NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
STOCK EXCHANGE RELEASE
ATRIA GROUP PLC BEGINS A SHARE OFFERING
On the basis of an authorisation given by the company's Annual General Meeting
on 3 May 2007, Atria Group Plc's ('Atria') Board of Directors has today, on 18
May, 2007, decided to start marketing of the offering to investors ('Offering').
In the Offering, a maximum total of 4 500 000 Shares will be offered, in
deviation from the shareholders' pre-emptive subscription right, to Finnish and
international institutional investors ('Institutional Offering') and to Finnish
private persons and corporations ('Retail Offering'). Preliminarily, a total of
4 000 000 Shares will be offered in the Institutional Offering and 500 000
Shares in the Retail Offering.
During the last few years, Atria has focused on improving the efficiency of its
industrial structure by concentrating its production and by making investments
that aim at the improvement of productivity. Atria has simultaneously continued
its geographical expansion in the Baltic Sea region. The latest acquisition took
place in the spring of 2007 when it acquired the stock of the Swedish company AB
Sardus. In addition, Atria has lately strengthened its grip on Russia's growing
market. Atria is the market leader in modern retail trade in the St.Petersburg
area and is expanding its sales activities through its present customers to the
Moscow region and other large cities, where opportunities to acquire business
operations are also considered. Atria has announced that it will concentrate its
Russian production in the Sinyavino plant and Gorelove plant under construction
in the Gorelovo region of Leningrad Oblast (in the immediate vicinity of St.
Petersburg). In Gorelovo, the construction work for the new production plant and
logistics centre has been started and it is expected that they will be completed
by the end of 2008. The total value of the Gorelovo investment is approximately
EUR 70 million, in addition to which approximately EUR 10 million will be
invested to improve the productivity of the Sinyavino production plant during
2006 - 2007. According to Atria estimates, these investments will nearly double
the company's production and delivery capacity in Russia.
The Offering is intended to raise approximately EUR 100 million in shareholders'
equity. The purpose of the Offering is to strengthen Atria's capital structure
to finance ongoing and possibly upcoming acquisitions and investments, as well
as to expand the shareholder base and that way improve the liquidity of the
Company's shares. The company will use the proceeds from the Offering primarily
for the strengthening of the capital and financial structure by reducing
short-term interest-bearing liabilities related to acquisitions and investments
already made and for the financing of potential new acquisitions and
investments.
As a result of the Offering, Atria's share capital may increase by a maximum of
EUR 7 650 000 and the corresponding number of Atria's series A shares by 4 500
000 shares. Provided that the Shares subject to the Offering are subscribed
fully, the Shares to be issued in the Offering will represent no more than about
32,4 per cent of Atria's series A shares and of the associated votes, and about
19,5 per cent of all shares in Atria and 4,2 per cent of the aggregate number of
votes after the Offering. Calculated after the Offering, the shares issued in
the Offering represent about 24,5 per cent of Atria's series A shares and of the
associated votes, and about 16,3 per cent of all shares in Atria and 4,1 per
cent of the aggregate number of votes. The company will authorise Nordea Bank
Finland Plc ('Nordea' or the 'Manager'), to increase the number of Shares to be
offered by a maximum of 675 000 Shares ('Over-Allotment Option'). If Nordea uses
its Over-Allotment Option in full, the Company's share capital will increase by
EUR 8 797 500, at the maximum.
The Offering will be carried out as a book building procedure in which the
subscription price for a Share will be determined based on subscription
commitments placed by institutional investors to the Manager and on the trading
price of the Company's series A share. The issue price of the Shares will be the
same in the Retail Offering and in the Institutional Offering, however, in the
Retail Offering not higher than EUR 24 per Share.
