ROCLA OYJ STOCK EXCHANGE RELEASE NOVEMBER 6, 2008 2.00 p.m.
MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V. WILL COMMENCE THE PUBLIC TENDER
OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN ROCLA OYJ ON 10 NOVEMBER 2008
The board of directors of Rocla Oyj (“Company”) has today received information
that on 10 November 2008 Mitsubishi Caterpillar Forklift Europe B.V. (“MCFE”), a
subsidiary of Mitsubishi Heavy Industries, Ltd. will commence the public tender
offer for all the shares and option rights of the Company not owned by the
Company and that are not owned by MCFE or its group companies.
The Finnish Financial Supervision Authority has today approved the offer
document relating to the tender offer. The offer document will be available in
Finnish from 10 November 2008 onwards at Sampo Bank Plc's branch offices and at
the office of NASDAQ OMX Helsinki at Fabianinkatu 14, FI-00130 Helsinki,
Finland, and on the internet at www.sampopankki.fi/osakkeet and www.rocla.com,
and in English on the internet at www.sampopankki.fi/equities and www.rocla.com.
The press release published by MCFE, which includes the terms and conditions of
the tender offer, has been attached to this stock exchange release in its
entirety (Appendix 1).
ROCLA OYJ
Board of directors
APPENDIX 1
MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V. PRESS RELEASE 6 November 2008 at
12:15
MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V. WILL COMMENCE THE PUBLIC TENDER
OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN ROCLA OYJ ON 10 NOVEMBER 2008
Mitsubishi Caterpillar Forklift Europe B.V. ("MCFE"), a subsidiary of Mitsubishi
Heavy Industries, Ltd., announced on 23 October 2008 a public tender offer to
purchase all of the issued and outstanding shares and option rights in Rocla Oyj
("Rocla") that are not owned by Rocla and not already owned by MCFE or its group
companies (the "Tender Offer"). The Board of Directors of Rocla has unanimously
recommended the shareholders to accept the Tender Offer.
The price offered in the Tender Offer is EUR 13.00 per share in cash. The offer
price represents a premium of 100.0 per cent compared to the closing price of
the Rocla shares on NASDAQ OMX Helsinki Ltd. ("NASDAQ OMX Helsinki") on 22
October 2008, the last trading day preceding the announcement of the Tender
Offer, and a premium of 49.7 per cent compared to the volume-weighted average
trading price of the Rocla shares on NASDAQ OMX Helsinki during the last 3
months preceding the announcement of the Tender Offer. The offer price for the
option rights is EUR 2.07 in cash for each option right.
MCFE, together with its group companies, currently owns 28.1 per cent of all the
shares and votes in Rocla. In addition, Rocla shareholders Oy Etra Invest Ab,
EVK-Capital Oy and Eero Karvonen, representing in total 27.7 per cent of the
shares and votes in Rocla, have undertaken irrevocably and unconditionally to
accept the Tender Offer.
The acceptance period under the Tender Offer commences on 10 November 2008 at
9:30 am Finnish time and expires on 12 December 2008 at 4:00 pm Finnish time.
MCFE reserves the right to extend or discontinue the acceptance period in
accordance with the terms and conditions of the Tender Offer. A shareholder or a
holder of option rights may at any time prior to the expiry of the offer period
or the extended offer period, as the case may be, withdraw the shares or option
rights tendered.
The Finnish Financial Supervision Authority has today approved the offer
document relating to the Tender Offer. The offer document will be available in
Finnish from 10 November 2008 onwards at Sampo Bank Plc's ("Sampo Bank") branch
offices and at the office of NASDAQ OMX Helsinki at Fabianinkatu 14, FI-00130
Helsinki, Finland, and on the internet at www.sampopankki.fi/osakkeet and
www.rocla.com, and in English from 10 November 2008 onwards on the internet at
www.sampopankki.fi/equities and www.rocla.com.
Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form, to their
customers who are registered as shareholders in the shareholders' register of
Rocla. Sampo Bank will send a notification of the Tender Offer, including
instructions and the relevant acceptance form, to holders of option rights
registered in the optionholders' register of Rocla. The acceptance must be given
in accordance with the instructions and within the time limits provided by the
relevant book-entry account operator or Sampo Bank. Shareholders who do not
receive such notification and instructions can contact Sampo Bank's branch
offices, Sampo Bank Private Banking or Sampo Bank Customer Service, telephone
+358(0)10 546 3159, and holders of option rights can contact Danske Markets
Corporate Finance, telephone +358 (0)10 546 7942, where such shareholders and
holders of option rights will receive all necessary information and can give
their acceptance to the Tender Offer with respect to their shares and/or option
rights in Rocla. A shareholder in the Company whose shareholdings are registered
in the name of a nominee and who wishes to accept the Tender Offer shall effect
such acceptance in accordance with the nominee's instructions.
