Kasola PLC Stock Exchange Release 28 December 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
SUPPLEMENT AND CORRECTION TO THE FINNISH LANGUAGE PROSPECTUS REGARDING NURMINEN
LOGISTICS PUBLISHED BY KASOLA PLC, DATED 7 DECEMBER 2007
Kasola PLC ("Company") supplements the Finnish language prospectus regarding
Nurminen Logistics, dated 7 December 2007. The prospectus consists of a
registration document, securities note and summary. The supplement to the
prospectus has been approved by the Finnish Financial Supervision Authority on
28 December 2007.
The supplement to the prospectus concerns the following matters that have
occurred after the publication of the prospectus:
John Nurminen Ltd has announced to the Company that it has continued railway
wagon investments and ordered 100 covered railway wagons from a Russian wagon
manufacturer. The wagons will be delivered in stages to the Company, on or about
the end of March 2008. The wagon investment will amount to approximately EUR 6.5
million. After the investment, the number of wagons owned by the Nurminen
Logistics business which will be transferred to the Company, will exceed 950
wagons. The aforesaid has been published in a stock exchange release on 18
December 2007.
It has been stated on page 28 of the registration document that net assets worth
EUR 20 million will be transferred to the Company in the full demerger of John
Nurminen Ltd and the financing Nurminen Logistics business has received from the
businesses being transferred in the demerger to the new John Nurminen Ltd was
approximately EUR 8.5 million based on the balance sheet of 30 September 2007,
available on the date of publication of the prospectus. John Nurminen Ltd has
announced to the Company that the additional financing Nurminen Logistics
business has received from the businesses transferring in the demerger to the
new John Nurminen Ltd relating to the aforesaid railway wagon investments
amounts to approximately EUR 5 million. In relation to the demerger, a separate
loan agreement shall be entered into regarding the previously mentioned internal
financing of approximately EUR 5 million. The loan period will be six months and
the interest of the loan will be 6-month Euribor + 1.0 % marginal. The final
amount of financing to be transferred to the Company shall be confirmed based on
balance sheet of John Nurminen's financial statements (31 December 2007) as per
the date of execution of the demerger, on or about 1 January 2008.
John Nurminen Ltd has announced to the Company that it made a decision on 18
December 2007 regarding the winding-up of the business operations of a Russian
subsidiary, OOO John Nurminen Moscow, which will be transferred to the Company
in the demerger. The subsidiary in question has offered customs and air freight
services at Sheremetyevo airport in Moscow. Net sales of the subsidiary during
2007 will be approximately EUR 150,000. The business operations will be closed
down during the first quarter of 2008.
John Nurminen Ltd has announced to the Company that the members of the board of
directors and executive board following the transaction, as presented on page 87
of the registration document, have undertaken not to sell or otherwise transfer
shares in John Nurminen Ltd owned by them on this date and the Company's shares
received as demerger consideration in conjunction with the demerger of John
Nurminen Ltd without the advance written consent of the board of directors of
the Company. The transfer restriction of shares shall not apply to the Company's
shares received otherwise. The board of directors may give its consent to
transfer for a specific reason. The transfer restriction of shares shall be in
force until further notice. The previously described transfer restriction will
replace the undertakings of CEO Lasse Paitsola and CFO Antti Sallila as
presented on page 87 of the registration document.
The board of directors of the Company resolved on 19 December 2007 to convene an
extraordinary general meeting on 14 January 2008 to decide on the election of a
new board of directors as presented in the prospectus and on the determination
of remuneration for the board members as well as on the amendment of the
Company's articles of association. The board of directors proposes that a
sentence shall be added to the Company's articles of association with respect to
the Company's field of activity, according to which the Company may grant
guarantees to parties levying customs duties, taxes and other public fees in
relation to the forwarding business. Monthly remuneration to the board members
is proposed to be paid out as follows: The chairman of the board shall receive a
remuneration of EUR 2,500, the vice chairman of the board EUR 1,650 and ordinary
members EUR 1,250. In addition, the board members shall be paid EUR 700 as a fee
for attendance at each board meeting. Travel and other expenses of the board
members are proposed to be paid in accordance with customary practice. On 21
December 2007 the Company published a stock exchange release on the notice to
convene a general meeting.
The correction of the prospectus concerns the following corrected minor
information:
Registration document page 56 and correspondingly securities note page 14.
In the table presented on page 56 of the registration document, and
correspondingly on page 14 of the summary included in the securities note, under
the heading “Key indicators” the lines Net sales and Gross capital expenditure
have been stated as millions of euros. The correct magnitude is thousands of
euros.