The subscription period for the Shares will commence in the Retail Offering on
21 May 2007 at 9.30 a.m. (Finnish time) and expire on or about 29 May at 5.00
p.m. (Finnish time) and the subscription period for the Shares will commence in
the Institutional Offering on or about 21 May at 9.00 p.m. (Finnish time) and
expire on or about 30 May at 2:00 pm (Finnish time). Atria is entitled to
interrupt the Offering in case of excessive demand at the earliest on 28 May
2007 at 5:00 p.m. (Finnish time). The Institutional Offering and the Retail
Offering can be interrupted independently of each other.
The company's Board of Directors shall decide on the implementation of the
Offering, the numbers of Shares to be offered, the final subscription price for
the Shares, as well as other terms and conditions, matters and practical issues
after the subscription period for the Institutional Offering has expired, on or
about 30 May 2007, after trading. The decisions of the Board of Directors will
be announced by way of a stock exchange release before the trading begins on the
next banking day, at the latest.
The current major owners of the company, Itikka osuuskunta and Lihakunta (each,
a 'Co-operative', together 'Co-operatives') have both separately undertaken to
subscribe for approximately EUR 20 million worth of Shares each, totalling
approximately EUR 40 million. The Co-operatives have given their subscription
undertakings on the condition that the Company allocates to the Co-operatives
the subscription right to the Shares covered by the subscription undertakings.
The subscription price of the Shares and thus, the amount of the Shares to be
subscribed for by the Co-operatives will be determined based on the pricing of
the Institutional Offering.
The Finnish Financial Supervision Authority has approved the Finnish-language
version of the Offering Circular on 18 May, 2007 and the Finnish Offering
Circular will be available at the service centre of the Helsinki Stock Exchange,
OMX Way, at Fabianinkatu 14, FI-00130 Helsinki, Finland and the subscription
places of the Offering 21 May 2007. The Finnish Offering Circular is also
available on the Company's website at www.atria.fi/sijoita and on the Manager's
website at www.nordea.fi/sijoita on 21 May 2007.
The company's series A shares are subject to public trading on the Helsinki
Stock Exchange with a trading symbol of ATRAV. The company will apply for the
listing of the Shares issued in the Offering on the official list of the
Helsinki Stock Exchange and the trading of the new Shares is expected to
commence on the Helsinki Stock Exchange after the new shares have been
registered with the Finnish Trade Register, that is on or about 1 June 2007 for
Shares subscribed for in the Retail Offering and on or about 5 June 2007 for
Shares subscribed for in the Institutional Offering.
Nordea will act as the Global Coordinator and Sole Bookrunner of the
Institutional Offering and the Retail Offering.
ATRIA GROUP PLC
Matti Tikkakoski
President and CEO
Further information:
Matti Tikkakoski, President and CEO of Atria Group Plc, tel: +358 50 2582
Erkki Roivas, Chief Financial Officer, tel: + 358 400 160893
DISTRIBUTION:
Helsinki Stock Exchange
Principal media
www.atria.fi
ANNEX: TERMS AND CONDITIONS OF THE OFFERING
General Description of the Offering
In the Offering, up to 4 500 000 new series A shares in the Company ('Shares')
are being offered for subscription in deviation from the shareholders'
pre-emptive subscription right to institutional investors in Finland and
internationally (the 'Institutional Offering') as well as to private persons and
corporations in Finland (the 'Retail Offering').
As a result of the Offering, the Company's share capital may increase by a
maximum of EUR 7 650 000 and the corresponding number of the Company's series A
shares by 4 500 000 shares. Provided that the Shares subject to the Offering are
subscribed for in full, the Shares to be issued in the Offering will represent,
at the maximum, about 32.4 per cent of the Company's series A shares and of the
associated votes, and about 19.5 per cent of all shares in the Company and 4.2
per cent of the aggregate number of votes before the Offering. Calculated after
the Offering, the shares issued in the Offering represent about 24.5 per cent of
the Company's series A shares and of the associated votes, and about 16.3 per
cent of all shares in the Company and 4.1 per cent of the aggregate number of
votes. If the Manager uses its Over-Allotment Option in full, the Company's
share capital will increase by EUR 8 797 500. For further information, see '-
Over-Allotment Option' below.
