Pursuant to Chapter 2, Section 10 of the Securities Market Act, we
hereby announce that Evox Rifa Group Oyj has received the following
notification from Kemet Corporation:
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES
MARKETS ACT ON A CHANGE IN HOLDINGS
The offer period in the public tender offer (the “Tender Offer”) by
KEMET Electronics Corporation (“KEMET”), a wholly owned direct
subsidiary of KEMET Corporation, for all the shares and convertible
capital loan notes in Evox Rifa Group Oyj (“Evox Rifa”) commenced on
12 March 2007 and ended on 12 April 2007.
KEMET has today, on 17 April 2007, announced the final result of the
Tender Offer according to which shareholders representing in total
approximately 92.5 % of the share capital and voting rights of Evox
Rifa have tendered their shares pursuant to the Tender Offer, and
holders of a total of 53,469 convertible capital loan notes in Evox
Rifa, being convertible into a total of 40,101,750 new shares in Evox
Rifa, have tendered their loan notes pursuant to the Tender Offer.
In accordance with Chapter 2, Section 9 of the Securities Markets Act,
we hereby notify the Financial Supervision Authority and Evox Rifa
that the holdings of KEMET in Evox Rifa upon the settlement of the
completion trades of the Tender Offer will exceed 66.7 % of the share
capital and voting rights of Evox Rifa as follows:
1. Name of the target company
Evox Rifa Group Oyj, Business Identity Code 1625461-1.
2. Date of change in holdings
The completion trades with respect to the shares tendered in the
Tender Offer will be executed in accordance with the terms and
conditions of the Tender Offer no later than on 19 April 2007,
and with respect to the loan notes tendered no later than on 24
April 2007. The completion trades will be settled on or about 24
April 2007, upon which time title to the shares and loan notes
tendered pursuant to the Tender Offer will pass to KEMET against
payment of the offer consideration.
3. Exact proportion of voting rights and share capital in Evox Rifa
As a result of the settlement of the completion trades, KEMET's
holding in Evox Rifa will be as follows:
Number of Proportion Proportion
shares of share of voting
capital rights
164,767,017 92.5 % 92.5 %
The registered share capital of Evox Rifa comprises a total of
178,156,018 shares entitling to 178,156,018 votes. Evox Rifa has
in addition issued a convertible capital loan (with a capital
amount of EUR 5,587,900 and divided into 55,879 loan notes)
being convertible into 41,909,250 new shares.
Should KEMET after the settlement of the completion trades
decide to convert the loan notes tendered pursuant to the Tender
Offer into new shares in Evox Rifa, KEMET's holding in Evox Rifa
would be as follows:
Number of Proportion Proportion
shares of share of voting
capital* rights*
204,868,767 93.1 % 93.1 %
4. Commitments to vote at the Evox Rifa Annual General Meeting
of Shareholders
Evox Rifa has convened the annual general meeting of
shareholders of Evox Rifa to be held on 23 April 2007 (the
“AGM”), i.e. prior to KEMET having received title to the shares
tendered pursuant to the Tender Offer, as referred to above.
KEMET has on 16 April 2007 received commitments by Evox Rifa
shareholders holding in total 92,160,948 shares in Evox Rifa and
representing in total approximately 51.7 % of the shares and
voting rights in Evox Rifa (the “Shareholders”), to nominate at
the AGM for election and to vote in favor of the election as new
members of the Board of Directors of Evox Rifa the persons
proposed thereto by KEMET and further to vote their shares in
favor of the re-election of KPMG Oy as the auditor of Evox Rifa.
In accordance with Chapter 2, Section 9 of the Securities
Markets Act, we as a result of the above commitments hereby
notify the Financial Supervision Authority and Evox Rifa that
pursuant to the above commitments, KEMET is, as described above,
at the AGM able to influence the exercise of the voting rights
attached to the shares held by the Shareholders, which voting
rights exceed 50 % of the voting rights in Evox Rifa.
5. Shareholder's full name, Federal Tax Identification Number
KEMET Corporation, Federal Tax Identification Number 57-0923789,
acting through KEMET Electronics Corporation, Federal Tax
Identification Number 06-1198308.
In Helsinki on 17 April 2007
KEMET Corporation
KEMET Electronics Corporation
Paula Linna, Attorney-at-Law
By proxy
* Assuming that all convertible capital loan notes would be converted
into shares and that the issued and outstanding shares in Evox Rifa
after the completion of the Tender Offer would amount to a total of
220,065,268 shares.
EVOX RIFA GROUP OYJ
Tuula Ylhäinen
President & CEO
Further information from: Tuula Ylhäinen, +358 9 5406 5001
Distribution: Helsinki Stock Exchange, principal media