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© Aspocomp PCB | May 05, 2011

Aspocomp and TTM Technologies sign LoI

Aspocomp Group has signed a Letter of Intent (LOI) with TTM Technologies Inc. With it, TTM Technologies Inc. would become the largest shareholder of Aspocomp.
Additional to that, Aspocomp also signed conditional agreements with its bank lenders and the majority (69.2%) of the holders of its convertible bonds, which would result in the termination of Aspocomp’s debt restructuring agreement and the strengthening of its balance sheet.

The Letter of Intent was signed with TTM with a view to carrying out a transaction in which TTM would pay EUR 14.5 million as the final installment of the receivables from the sale of Aspocomp’s subsidiary. The receivables are related to the put and call option deed for 20% of the shares in Meadville Aspocomp (BVI) Holdings Ltd. (MAH), which was sold in 2007.

In addition, the 10% holding of TTM’s non-controlling shareholders in Aspocomp’s operating subsidiary Aspocomp Oulu Oy would be redeemed through an exchange of shares, in which Aspocomp Group Plc would offer 12'274'335 new shares in Aspocomp to TTM by means of a directed issue; after the transaction, these shares would represent a holding of approximately 19.7% in Aspocomp.

Subject to the completion of the transactions contemplated with TTM, Aspocomp would use the proceeds from the receivables and its existing cash balances to repay its bank debts and to buy back a minimum of 69.2% of its convertible bonds. The bank debts would be repaid at 100% of their nominal value of EUR 12.9 million, the accrued interests would be forfeited, and consequently the debt restructuring agreement would be terminated.

The convertible bonds would be bought back at 66.7% of their nominal value. Aspocomp is planning to offer the remaining convertible bond holders an opportunity to sell their bonds to Aspocomp at the same terms that were set in the conditional agreement made with 69.2% of the bond holders. The nominal value of the outstanding convertible bonds is EUR 10.3 million.

Assuming that the definitive agreements with TTM will be signed and the aforementioned transactions completed, the nominal value of Aspocomp’s interest-bearing debt will decrease to between EUR 3.0 to 4.5 million (nominal value of the interest-bearing debt at the end of Q1/2011 was EUR 23.5 million). Aspocomp’s equity improvement would be between EUR 1.8 to 2.8 million and its equity ratio would improve between 27 to 34 percentage points (equity ratio at the end of Q1/2011 was 11.1%). The exact impacts depend on the outcome of the buyback of the bonds.

The transactions are expected to be completed by June 30, 2011. The Letter of Intent signed with TTM will terminate, if the definitive agreements are not signed by June 30, 2011.

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