In these terms and conditions, the Offering refers to the marketing stage of the
Offering. The actual Offering in accordance with the Companies Act will be
arranged after the marketing stage of the Offering, when the Company makes the
decision on arranging the Offering and increasing the share capital with regard
to both the Retail Offering and the Institutional Offering.
Purpose of the Offering
The Offering is intended to raise approximately EUR 100 million in shareholders'
equity. The purpose of the Offering is to strengthen the Company's capital
structure to finance ongoing and possibly upcoming acquisitions and investments,
as well as to expand the shareholder base and so improve the liquidity of the
Company's shares. Thus, from the Company's perspective, there is a weighty
reason for the deviation from the shareholders' pre-emptive subscription right.
The Company will use the proceeds from the Offering primarily for the
strengthening of the capital and financial structure by reducing short-term
interest-bearing liabilities related to acquisitions and investments already
made and for the financing of potential new acquisitions and investments.
The Co-operatives' Subscription Undertakings
The Co-operatives have both separately on some preconditions committed to
subscribe for approximately EUR 20 million worth of Shares, totaling
approximately EUR 40 million. The Subscription Undertakings of the Co-operatives
are conditional upon, inter alia, the Co-operatives getting to subscribe for
Shares corresponding to the amount in the Subscription Undertakings. See
'Subscription Price and Pricing' below.
Decisions regarding the Offering
On the basis of an authorisation given by the Company's Annual General Meeting
of Shareholders on 3 May 2007, the Company's Board of Directors has decided to
start marketing the Offering to investors.
The Company's Board of Directors shall decide on the carrying out of the
Offering, the numbers of Shares to be offered, the subscription price for the
Shares, as well as other terms and conditions, matters and practical issues
after the subscription period for the Institutional Offering has expired after
close of trading, on or about 30 May 2007.
Manager
Nordea Bank Finland plc ('Nordea' or the 'Manager') serves as the global
co-ordinator of the Offering, the sole bookrunner of the Institutional Offering
and the Retail Offering.
Over-Allotment Option
The Company will authorise the Manager to increase the number of Shares to be
offered in a situation of oversubscription for the sole purpose of covering the
oversubscription by a maximum of 675 000 Shares provided that the Manager
exercises this right within thirty (30) days after the Pricing. The
Over-Allotment Option corresponds to approximately 3.7 per cent of the Company's
series A shares and associated votes, and approximately 2.4 per cent of all
shares in the Company and 0.7 per cent of the total number of votes after the
Offering.
Subscription Period
The subscription period for the Institutional Offering will commence on 21 May
2007 at 9:00 a.m. (Finnish time) and end at the latest on 30 May 2007 at 2:00
p.m. (Finnish time). The subscription period for the Retail Offering will
commence on 21 May 2007 at 9:30 a.m. (Finnish time) and end at the latest on 29
May 2007 at 5:00 p.m. (Finnish time).
The Company is entitled to discontinue the Institutional Offering and the Retail
Offering in case of oversubscription at the earliest on 28 May 2007 at 5:00 p.m.
(Finnish time). The Institutional Offering and the Retail Offering may be
discontinued independently of each other.
Subscription Price and Pricing
The Institutional Offering will be carried out by way of a book-building
process. This is generally used when offering shares to institutional investors.
The subscription price for the Shares will be determined based on subscription
commitments from institutional investors received by the Manager and the trading
price of the Company's series A shares. The Pricing will be decided after the
close of trading following the expiry of the subscription period for the
Institutional Offering on or about 30 May 2007 and the subscription price will
be published by way of a stock exchange release the next trading day before the
trading begins.
Investors participating in the Institutional Offering can set in their
subscription commitment a maximum price that they are willing to pay for the
Share.
The subscription price of the Shares is the same in the Retail Offering and in
the Institutional Offering, however, in the Retail Offering not higher than EUR
24 per Share.