The obligation of MCFE to accept the shares and option rights validly tendered
and to complete the Tender Offer shall be subject to the satisfaction or, to the
extent permitted by applicable law, waiver by MCFE of the conditions to
completion as set forth below in the terms and conditions of the Tender Offer.
MCFE reserves the right to complete the Tender Offer even if the conditions to
completion of the Tender Offer are not fulfilled by waiving such unfulfilled
conditions.
MCFE will announce the preliminary result of the Tender Offer on or about the
first Finnish banking day following the expiry of the offer period, or, if
applicable, the extended or discontinued offer period, and will announce the
final result of the Tender Offer on or about the third Finnish banking day
following the expiry of such offer period. The announcement of the final result
will confirm the percentage of the shares and option rights that have been
validly tendered and not properly withdrawn and whether the Tender Offer will be
completed.
The detailed terms and conditions of the Tender Offer have been enclosed in
their entirety as an annex to this press release (Annex 1).
Citi acts as MCFE's financial advisor and Roschier, Attorneys Ltd. as MCFE's
legal advisor in connection with the Tender Offer. Danske Markets acts as the
arranger of the Tender Offer.
MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V.
Board of Directors
INFORMATION REGARDING MITSUBISHI HEAVY INDUSTRIES, LTD.
Mitsubishi Heavy Industries, Ltd. (MHI), headquartered in Tokyo, Japan, is one
of the world's leading heavy machinery manufacturers, with consolidated sales of
3,203 billion yen in the fiscal year ended March 31, 2008. MHI's diverse lineup
of products and services encompasses shipbuilding, power plants, chemical
plants, environmental equipment, steel structures, industrial and general
machinery, aircraft, space rocketry and air-conditioning systems.
For more information, please visit the MHI website
(http://www.mhi.co.jp/en/index.html) and MCFE website
(https://www.mcfe.com/mcfe/).
INFORMATION REGARDING ROCLA OYJ
Rocla Oyj, headquartered in Järvenpää, Finland has been listed on the Helsinki
Stock Exchange's Main List since 1997. Rocla's consolidated 2007 sales were EUR
124.9 million. Rocla develops, manufactures and markets electric warehouse
trucks and automated guided vehicles (AGVs) and related services and solutions
during their lifespan.
For more information visit the Rocla website (http://www.rocla.com).
Annex 1: TERMS AND CONDITIONS OF THE TENDER OFFER
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THIS PRESS RELEASE IS NOT AND MAY NOT BE
DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE
PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT
LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE.
1. TERMS AND CONDITIONS OF THE TENDER OFFER
The following sets forth the terms and conditions of the Tender Offer.
Capitalized terms appearing in these terms and conditions of the Tender Offer
which are not defined in this Chapter 1 have the meanings ascribed to such terms
in the preceding sections of this Tender Offer Document.
1.1 Object of the Tender Offer
Pursuant to the terms and conditions set forth below, the Offeror offers to
acquire (i) all of the issued and outstanding Shares in the Company not owned by
the Company and that are not already owned by the Offeror or its group companies
and (ii) all of the issued and outstanding Option Rights in the Company.
According to the terms and conditions of the Option Rights, the Option Rights
are freely transferable when the relevant share subscription period has begun.
The Board of Directors of Rocla may, however, permit the transfer of the Option
Rights also before such date and, under the Combination Agreement, the Rocla
Board has undertaken to grant a permission to the holders of Option Rights to
transfer the Option Rights to the Offeror by accepting the Tender Offer and
tendering the Option Rights into the Tender Offer. Further, the Company's 2007
share incentive plan includes restrictions on the free transferability of the
Incentive Shares as a result of which the Rocla Board has under the Combination
Agreement undertaken to grant a permission to the holders of the Incentive
Shares to transfer their Incentive Shares to the Offeror by accepting the Tender
Offer and tendering the Incentive Shares into the Tender Offer. Information
about the above resolutions of the Rocla Board is attached to this Tender Offer
Document as Annex F.
1.2 Offer Price
The Share Offer Price for each Share validly tendered in accordance with the
terms and conditions of the Tender Offer is EUR 13.00 in cash.
