Elektrobit Group Oyj - OFFERING MEMORANDUM FOR JOT AUTOMATION GROUP PLC'S DIRECTED SHARE ISSUE NOW AVAILABLE
May 24, 2002
OFFERING MEMORANDUM FOR JOT AUTOMATION GROUP PLC'S DIRECTED SHARE ISSUE NOW AVAILABLE
This Stock Exchange Release is not an offering memorandum and it must not be distributed or passed on directly or indirectly in the United States, the United Kingdom, Canada, Australia or Ja-pan. The Offering Memorandum is available only in Finnish language.
JOT Automation Group Plc. ("JOT" and together with its subsidiaries the "JOT Group") has today published an offering memorandum (the "Offering Memorandum") in connection with the combina-tion agreement signed on April 10, 2002 (the "Combination Agreement") which sets out the terms of the business combination (the "Combination") of JOT and Elektrobit Group Ltd. ("Elektrobit" and together with its subsidiaries the "Elektrobit Group") and is also related to an offering of a maxi-mum of 25,000,000 new JOT shares to certain investors (the "Directed Share Issue II"). Under the Combination Agreement, the Combination will be implemented in the form of an exchange of shares such that JOT offers to acquire Elektrobit's entire shares outstanding from Elektrobit's pre-sent shareholders and as consideration shall issue new shares in JOT to Elektrobit's shareholders ("Exchange of Shares"). In the Exchange of Shares, 42.26485 new shares issued by JOT and hav-ing a accounting par value of EUR 0.02 (the "New Shares") will be issued for one (1) Elektrobit share with a accounting par value of EUR 0.10. The Offering Memorandum has been prepared for Elektrobit's shareholders, in order to assess considerations affecting the favourableness of the Exchange of Shares as well as in connection with the admittance to the Main List of Helsinki Ex-changes of JOT's New Shares and the new JOT shares to be issued in the Directed Share Issue II.
The Offering Memorandum in Finnish language shall be available as from May 24, 2002 and can be ordered from JOT's Head Office at the address Automaatiotie 1, 90460 Oulunsalo and it shall also be available as from May 24, 2002 at the address HEX Gate, Fabianinkatu 14, Helsinki. In addition, the Offering Memorandum in Finnish language is available on the company Internet site in the address www.jotautomation.com. The Offering Memorandum shall be sent to each Elektrobit shareholder who was entered into the Elektrobit's Shareholder Register on May 20, 2002.
You can download the stock exchange release from the link below.
