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Incap Corporation: Incap Corporation supplements the prospectus related to its rights issue

Incap Oyj
·7-min read

Incap Corporation Stock Exchange Release 12 November 2020 at 4.00 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDI-RECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SIN-GAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Incap Corporation supplements the prospectus related to its rights issue

Incap Corporation (“Incap” or the “Company”) supplements its Finnish-language prospectus published on 27 October 2020 related to the rights issue with information included in the positive profit warning published on 11 November 2020.

The supplement to the prospectus approved by the Finnish Financial Supervisory Authority is available on the Company’s website at www.incapcorp.com/rights-issue and at its registered office at the address Bulevardi 21, 00180 Helsinki. The supplement is also available on the lead manager’s website at http://www.unitedbankers.fi/fi/annit/incap.

Right of cancellation pursuant to the Prospectus Regulation

Due to the supplement to the prospectus, investors who have subscribed for offer shares prior to the publication of the supplement are, in accordance with the Prospectus Regulation, entitled to cancel their subscriptions within a time limit. The time limit shall be at least two working days as of the publication of the supplement. In addition, a significant new factor, material mistake or material inaccuracy must have arisen or must have been detected prior to the expiration of the subscription period in order to exercise the right of cancellation.

The time limit for the cancellation of subscriptions will expire on 16 November 2020 at 16:30. Any cancellation of subscriptions must concern the entire subscription made by the investor. The cancellation must be notified in writing to the account operator, custodian bank or nominee where the subscription order was made.

After the time limit set for the cancellation of subscriptions has expired, the right of cancellation is no longer valid. If a subscription is cancelled, the paid subscription price will be refunded to the bank account announced by the investor in connection with the subscription within approximately two business days from the notice of cancellation. No interest will be paid on the returned funds. If the holder of a subscription right or interim share has sold or otherwise transferred its subscription rights or interim shares, such sale or transfer cannot be cancelled.

UB Securities Ltd acts as the lead manager for the offering. Castrén & Snellman Attorneys Ltd acts as the legal adviser of the Company in the offering.

INCAP CORPORATION

For additional information, please contact (in English):
Otto Pukk, President and CEO, tel. +372 508 0798

DISTRIBUTION

Nasdaq Helsinki Ltd
Main media
www.incapcorp.com

INCAP IN BRIEF

Incap Corporation is a trusted partner and full-service provider in Electronics Manufacturing Services. As a global EMS company Incap supports customers ranging from large multinationals and mid-sized companies to small start-ups in their complete manufacturing value chain. Incap offers state-of-the-art technology backed up by an entrepreneurial culture and highly qualified personnel. The company has operations in Finland, Estonia, India, Slovakia, the UK and Hong Kong and employs approximately 1,300 people. Incap’s share has been listed on Nasdaq Helsinki Ltd stock exchange since 1997.

IMPORTANT INFORMATION

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“).

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Lead Manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

This release includes “forward-looking statements”. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.