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SSH Communications Security Corporation issues convertible capital securities

Helsinki, Finland, 2015-03-20 07:30 CET (GLOBE NEWSWIRE) --

SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT MARCH 20, 2015 AT 08:30 AM

SSH Communications Security Corporation issues convertible capital securities

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SSH Communications Security Corporation issues convertible capital securities of EUR 12 million. The capital securities bear a fixed interest rate of 7.5 per cent until 30 March 2020, after which the interest rate will increase by four percentage points. The capital securities have no maturity date, but the issuer has the right to redeem them after 3 but before 5 years from the issue date, upon certain conditions, or after 5 years from the issue date. The issue date of the capital securities is 30 March 2015. The demand for the capital securities was good, and the capital securities were oversubscribed.

The Company’s Board of Directors approved subscriptions of institutional investors and decided at the same time to offer, pursuant to the authorisation granted on 20 March 2014 and in deviation of the shareholders’ pre-emptive subscription right, to these investors no more than a total of 2,521,008 special rights in accordance with Chapter 10, section 1 of the Limited Liability Companies Act. Each special right entitles to subscribe for one (1) new share in the Company and/or treasury share held by the Company, i.e. special rights entitle to subscribe for a total of no more than 2,521,008 new shares in the Company and/or treasury shares held by the Company by setting off the capital securities against the share subscription price in accordance with the terms and conditions of the capital securities. The share subscription price is the Company’s volume-weighted average share price during a period of 30 days preceding the pricing date, i.e. 19 March 2015, however excluding the pricing date and added by 25 per cent, i.e. EUR 4.76. The share subscription period will begin on 30 March 2015 and end on 30 March 2020.

The Company’s main owner Tatu Ylönen subscribed for the convertible capital securities for a total amount of EUR 0.5 million. In order to widen the Company’s ownership base, the Company’s Board of Directors decided to cut Tatu Ylönen’s subscription more than the subscriptions of other investors.

In view of the Company, there is a weighty financial reason for the issuance of the convertible capital securities and related issuance of special rights, since the convertible capital securities are necessary for raising additional finance required by the Company’s operations and undertakings. The convertible capital securities will be used to the repayment of the capital securities issued in December 2012 and to strengthen the Company’s cash position, making growth investments and defending and monetizing the Company’s intellectual property rights.

Evli Bank Plc acts as the company’s lead manager and Castrén & Snellman Attorneys Ltd as the company’s legal advisor in the issue of convertible capital securities.


SSH Communications Security Corporation

Jyrki Lalla CFO

Further Information: Jyrki Lalla, CFO, Tel. No. +358 45 3404641

Distribution: NASDAQ OMX Helsinki Ltd Key Media www.ssh.com

This release is for informational purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any convertible capital securities. The distribution of this release and the related material concerning the issuance of the convertible capital securities are prohibited by law in certain countries. The convertible capital securities are not being offered to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release and the related convertible capital securities documentation only in compliance with applicable exemptions or restrictions. Persons into whose possession this release and the related convertible capital securities documentation may come are required to inform themselves about and comply with such restrictions. This release and the related convertible capital securities documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Canada, Australia, Hong Kong, South Africa and Japan. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell SSH’s convertible capital securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. SSH’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting SSH’s convertible capital securities are aware of these restrictions or not. SSH’s convertible capital securities will not be registered under the US Securities Act of 1933, nor under any securities legislation of any state in the United States, and they may not be offered, sold, resold, delivered, distributed, bought or transferred in the United States or to US citizens or on behalf of US citizens, except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and any applicable state law legislation.