rights reflect the value of
Solution Finland Ltd's customer base and the technology in use. The
depreciation periods for allocated intangible rights are as follows: customer
relations 8 years, technology 5 or 10 years.
The deferred tax debt, 574 thousand EUR, is calculated from the difference
between the market value and taxation value of intangible rights. Goodwill,
6.127 thousand EUR, will be tested for reduction in value on a yearly basis.
Costs of 350 thousand EUR relating to the acquisition will be presented in
accruals and deferred income, and their effect on tax in deferred taxes. Costs
(taking into account tax effect) relating to acquisition have been taken into
account in equity.
The final acquisition calculations, including the definition of market values,
will be compiled within 12 months of the acquisition. Amounts dealt with as
preliminary may be corrected to take into account such new information which
concerns facts and conditions prevailing at the time of acquisition.
(6) This column illustrates the financial arrangements for the funding of the
acquisition of Aldata Solution Finland Ltd. The funding is organised with the
help of three different instruments. Assets received through the arrangement,
by which commercial property shares are sold to Mutual Insurance Company Fennia
and the premises are leased back over a ten year fixed-term tenancy agreement,
are around 2.450 thousand EUR in calculations (transfer tax deducted). A share
of the acquisition is funded by loans amounting to around 3.500 thousand EUR.
The first, 2.000 thousand EUR loan's loan period is five years. The second,
1.500 thousand EUR loan's loan period is five years. The loans' financial
expenses are calculated based on the terms of the signed loan agreements. The
directed issue's share of the funding is around 3.135 thousand EUR.
The sales profit relating to the sale of commercial property shares, 897
thousand EUR, is presented in other income for the financial period 2011. The
increase in lease expenses after the sale of commercial property shares, 214
thousand EUR, and the share of the first year of loan costs, 15 thousand EUR,
are presented in other income. The interest expense of the loan relating to the
acquisition, calculated with the IRR method, is presented in the financial
expenses group. A depreciation focusing on owned buildings in the balance
sheet, 36 thousand EUR, has been annulled due to the sale. Deferred tax on the
income statement items has been recognised.
Land, 151 thousand EUR, and buildings, 1.402 thousand EUR, have been deducted
from the balance sheet as sold items. The financial arrangement for funding
has, in its entirety, 9.085 thousand EUR, been added to cash in hand and at
banks. The effect of the directed issue, 2.985 thousand EUR, has been added to
the distributable equity fund. The sales profit's effect on result taking into
account effect on tax, 677 thousand EUR, has been taken into account as an
addition in equity. The expert costs relating to the directed issue, 150
thousand EUR, have been presented in the distributable equity fund and in
accruals and deferred income. The share of the financial funding arrangement
funded with liabilities have been added to long-term financial liabilities,
2.800 thousand EUR, and the instalment share for the next year has been
presented in short-term financial liabilities, 700 thousand EUR. Loan
arrangement fees, 43 thousand EUR, have been presented as a reduction in long-
and short-term financial liabilities, and as an addition to accruals and
deferred income. The expert costs relating to the directed issue and loan
arrangement costs calculated with the IRR method are presented in accruals and
deferred income. The deferred tax effect is presented in short-term
liabilities, 220 thousand EUR.
EQUITY RECONCILLIATION
(thousand EUR)
Solteq Aldata Aldata Aldata Acquis Financial Pro
Plc Solution Soluti Solution ition arrangem forma
IFRS Finland on Finland Ltd (5) ents (6) total
(1) Ltd FAS Finlan eliminations
(2) d Ltd (4)
IFRS-
correc
tions
(3)
Share 1 009 400 -400 1 009
capital
Reserve -834 0 -834
for own
shares
Share 74 375 -375 74
premium
reserve
Hedging -14 0 -14
reserve
Distributa 3 801 1 616 -1 616 2 985 6 785
ble equity
reserve
Retained 1 909 -2 134 609 -463 1 724 677 2 322
earnings
Total 5 946 257 609 -463 -667 3 662 9 343
equity
Solteq Plc's and Aldata Solution Finland Ltd's equity, according to official
statements of accounts, are presented in columns 1 and 2. Solteq's statement of
accounts is compiled in accordance with IFRS standards, and Aldata Solution
Finland Ltd's statement of accounts is compiled in accordance with the Finnish
Accounting Standards (FAS).
Column 3 contains adjustments to be made to Aldata Solution Finland Ltd's
statement of accounts in order to bring them in line with IFRS standards. To
Aldata's equity item Retained earnings, an IFRS-compliant correction has added
533 thousand EUR of goodwill, as well as 168 thousand EUR of capitalised
product development expenses as long-term costs, and deducted 67 thousand EUR
product development subsidies and 25 thousand EUR of deferred taxes relating to
product development costs and product development subsidies. Therefore, IFRS
corrections form a 609 thousand EUR addition to retained earnings.
Column 4 contains the eliminations of items not belonging to the Corporate
Acquisition: to the item Retained earnings, the sales price of royalties, 372
thousand EUR, and 67 thousand EUR of product development subsidy item have been
added, and goodwill and depreciation of goodwill 668 thousand EUR and
capitalised product development costs 168 thousand EUR have been deducted. In
the same item of retained earnings, the deferred taxes relating to product
development expenses and product development subsidy as well as the deferred
taxes relating to the sale of royalties were deducted, 66 thousand EUR. 463
thousand EUR will be eliminated from retained earnings as items not belonging
to the corporate acquisition.
Column 5 contains items to be allocated to equity based on the acquisition cost
calculation. A 400 thousand EUR deduction is allocated to Share capital, a 375
thousand EUR deduction is allocated to Share premium reserve, a 1 616 thousand
EUR deduction is allocated to Distributable equity reserve, and an addition of
1 724 thousand EUR is allocated to Retained earnings. The costs of acquisition
arising from the acquisition, with effect on tax deducted, have been taken into
account in the item allocated to retained earnings.
Column 6 presents the changes to equity caused by the arrangements implemented
to fund the Corporate acquisition. Assets receivable from the directed issue of
3 135 thousand EUR are added to the item Distributable equity reserve and
expenses relating to the arrangement of the issue, 150 thousand EUR were
deducted. Therefore 2 985 thousand EUR will be added to the distributable
equity reserve. Sales profit of 897 thousand EUR from the properties' sale and
leaseback arrangement has been added to the item Retained earnings and the same
sales profit's deferred taxes of 220 thousand EUR were deducted. Therefore, 677
thousand EUR will be added to retained earnings.
SOLTEQ PLC
Further information available from:
CEO, Repe Harmanen
Telephone +358 (0)400 467 717
E-mail [email protected]
CFO, Antti Kärkkäinen
Telephone +358 (0)20 1444 393 or +358 (0) 40 8444 393
E-mail [email protected]
Distribution:
NASDAQ OMX Helsinki
Key media