INNOCONCEPTS ANNOUNCES PRICING OF THE RUMP OFFERING AT €0.60 PER SHARE

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Overig advies 19/12/2009 09:09
· 5,002,670 rump shares placed with institutional investors
· Company receives additional €4.0 million through private placement to the CEO at €0.95 per share
· Interest margin on main debt facilities to be decreased by 200bp per annum
Niraj Mehra, CEO and sole member of the management board of InnoConcepts:
“This announcement constitutes another milestone for InnoConcepts in its process of transformation. The successful completion of this offering and the restructuring of the debt package will provide us with the balance sheet strengthening that was promised earlier this year. With the impending move of the headquarters to Eindhoven we will start a new chapter, fully focused on implementing our new strategy to become a “cash focused, high growth, high
margin, developer and marketeer of high technology tools”.”

Rump pricing
Today, InnoConcepts N.V. ("InnoConcepts" or the "Company") announces, in connection with its 2 for 1 rights offering (the "Rights Offering") of 52,263,352 new shares with a nominal amount of €0.01 each in the capital of InnoConcepts (the "Offer Shares"), the pricing and placement of the Offer Shares that were issuable upon the exercise of transferable
subscription rights (the "Rights"), but have not been subscribed for during the subscription period (the "Rump Offering" and together with the Rights Offering, the "Offering").
This morning, 5,002,670 Offer Shares were sold in the Rump Offering (the "Rump Shares") at €0.60 per Rump Share by way of a private placement to institutional investors in The Netherlands or elsewhere.
Since the aggregate proceeds of the Rump Shares offered and sold in the Rump Offering, after deduction of selling expenses (including any value added tax), exceed the aggregate issue price of such Offer Shares by €0.08 per Rump Share (the "Excess Amount"), each holder of a Right that was not exercised at the end of the exercise period will be entitled to receive €0.16 per unexercised Right reflected in each such holder's securities account (the "Unexercised
Rights Payment").

The Unexercised Rights Payment will be paid as soon as practicably possible after the closing of the Offering and will be credited through the book-entry systems of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (Euroclear Nederland). Payments will be made in Euro, without interest and after the withholding of any applicable taxes.
Allotment of the Offer Shares will take place today, on 18 December 2009.

Private placement to Mr N. Mehra
Since all Rump Shares were sold in the Rump Offering to institutional investors, Mr N. Mehra invests €4.0 million in a private placement of newly to be issued ordinary shares (the "Private Placement Shares") at the theoretical ex rights price, being €0.95 per share (the "Private Placement"). As a consequence, InnoConcepts will issue 4,210,526 new ordinary shares today and will subsequently receive an additional €4.0 million, bringing the aggregate gross proceeds of the Offering and the Private Placement to a total amount of €31.2 million.

Financing arrangements
As the Sole Global Coordinator will not have to subscribe for any Rump Shares, the interest margin on the debt facilities provided to the Company by ING will be decreased by 200bp per annum.

Listing and trading
Delivery of and payment for the Offer Shares and the Private Placement Shares is expected to commence on Wednesday 23 December 2009. Trading in the Offer Shares and the Private Placement Shares is expected to commence on Euronext Amsterdam by NYSE Euronext on Wednesday 23 December 2009. ING acts as listing agent for the listing of the Offer Shares and the Private Placement Shares.



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