The Option Right Offer Price for each Option Right validly tendered in
accordance with the terms and conditions of the Tender Offer is EUR 2.07 in
cash.
1.3 Offer Period
The Offer Period commences on 10 November 2008 at 9:30 am (Finnish time) and
expires on 12 December 2008 at 4:00 pm (Finnish time), unless the Offer Period
is extended or discontinued as set forth below.
The Offeror may extend the Offer Period at any time. The Offeror will inform of
the possible extension of the Offer Period by a press release at the latest on
12 December 2008. The Offeror will inform of a possible extension of an already
extended or discontinued Offer Period at the latest on the first Finnish banking
day following the expiry of the Offer Period. If the Offeror extends the Offer
Period, the Offer Period will expire on the date and at the time to which the
Offeror extends the Offer Period unless the extended Offer Period is
discontinued as set forth below.
The maximum duration of the Offer Period (including any extended period) is ten
(10) weeks. However, if the Conditions to Completion (as defined below) have not
been satisfied due to a particular obstacle such as, for example, pending
competition clearances, the Offeror may according to the FSA Standard 5.2.c (dno
8/120/2004) extend the Offer Period beyond ten (10) weeks until such obstacle
has been removed and the Offeror has had a reasonable time to respond to the
situation. In such a case the date of the expiry of the extended Offer Period
will be published at least two (2) weeks before such expiry.
The Offeror may discontinue the Offer Period or the extended Offer Period should
all the Conditions to Completion be satisfied or waived by the Offeror before
the expiry of the Offer Period or the extended Offer Period and execute the sale
and purchase of the Shares and Option Rights validly tendered and not properly
withdrawn. The Offer Period will, however, have a duration of at least three (3)
weeks. Should the Offeror discontinue the Offer Period or the extended Offer
Period, the Offeror will announce its decision thereon as soon as possible after
such decision has been made and in any case at least one (1) week before the
expiry of the discontinued Offer Period or extended Offer Period. If the Offeror
discontinues the Offer Period or the extended Offer Period, the Offer Period or
the extended Offer Period will expire on such earlier date and at the time
indicated in such announcement made by the Offeror.
1.4 Conditions to Completion of the Tender Offer
The obligation of the Offeror to accept the Shares and Option Rights validly
tendered and to complete the Tender Offer shall be subject to the satisfaction
or, to the extent permitted by applicable law, waiver by the Offeror of the
following conditions ("Conditions to Completion") on or prior to the date of
execution of the sale and purchase of the Shares and Option Rights pursuant to
the Tender Offer (the "Closing Date"):
1) the receipt of all necessary regulatory approvals, permits and consents,
including competition clearances, on terms acceptable to the Offeror;
2) the abolishment of the Redemption Clause from the Articles of Association of
Rocla by the Extraordinary General Meeting of Shareholders of Rocla;
3) no event, circumstance or change having occurred after the Announcement that
results in or constitutes, or that can reasonably be expected to result in or
constitute, a Material Adverse Change (as defined below);
4) the Offeror not, after the Announcement, having received information
previously undisclosed to it that has resulted in or constituted, or than can
reasonably be expected to result in or constitute, a Material Adverse Change (as
defined below);
5) no court or regulatory authority of competent jurisdiction having given an
order or issued any regulatory action preventing, postponing or materially
challenging the consummation of the Tender Offer; and
6) the Combination Agreement between MHI, MCFE and Rocla not having been
terminated and remaining in force.
"Material Adverse Change" means any divestment or reorganization of any material
part or asset of Rocla or its subsidiaries or any material adverse change in the
business, assets, financial condition or results of operations of Rocla and its
subsidiaries, taken as a whole, excluding any change (i) in financial or
economic conditions generally, such change not being disproportionate in
relation to Rocla relative to other industry participants or (ii) attributable
to actions of the Offeror or MHI in relation to the Tender Offer or the business
of Rocla.
The Offeror reserves the right to waive, to the extent permitted by applicable
law, any of the Conditions to Completion that have not been satisfied.
1.5 Obligation to increase the Tender Offer or to pay compensation
The Offeror reserves the right to acquire Shares in public trading on NASDAQ OMX
Helsinki during the Offer Period or otherwise before the expiry of the Offer
Period at a price not exceeding the Share Offer Price of EUR 13.00.