Binding Subscription Commitment
The subscriptions of Shares are based on subscription commitments received
during the subscription periods referred to above.
A subscription commitment given in the Retail Offering is binding and cannot be
amended.
In the Institutional Offering, a subscription commitment can be amended during
the subscription period for the Institutional Offering. However, subscription
commitments will become subscriptions of shares binding on the committed party
once the subscription period for the Institutional Offering expires and cannot
be amended subsequently.
Withdrawal Right under the Securities Markets Act
Should the Offering Circular associated with the Offering be supplemented in
accordance with the Securities Markets Act after the Financial Supervision
Authority has approved the Offering Circular and before trading in the Shares
commences, investors who have given their subscription commitments before the
Offering Circular was supplemented may withdaw their subscription commitments in
accordance with the Securities Markets Act within two (2) banking days after the
publication of the supplement unless the deadline is extended by the Financial
Supervision Authority for a specific reason, however not later than four (4)
banking days after publication of the supplement.
Procedure to Withdraw a Subscription Commitment
The withdrawal of a subscription commitment must be provided, within the
deadline set for withdrawal, in writing to the subscription location in which
the original subscription commitment was given. A subscription commitment cannot
be withdrawn or amended in the Nordea online bank; this must be done in other
subscription locations within Nordea.
Any withdrawal of a subscription commitment applies to the subscription
commitment in full. There will be no further right of withdrawal once the right
of withdrawal has expired.
If a subscription commitment is withdrawn, the subscription location will refund
the amount paid for the Shares to the bank account specified in the subscription
commitment. The refund will be made as soon as possible after withdrawal,
approximately within three (3) banking days of a notice of withdrawal being
given to a subscription location. If the investor's bank account is with a
financial institution different from the subscription location, the funds will
be refunded into a Finnish bank account in accordance with the schedule of the
payment transactions between financial institutions, by estimation at the latest
two (2) banking days later. No interest shall be paid on the refunded amounts.
Registration of Shares on the Book-entry Accounts and Trading with the Shares
Anyone submitting a subscription commitment must have a book-entry account with
a Finnish account operator or one operating in Finland, and must specify his
book-entry account number in the subscription commitment.
The Shares allocated in the Retail Offering will be recorded on the book-entry
accounts of investors on the second banking day after Pricing, on or about 1
June 2007, at which time the Shares allocated in the Retail Offering will also
be subject to public trading. For further information, see 'Special Terms and
Conditions of the Retail Offering - Payment of the Shares'.
The Shares allocated in the Institutional Offering will be recorded on the
book-entry accounts of investors on the fourth banking day after Pricing, on or
about 5 June 2007. For further information, see 'Special Terms and Conditions of
the Institutional Offering - Payment of the Shares'.
Ownership and Shareholder Rights
The Shares entitle the holder to dividends and other distributions of assets and
provide other shareholder rights once the Shares have been registered in the
Finnish Trade Register and recorded on the investor's book-entry account, for
the Retail Offering on or about 1 June 2007 and for the Institutional Offering
on or about 5 June 2007.
Transfer Tax and Transaction Fees
No transfer tax is payable on share subscriptions. Each account operator charges
a fee from the investor in accordance with its service tariff for maintaining a
book-entry account or holding the Shares in custody.
Other Matters
The Board of Directors of the Company will resolve on other matters and
practicalities relating to the Offering.
Applicable Law
The Offering is governed by Finnish law, and any associated disputes shall be
resolved in a court with competent jurisdiction in Finland.
SPECIAL TERMS AND CONDITIONS OF THE INSTITUTIONAL OFFERING
Terms and Conditions applicable to the Institutional Offering
In the Institutional Offering, a preliminary number of 4 000 000 Shares will be
offered to institutional investors in Finland and internationally on the terms
and conditions specified herein. The number of Shares to be offered may be
greater or fewer than the number presented here. Depending on the demand, the
Company and the Manager are allowed to reallocate the offered Shares between the
Institutional Offering and the Retail Offering.
