In the past few years, Incap has grown quickly and profitably. The growth of our company is supported by the increased utilisation of electronics and by global outsourcing trends. Our unique entrepreneurial culture and effective operations are the basis of our good profitability.

Our growth history is strong and we have continued our growth also in 2020 on the basis of the strategically significant acquisition of AWS Electronics Group finalized in January this year. The acquisition gave us a strong foothold in certain markets, particularly those of Great Britain and Central Europe, and strengthened our position in the US and Southeast Asian markets.

Our sector is highly fragmented, and we see no shortage of opportunity for growth and consolidation there in the future, as well. We want to be an active player in the sector, accelerate its consolidation and make use of its growth potential while maintaining our cost-effectiveness and long-term profitability.

With the rights issue, we are seeking more power to implement consolidation and international growth.

Otto Pukk
CEO

Let’s make Incap together a more significant player in our field.

Incap’s sector is still very fragmented, and there is plenty of opportunities for consolidation. Incap wants to accelerate the consolidation in its sector and make use of its growth potential. As part of its growth strategy, the company is actively screening acquisition opportunities.

Purpose of the rights issue and use of proceeds

The purpose of the rights issue is to create conditions for growth and business development in line with the company’s strategy. The target is to strengthen the company’s capital structure, balance sheet and financial position.

The proceeds to be raised in the rights issue may be used to repay the company’s loans, for possible future acquisitions and general corporate purposes. The proceeds will be used primarily to amortize the company’s loan of EUR 13 million by an amount to be later decided by the Board of Directors, and after that, for possible future acquisitions and general corporate purposes.

The company aims to raise gross proceeds of approximately EUR 10.9 million through the rights issue by offering a maximum of 1,455,056 shares in the company for subscription in accordance with shareholder’s pre-emptive subscription right. The company will raise net proceeds of approximately EUR 10.5 million through the rights issue, assuming that it will be completed in full.

Subscription Right

A shareholder who is registered in the company’s shareholders’ register maintained by Euroclear Finland on the record date of 28 October 2020 of the offering or, in respect of nominee-registered existing shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the record date, will automatically receive one (1) freely transferable subscription right as a book-entry for every three (3) existing shares owned on the record date.

A shareholder, or a person or an entity to whom such subscription rights have been transferred, is entitled to subscribe for one (1) offer share for one (1) subscription right (the ‘Primary Subscription’). No fractions of offer shares will be allotted, i.e. exactly one (1) subscription right is needed to subscribe for one (1) offer share.

In the event that not all the offer shares have been subscribed for by virtue of the Primary Subscription, company shareholders and other investors are (without a right to participate in the Primary Subscription) entitled to subscribe for offer shares not subscribed for by virtue of the Primary Subscription (the ‘Secondary Subscription’).

Subscription price

The subscription price is EUR 7.50 per offer share.

Subscription period

The subscription period will commence on 2 November 2020 at 10:00 and expire on 16 November 2020 at 16:30 (Finnish time).

Trading in subscription rights

Holders of subscription rights may trade their subscription rights on the Helsinki Stock Exchange from 10:00 Finnish time on 2 November 2020 to 18:30 Finnish time on 10 November 2020. Investors may sell or purchase subscription rights by giving sell or purchase instructions to their book-entry account operator or to any securities broker.

Subscription undertakings

The company’s shareholders Oy Etra Invest Ab, Joensuun Kauppa ja Kone Oy, K22 Finance Oy, Kari Kakkonen and company Board Member Carl-Gustaf von Troil have irrevocably undertaken to subscribe for offer shares to be issued in the offering with a total minimum of EUR 3.8 million. These undertakings correspond to approximately 34.7% of the offer shares.

Please read carefully the Finnish-language prospectus for the rights issue, approved by the Finnish Financial Supervisory Authority and available on this website and on the website of UB Securities Oy, the lead manager of the rights issue from http://www.unitedbankers.fi/fi/annit/incap as of 27 October 2020.