Share Issue/Capital Change • Jun 20, 2016
Share Issue/Capital Change
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The Board of Directors of SSH Communications Security Corporation (the "Company") has in its meeting of 20 June 2016, by virtue of the authorization granted by the Annual General Meeting of the Company on 20 April 2016, resolved that the Company shall issue up to 2,950,000 new shares of the Company (the "Shares") by a directed share issue. The Shares will be issued on the following terms and conditions:
Up to 2,950,000 new Shares shall be issued in the share issue.
The Shares will be offered in a directed share issue to institutional investors and other selected investors in deviation from the pre-emptive subscription right of the shareholders set forth in Chapter 9, Section 3 of the Finnish Limited Liability Companies Act.
There is a weighty financial reason for the Company to deviate from the pre-emptive subscription right. The share issue is carried out to strengthen the Company's cash position. The Company closed a 3.2Me deal with a European financial institution in April, and the Company believes that it has potential for several similar sized customer cases. The Company believes the SSH key management market is finally awakening and products are ready to scale the deployed base. Therefore, the Company plans to significantly expand its sales and delivery capability, and the additional funding gives the backbone to systematically develop these functions. This is important for winning market share and maintaining leadership in the market. Additionally, the stronger cash position will help the Company enforce its patent portfolio and secure more favorable licensing deals. The Company is also continuing to invest in its specialty firewall.
The subscription price for the Shares is EUR 2.72 per Share. The subscription price for the Shares is based on the price determined in the accelerated book-building procedure, which the Board of Directors of the Company considers to represent the fair value of the Shares.
Of each Share, EUR 0.03 will be recorded as an increase of the share capital and the rest of the subscription price will be recorded in the invested unrestricted equity fund of the Company.
The Shares are subscribed immediately based on the subscription commitments received during the accelerated book-building procedure, however no later than 20 June 2016. The Board of Directors may reject subscription commitments in whole or partially and allocate the Shares to the potential investors at its sole discretion.
Those involved in the book-building procedure will receive confirmation of the allocation of Shares without delay after the resolution of the Board of Directors on share issue.
The subscription price of the Shares shall be paid by 23 June 2016 according to instructions given by the Company. The Board of Directors of the Company retains the right to extend the payment period.
The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register.
The Shares subscribed for in the share issue shall be issued as book-entries in the book-entry system maintained by Euroclear Finland Ltd after the registration of the Shares to the Trade Register. The Shares fully paid by the investor shall be entered into the book-entry accounts of the investor on or about 23 June 2016.
The Company will apply for filing of the new Shares, subscribed through the share issue, to be listed for trading on the main list of Nasdaq Helsinki Ltd and traded equally with the other series of shares of the Company on or about 27 June 2016.
The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.
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