The Institutional Offering consists of an offering of Shares outside the United
States to institutional investors in reliance on Regulation S issued by virtue
of the U.S. Securities Act of 1933.
The Manager of the Offering has the right to reject a subscription commitment
either partially or wholly, if it has not been made pursuant to these terms and
conditions.
Right to Participate
Investors making a subscription commitment for a minimum of 5 000 Shares are
allowed to participate in the Institutional Offering.
Subscription Locations
Subscription commitments from institutional investors shall be submitted to the
Manager.
Payment of the Shares
Institutional investors must pay for their accepted subscription commitments in
accordance with instructions given by the Manager, on or about the third banking
day after Pricing, i.e. on 4 June 2007.
The Manager has the right, corresponding to the duty of care of a securities
intermediary, where necessary, upon receipt of a subscription commitment or
before approval thereof, to request the subscriber to give an account of its
capacity to pay for the Shares corresponding to the subscription commitment or
to require an amount corresponding to the subscription commitment to be paid in
advance.
The Manager reserves the right to hold the release of the Shares corresponding
to the subscription commitment to the investor's book-entry account until the
investor has made the payment for his accepted subscription commitment to the
Manager.
Acceptance of Subscription Commitments
The Company shall decide on the acceptance of subscription commitments after
Pricing. A notice of confirmation concerning subscription commitments that have
been accepted in the Institutional Offering will be submitted as soon as
practically possible after the allocation of Shares.
Oversubscription and Undersubscription
The Company and the Manager shall decide on the procedure in case of a possible
oversubscription on the basis of the Manager's proposal. Subscription
commitments may be accepted partially or wholly or they may be rejected.
The Company and the Manager shall decide on the allocation of Shares that remain
unsubscribed in case of undersubscription.
SPECIAL TERMS AND CONDITIONS OF THE RETAIL OFFERING
Terms and Conditions applicable to the Retail Offering
At least 500 000 Shares are being offered for subscription to private persons
and corporations in the Retail Offering. In case of a possible
undersubscription, the Company may decide on the allocation of unsubscribed
Shares in the Retail Offering to institutional investors in accordance with the
Manager's proposal.
Right to Participate, Minimum and Maximum Commitment
The Retail Offering is open for investors having their permanent address or
domicile within the European Economic Area (EEA) or in Switzerland who give
their subscription commitment in Finland.
A subscription commitment in the Retail Offering must cover a minimum of 100 and
a maximum of 5 000 Shares. Commitments given by the same investor in one or
several subscription locations shall be combined into one subscription
commitment to which the aforementioned maximum number is applied.
Subscription Price
The subscription price of the Shares is the same in the Retail Offering and in
the Institutional Offering, however, in the Retail Offering not higher than EUR
24 per Share.
The subscription price for the Shares will be announced by way of a stock
exchange release at the latest, on or about 31 May 2007 before the trading
begins.
Subscription Locations and giving a Subscription Commitment
The subscription locations for the Retail Offering include:
- Branches of Nordea Bank Finland plc within their office hours,
- Nordea Private Banking units,
- Nordea Customer Service by telephone with bank identifiers from Monday to
Friday from 8:00 a.m. to 8:00 p.m. (Finnish time) in Finnish on +358 200 3000
(local network charge/mobile phone charge) and in Swedish on +358 200 5000
(local network charge/mobile phone charge), and
- the Nordea online bank with bank identifiers at www.nordea.fi.
Giving a subscription commitment by telephone or through the Nordea online bank
requires a valid online banking agreement with Nordea. Corporations cannot give
subscription commitments by telephone through Nordea Customer Service or through
the Nordea online bank. The Customer Service calls are recorded.
A subscription commitment is considered given when the investor has submitted a
signed subscription commitment form to a subscription location in accordance
with instructions from the subscription location or has confirmed his
subscription commitment with his bank identifiers and has paid for the
subscription commitment in question.
