Rocla Oyj STOCK EXCHANGE RELEASE Dec 15 2008 at 5.30 p.m.
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT
Rocla Oyj has received today a notification referred to in chapter 2, section 9
of the securities market act concerning the shares of Rocla Oyj.
ROCLA OYJ
Hilkka Webb
CFO
Distribution
NASDAQ OMX Helsinki
Main media
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT ON
A CHANGE IN HOLDINGS
The offer period in the public tender offer (the “Tender Offer”) by Mitsubishi
Caterpillar Forklift Europe B.V. (“MCFE”), a subsidiary of Mitsubishi Heavy
Industries, Ltd. (“MHI”), for all of the issued and outstanding shares and
option rights in Rocla Oyj (“Rocla”) that are not owned by Rocla or the MHI
group of companies commenced on 10 November 2008 and expired on 12 December
2008.
MCFE has today, on 15 December 2008, announced the preliminary result of the
Tender Offer according to which the shares tendered in the Tender Offer,
together with the Rocla shares already owned by MCFE and its group companies,
represent approximately 98.6 % of all the shares and voting rights in Rocla.
Together with the treasury shares owned by Rocla, these shares represent
approximately 99.2 % of all the shares and voting rights in Rocla. In addition,
all the outstanding option rights have been tendered into the Tender Offer.
Further, MCFE and Mitsubishi Caterpillar Forklift America Inc. (“MCFA”) which is
also a subsidiary of MHI, have today, on 15 December 2008, entered into an
agreement pursuant to which MCFA will sell to MCFE all of the shares held by
MCFA in Rocla, representing approximately 14.07 % of all the shares and voting
rights in Rocla. The share transfer will be effected on 16 December 2008. The
purchase price in the transaction was EUR 13.00 per each Rocla share, i.e. the
same price that MCFE has offered to pay for each Rocla share in the Tender
Offer. Upon the completion of the share transfer, MCFE will be the only entity
in the MHI group of companies holding Rocla shares.
At the date hereof, i.e. prior to the completion of the Tender Offer and the
transfer of MCFA's holding in Rocla to MCFE, MCFE's holding in Rocla amounts to
approximately 14.07 % of all the shares and voting rights in Rocla.
In accordance with Chapter 2, Section 9 of the Securities Market Act we hereby
notify the Financial Supervision Authority and Rocla that the holding of MCFE in
Rocla upon the settlement of the completion trades of the Tender Offer and upon
the transfer of MCFA's holding in Rocla to MCFE will exceed 2/3 of the shares
and voting rights in Rocla as follows:
Name of the target company
Rocla Oyj, Business Identity Code 0124294-1.
Date of change in holdings
Title to the Rocla shares purchased by MCFE from MCFA will pass to MCFE on 16
December 2008.
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 18 December 2008, and with respect to the option rights
tendered no later than on 23 December 2008. The completion trades will be
settled on or about 23 December 2008, upon which time title to the shares and
option rights tendered pursuant to the Tender Offer will pass to MCFE against
payment of the offer consideration.
Exact proportion of shares and voting rights in Rocla
Upon the settlement of the completion trades and the transfer of MCFA's holding
in Rocla to MCFE, MCFE's holding in Rocla will be as follows:
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| Number of shares | Proportion of shares | Proportion of voting |
| | | rights |
--------------------------------------------------------------------------------
| 4,203,670 | 98.6 % | 98.6 % |
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The registered share capital of Rocla comprises a total of 4,264,788 shares
entitling to 4,264,788 votes. At the date hereof, Rocla has in addition issued a
total of 106,000 option rights which entitle to subscribe for 106,000 Rocla
shares.
Should MCFE after the settlement of the completion trades decide to subscribe
for new shares in Rocla based on the option rights tendered pursuant to the
Tender Offer, MCFE's holding in Rocla would be as follows:
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| Number of shares | Proportion of shares* | Proportion of voting |
| | | rights* |
--------------------------------------------------------------------------------
| 4,309,670 | 98.6 % | 98.6 % |
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Shareholder's full name, Registration Number
Mitsubishi Heavy Industries, Ltd., registration number
0104-01-050387.
Mitsubishi Caterpillar Forklift Europe B.V., registration number
39052636.
* Assuming that all option rights would be converted into shares and that only
new shares would be issued on the basis of the share subscriptions, in which
case the number of issued and outstanding shares in Rocla would amount to a
total of 4,370,788.
In Helsinki on 15 December 2008
MITSUBISHI HEAVY INDUSTRIES, LTD.
MITSUBISHI CATERPILLAR FORKLIFT EUROPE B.V.