Registration document page 61.
John Nurminen Ltd has announced to the Company that there are the following
errors on page 61 of the registration document under the heading “Net sales”: It
has been stated that the external net sales of Nurminen Cargo segment during the
period of 1 January - 30 September 2007 increased by approximately 12 percent
compared to the corresponding period of 1 January - 30 September 2006 and the
net sales of Nurminen Heavy segment during the same corresponding period
increased by approximately 31 percent. With respect to the Nurminen Cargo
segment the correct figure is approximately 8.5 percent, and with respect to the
Nurminen Heavy segment, approximately 33 percent.
Registration document page 62.
John Nurminen Ltd has announced to the Company that on page 62 of the
registration document under the heading “Net sales” it has been erroneously
stated that the net sales of the Nurminen Heavy segment increased by
approximately 13 percent during the financial period 2006 compared to net sales
during the financial period 2005. The correct figure is approximately 11
percent.
Registration document page 92.
In the table on page 92 of the registration document, the ten largest
shareholders of the Company after completion of the transaction have been
listed. In the table it has been erroneously presented that AutoCarrera Oy owns
2.9 percent of the shares. The correct figure is 3.4 percent. Furthermore, the
ten largest shareholders will own 89.4 percent of the shares of the Company and
the votes attached to the shares after completion of the transaction.
Registration document page F-3 and F13.
On page F-3 of the registration document in the table concerning statement of
cash flows of the Nurminen Logistics business there are errors on the following
lines: Profit for the period, Adjustments, Change in working capital and
Interests paid.
With respect of cash flows from operating activities, the correct content of the
table is as follows:
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| Cash flows from operating | | 1 Jan - | 1 Jan - | 1 Jan - |
| activities (1 000 eur) | | 30 Sep | 30 Sep | 31 Dec |
| | | 2007 | 2006 | 2006 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Profit for the period | | 1 291 | 198 | 743 |
--------------------------------------------------------------------------------
| Adjustments: | | | |
--------------------------------------------------------------------------------
| Depreciation and amortisation | 3 629 | 2 188 | 2 853 |
--------------------------------------------------------------------------------
| Unrealised foreign exchange gains and | 209 | -525 | -209 |
| losses | | | |
--------------------------------------------------------------------------------
| Other non-cash transactions | 1 850 | 0 | 0 |
--------------------------------------------------------------------------------
| Finance income and expenses | | 778 | 312 | 637 |
--------------------------------------------------------------------------------
| | | 7 338 | 2 172 | 4 023 |
--------------------------------------------------------------------------------
| Change in working capital: | | | | |
--------------------------------------------------------------------------------
| Increase (-) / decrease (+) of trade and | -5 178 | 7 194 | 3 178 |
| other receivables | | | |
--------------------------------------------------------------------------------
| Increase (+) / decrease (-) of trade and | 2 138 | -6 537 | -4 061 |
| other payables | | | |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Interests paid | | | -1 165 | -707 | -512 |
--------------------------------------------------------------------------------
| Dividends received | | | 0 | 63 | 63 |
--------------------------------------------------------------------------------
| Interests received | | | 58 | 35 | 35 |
--------------------------------------------------------------------------------
| Income taxpaid | | | -23 | -53 | -194 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| NET CASH FROM OPERATING ACTIVITIES (A) | 3 167 | 2 167 | 2 532 |
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A corresponding error is included on page F-13 of the registration document in
the table concerning cash flows of the Nurminen Logistics business during the
financial period 1 January - 31 December 2006.
The supplement to the prospectus will be available as of 31 December 2007 at
9:00 from Nurminen Logistics Plc's head office at Pasilankatu 2, FI-00240
Helsinki, at OMX way at Fabianinkatu 14, FI-00130 Helsinki and in electronic
form at the website www.nurminenlogistics.com. The supplement will be appended
to the prospectus in the locations where the prospectus is available.
KASOLA PLC
Board of directors
Further information:
Tapani Väljä
Managing Director
Kasola PLC
0400 505 078
tapanivalja.kasola@kaso.fi
www.kasola.fi
DISTRIBUTION
Helsinki Stock Exchange
Major media
SUPPLEMENT AND CORRECTION TO THE FINNISH LANGUAGE PROSPECTUS REGARDING NURMINEN LOGISTICS PUBLISHED BY KASOLA PLC, DATED 7 DECEMBER 2007
| Source: Nurminen Logistics Oyj