If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2
of the Finnish Securities Market Act acquires, before the expiry of the Offer
Period, Shares or Option Rights at a higher price than the Share Offer Price or
the Option Right Offer Price or otherwise on terms that are more favorable than
those of the Tender Offer, the Offeror must according to Chapter 6, Section 13
of the Finnish Securities Market Act amend the terms and conditions of the
Tender Offer to correspond to this acquisition on more favorable terms
(obligation to increase the offer). The Offeror shall then, without delay, make
public the triggering of the obligation to increase the offer and pay, in
connection with the completion of the Tender Offer, the difference between the
acquisition on more favorable terms and the consideration offered in the Tender
Offer to the holders of securities who have accepted the Tender Offer.
If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2
of the Finnish Securities Market Act acquires, during the nine (9) months
following the expiry of the Offer Period, Shares or Option Rights in Rocla at a
higher price than the Share Offer Price or the Option Right Offer Price or
otherwise on terms that are more favorable than those of the Tender Offer, the
Offeror must according to Chapter 6, Section 13 of the Finnish Securities Market
Act compensate those holders of securities who have accepted the Tender Offer
for the amount equal to the difference between the acquisition on more favorable
terms and the consideration offered in the Tender Offer (obligation to
compensate). The Offeror shall then, without delay, make public the triggering
of the obligation to compensate and pay the difference between the acquisition
on more favorable terms and the consideration offered in the Tender Offer within
one month after the triggering of the obligation to compensate to the holders of
securities who have accepted the Tender Offer.
According to Chapter 6, Section 13, Subsection 5 of the Finnish Securities
Market Act, the obligation to compensate shall, however, not be triggered in
case the payment of a higher price than the Share Offer Price or the Option
Right Offer Price is based on an arbitral award pursuant to the Finnish
Companies Act, provided that the Offeror or any party referred to in Chapter 6,
Section 10, Subsection 2 of the Finnish Securities Market Act has not offered to
acquire Shares or Option Rights on terms that are more favourable than those of
the Tender Offer before or during the arbitral proceedings.
1.6 Acceptance Procedure of the Tender Offer
Shares
Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form to their
customers who are registered as shareholders in the shareholders' register of
the Company. Shareholders who do not receive such notification from their
book-entry account operator or asset manager can contact Sampo Bank's offices
and Sampo Bank Private Banking or Customer Service, telephone +358 (0)10 546
3159. where such shareholders shall receive all necessary information and can
give their acceptance.
A shareholder in the Company whose shareholdings are registered in the name of a
nominee and who wishes to accept the Tender Offer shall effect such acceptance
in accordance with the nominee's instructions.
Pledged Shares may only be tendered with the consent of the relevant pledgee.
The obtaining of such consent shall be the responsibility of the relevant
shareholder in the Company.
A shareholder in the Company who is registered as a shareholder in the
shareholders' register of the Company and who wishes to accept the Tender Offer
shall submit a properly completed and duly executed acceptance form to the
account operator managing the shareholder's book-entry account in accordance
with its instructions and within the time limit set by the account operator or,
in the case such account operator does not accept acceptance forms (e.g. the
Finnish Central Securities Depository), such shareholder shall contact Sampo
Bank to give his/her acceptance to tender the Shares. The acceptance form shall
be submitted so that it is received during the Offer Period or, if the Offer
Period has been extended, during such extended Offer Period, however, always in
accordance with the instructions of the relevant account operator. The method of
delivery of acceptance forms is at the shareholder's option and risk, and the
delivery will be deemed made only when actually received by such account
operator or Sampo Bank.
By accepting the Tender Offer, the shareholders of the Company authorize Sampo
Bank or the account operator managing the shareholder's book-entry account to
sell the Shares to the Offeror in accordance with the terms and conditions of
the Tender Offer.
A shareholder may accept the Tender Offer only unconditionally and in relation
to all of its Shares registered on the relevant book-entry account and subject
to the right to withdraw the Shares tendered in accordance with the terms and
conditions of the Tender Offer. The Offeror may reject any partial tender of the
Shares.
A shareholder that has validly accepted the Tender Offer and that has not
properly withdrawn its acceptance in accordance with the terms and conditions of
the Tender Offer may not sell or otherwise dispose of its tendered Shares unless
otherwise provided by mandatory law. A transfer restriction in respect of the
Shares will be registered in the relevant book-entry account after a shareholder
has submitted the acceptance for the Tender Offer. If the Tender Offer is not
completed or if the tender is properly withdrawn by the shareholder in
accordance with the terms and conditions of the Tender Offer, the transfer
restriction registered on the tendered Shares in the relevant book-entry account
will be removed as soon as possible and within approximately three (3) Finnish
banking days following the announcement that the Tender Offer will not be
completed or the receipt of a notice of withdrawal in accordance with the terms
and conditions of the Tender Offer.
