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Tecnotree and Fitzroy Investments Limited have agreed on the final terms regarding an investment in Tecnotree
Tecnotree Corporation ("Tecnotree") has on 3 September 2018 published an offer made by Fitzroy Investments Limited ("Fitzroy") regarding an equity investment in the maximum total amount of 5 million euros (the "Investment") in Tecnotree. At the date hereof, Tecnotree and Fitzroy have agreed on the final terms regarding the Investment and executed a definitive subscription agreement related thereto (the "Subscription Agreement").
Subject to the terms and conditions set forth in the Subscription Agreement, the Investment consists of two (2) tranches.
In the first tranche, Tecnotree shall issue to Fitzroy and Fitzroy shall subscribe for new shares in Tecnotree with the total subscription price of 2.09 million euros at a price per share of 0,04 euros. As a result of the first tranche of the Investment, Fitzroy will receive 29.99% ownership in Tecnotree.
In connection with the closing of the first tranche of the Investment, Tecnotree shall issue to Fitzroy warrants entitling, but not obligating, Fitzroy or its assignee to subscribe for new shares in Tecnotree with the total subscription price of 2.91 million euros at a price per share of 0,04 euros within one (1) year from the date of making the first tranche of the Investment. Fitzroy shall use its best reasonable efforts so that the warrants are exercised by 31 January 2019 and within one (1) year from the date of making the first tranche of the Investment at the latest. In the event the warrants are not exercised until their expiry, Fitzroy will compensate the Company as a lump sum compensation an amount of EUR 200.000,00.
Issuance of the new shares and warrants to be issued in connection with the Investment will be resolved by the board of Tecnotree under the already existing shareholder authorization.
The execution of the first tranche of the Investment is conditional upon the conditions precedent specified in the Subscription Agreement having been fulfilled. The conditions precedent are as follows: the extraordinary general meeting of Tecnotree to be held on 24 September 2018 confirms the number of the members of the board of Tecnotree to be seven (7) and elects four (4) board members nominated by Fitzroy to the board, as well as certain other customary closing conditions.
Fitzroy is a London-based private equity investor which is owned currently 100% by Neil Macleod, but which is expected to be majority-owned at a later stage by Conrad Neil Phoenix and Neil Macleod.
FURTHER INFORMATION Harri Koponen, the Chairman of the Board of Tecnotree tel. +358 40 1922 464 Padma Ravichander, CEOtel. +97 156 414 1420 www.tecnotree.com