When giving a subscription commitment, any detailed instructions provided by the
subscription location shall be taken into account.
A subscription location is entitled to reject a subscription commitment in full
or in part if it is not in accordance with these terms and conditions or is
otherwise defective.
A subscription commitment given in the Retail Offering is binding and cannot be
amended. It can only be withdrawn under the circumstances and in the manner
specified above under 'Terms and Conditions of the Offering - Procedure to
Withdraw a Subscription Commitment'.
Payment of the Shares
The Shares are paid for at the time of giving the subscription commitment
through a subscription reservation fee corresponding to the maximum amount
payable for the Shares in the Retail Offering, that is EUR 24 per Share
multiplied by the number of shares covered by the subscription commitment.
In case of a subscription commitment made at a Nordea branch, the fee will be
charged directly from the investor's bank account with Nordea. The debit
transaction corresponding to a subscription commitment made through Nordea
Customer Service or the Nordea online bank will be carried out when the investor
confirms the subscription commitment with his bank identifiers. Payment can
alternatively be made in cash at a Nordea branch.
The Manager has the right to reject a subscription commitment either partially
or wholly, if it has not been paid according to these terms and conditions or
the more detailed instructions given by the subscription location.
Refunding the Subscription Reservation Fee
If the subscription price for the Shares in the Retail Offering to be decided in
the Pricing is lower than EUR 24 per Share or if the subscription commitment is
rejected or not accepted fully, the subscription reservation fee or the
corresponding part of it shall be paid to the Finnish bank account specified by
the party submitting the subscription commitment on or about 4 June 2007. If the
investor's bank account is with a financial institution different from the
subscription location, the funds will be refunded into a Finnish bank account in
accordance with the schedule of the payment transactions between financial
institutions, by estimation at the latest two (2) banking days later. No
interest shall be paid on any refunded amounts.
If subscription commitments given by the same investor have been combined, any
refund will be paid to one bank account only.
Acceptance of Subscription Commitments and Allocation of Shares
The Company shall decide on the procedure in case of possible oversubscription
on the basis of the Manager's proposal. Subscription commitments may be accepted
partially or wholly or they may be rejected. The Company aims to accept the
subscription commitments in their entirety up to 100 Shares and to allocate any
Shares exceeding this number in proportion to the numbers of uncovered
subscription commitments.
The final allocation basis for the Shares will be announced by way of a stock
exchange release at the latest the next banking day following the Pricing before
the trading begins, on or about 31 May 2007, and it will be available at the
subscription locations in the Offering and on the Internet at www.atria.fi. A
confirmation letter concerning the acceptance of subscription commitments and
the allocation of Shares will be sent to all investors who have participated in
the Retail Offering on or about 4 June 2007.
This document is not a prospectus and as such does not constitute an offer to
sell securities. Investors should not subscribe for any securities referred to
in this document, except on the basis of the information contained in a
prospectus. Offers will not be made directly or indirectly in any jurisdiction
where prohibited by applicable law or where any registration or prospectus or
other requirements would apply in addition to those undertaken in Finland.
These materials are not an offer for sale of securities in the United States or
in any jurisdiction of the European Economic Area. Securities may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Atria Group Plc
has not registered, and does not intend to register, any portion of any offering
of its securities in the United States, and does not intend to conduct a public
offering of its securities in the United States.
This press release may not be distributed or sent into the United States,
Australia, Canada or Japan. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order') or (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as 'relevant persons'). The Offer Shares are
only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such Offer Shares will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this
press release or any of its contents.
This press release is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the 'Prospectus Directive'). A prospectus prepared pursuant to the Prospectus
Directive will be published in Finland and will be available to the public at
the subscription places for the Offering in Finland. Any offer of securities to
the public that may be deemed to be made pursuant to this communication in any
EEA Member State that has implemented Prospectus Directive is only addressed to
qualified investors in that Member State within the meaning of the Prospectus
Directive.