Option Rights
Sampo Bank will send a notification of the Tender Offer, including instructions
and the relevant acceptance form to all holders of Option Rights registered in
the optionholders' register of the Company. Holders of Option Rights who do not
receive such notification from Sampo Bank can contact Danske Markets Corporate
Finance, telephone +358 (0)10 546 7942.
A holder of Option Rights in the Company registered in the optionholders'
register of the Company and wishing to accept the Tender Offer shall submit a
properly completed and duly executed acceptance form to Sampo Bank in accordance
with its instructions and within the time limit set by Sampo Bank. The
acceptance form shall be submitted so that it is received during the Offer
Period or, if the Offer Period has been extended, during such extended Offer
Period, however, always in accordance with the instructions of Sampo Bank. The
method of delivery of acceptance forms is at the option and risk of an Option
Right holder, and the delivery will be deemed made only when actually received
by Sampo Bank.
By accepting the Tender Offer, the holders of Option Rights of the Company
authorize Sampo Bank to sell the Option Rights to the Offeror in accordance with
the terms and conditions of the Tender Offer.
A holder of Option Rights may accept the Tender Offer only unconditionally and
in relation to all of its Option Rights and subject to the right to withdraw the
Option Rights tendered in accordance with the terms and conditions of the Tender
Offer. The Offeror may reject any partial tender of the Option Rights.
A holder of Option Rights that has validly accepted the Tender Offer and that
has not properly withdrawn its acceptance in accordance with the terms and
conditions of the Tender Offer may not sell or otherwise dispose of its tendered
Option Rights unless otherwise provided by mandatory law.
1.7 Withdrawal Rights
Shares and Option Rights validly tendered in accordance with the terms and
conditions of the Tender Offer may be withdrawn at any time prior to the expiry
of the Offer Period, or if the Offer Period has been extended, prior to the
expiry of the extended Offer Period.
The proper withdrawal of the Shares and Option Rights validly tendered requires
that a written notice of withdrawal is submitted to the same account operator to
whom the acceptance form with respect to such Shares and/or Option Rights was
submitted. In case the acceptance form with respect to Shares and/or Option
Rights was submitted to Sampo Bank, the notice of withdrawal must be submitted
to Sampo Bank. In case of holdings that are registered in the name of a nominee,
the shareholder shall instruct the nominee to submit the notice of withdrawal.
If a shareholder withdraws its acceptance of the Tender Offer in accordance with
the terms and conditions of the Tender Offer, the transfer restriction
registered on the tendered Shares in the relevant book-entry account will be
removed as soon as possible and within approximately three (3) Finnish banking
days following the receipt of a notice of withdrawal in accordance with the
terms and conditions of the Tender Offer.
Withdrawn Shares and Option Rights may be re-tendered by following the
acceptance procedures described in Section 1.6 above prior to the expiry of the
Offer Period or, if the Offer Period has been extended, prior to the expiry of
such extended Offer Period.
The account operator managing the relevant book-entry account or the nominee may
charge a fee for withdrawals in accordance with its price lists.
1.8 Announcement of the Result of the Tender Offer
The Offeror will announce the preliminary result of the Tender Offer on or about
the first (1st) Finnish banking day following the expiry of the Offer Period or,
if applicable, the extended or discontinued Offer Period, and the final result
of the Tender Offer on or about the third (3rd) Finnish banking day following
the expiry of the Offer Period or, if applicable, the extended or discontinued
Offer Period. The announcement of the final result will confirm (i) the
percentage of the Shares and Option Rights that have been validly tendered and
not properly withdrawn and (ii) whether the Tender Offer will be completed.
1.9 Terms of Payment and Settlement of Shares
The sale and purchase of the Shares validly tendered and not properly withdrawn
in accordance with the terms and conditions of the Tender Offer will be executed
on the Closing Date, which shall be no later than four (4) Finnish banking days
following the expiry of the Offer Period, or if the Offer Period has been
extended or discontinued, the expiry of the extended or discontinued Offer
Period. The sale and purchase of the Shares will take place on NASDAQ OMX
Helsinki if permitted by the rules applicable to securities trading on NASDAQ
OMX Helsinki. Otherwise the sale and purchase of the Shares will take place
outside of NASDAQ OMX Helsinki.
Settlement will be effected on or about the third (3rd) Finnish banking day
following the Closing Date (the "Settlement Date"). The payment of the Share
Offer Price will be deposited on the Settlement Date into the bank account
connected to the shareholder's book-entry account or, in the case of
shareholders whose holdings are registered in the name of a nominee, into the
bank account specified in the acceptance form. If the bank account of a
tendering shareholder is with a different banking institution than such holder's
book-entry account, the Share Offer Price will be paid, in accordance with the
schedule of money transactions between banking institutions, to the
shareholder's bank account so that it is on the shareholder's bank account
approximately two (2) Finnish banking days following the Settlement Date, at the
latest.
The Offeror reserves the right to postpone the payment of the Share Offer Price
if payment is prevented or suspended due to a force majeure event, but shall
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
1.10 Terms of Payment and Settlement of Option Rights
The sale and purchase of the Option Rights validly tendered and not properly
withdrawn in accordance with the terms and conditions of the Tender Offer will
be executed no later than seven (7) Finnish banking days following the expiry of
the Offer Period, or if the Offer Period has been extended or discontinued, the
expiry of the extended or discontinued Offer Period. The sale and purchase of
the Option Rights will take place outside of NASDAQ OMX Helsinki.
Settlement will be effected on the same day as the sale and purchase of the
Option Rights, i.e. no later than seven (7) Finnish banking days following the
expiry of the Offer Period, or if the Offer Period has been extended or
discontinued, the expiry of the extended or discontinued Offer Period ("Option
Right Settlement Date"). The payment of the Option Right Offer Price will be
deposited on the Option Right Settlement Date into the bank account specified in
the acceptance form. If the bank account of a tendering Option Right holder is
with a different banking institution than Sampo Bank, the Option Right Offer
Price will be paid, in accordance with the schedule of money transactions
between banking institutions, to the Option Right holder's bank account so that
it is on the Option Right holder's bank account approximately two (2) Finnish
banking days following the Option Right Settlement Date, at the latest.
The Offeror reserves the right to postpone the payment of the Option Right Offer
Price if payment is prevented or suspended due to a force majeure event, but
shall immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.
1.11 Transfer of Ownership
Title to the Shares and Option Rights validly tendered in the Tender Offer will
pass to the Offeror on the Settlement Date (and the Option Right Settlement
Date) against the payment of the Share Offer Price or Option Right Offer Price
by the Offeror to the tendering shareholder or Option Right holder.
1.12 Transfer Tax and Other Payments
The Offeror will pay the Finnish transfer tax, if any, payable on the sale and
purchase of the Shares and Option Rights.
Possible fees charged by book-entry account operators, in accordance with their
agreement with the shareholder or Option Right holder, relating to the possible
transfers to the book-entry system of the Shares or Option Rights that have not
been transferred to the book-entry system, as well as fees charged by book-entry
account operators, asset managers, nominees or any other person for registering
the release of pledges or other possible restrictions preventing a sale of the
relevant Shares or Option Rights, as well as fees relating to a withdrawal of
the tender by a shareholder or an Option Right holder in accordance with Section
1.7 above, will be borne by each shareholder or Option Right holder. The Offeror
shall be responsible for other customary fees relating to book-entry
registrations required for the purposes of the Tender Offer, the sale and
purchase of the Shares and Option Rights tendered under the Tender Offer or the
payment of the Share Offer Price or the Option Right Offer Price.
1.13 Other Issues
The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 6, Section 7 of the Finnish Securities Market
Act.
The Offeror reserves the right to extend the Offer Period and to amend the terms
and conditions of the Tender Offer in accordance with Chapter 6, Section 8 of
the Finnish Securities Market Act if, during the Offer Period, a competing
tender offer for the Shares is made public by a third party.
The Offeror shall have sole discretion to determine all other issues relating to
the Tender Offer, subject to the requirements of applicable law.
The Tender Offer is not being made directly or indirectly in any jurisdiction
where prohibited by applicable law and this Tender Offer Document and related
acceptance forms are not and may not be distributed, forwarded or transmitted
into or from any jurisdiction where prohibited by applicable law by any means of
whatsoever including, without limitation, mail, facsimile transmission, e-mail
or telephone.
MCFE WILL COMMENCE THE PUBLIC TENDER OFFER FOR THE SHARES AND OPTION RIGHTS IN ROCLA ON NOV 10
| Source: Rocla Oyj