TIIMARI PLC Stock Exchange Release 24.4.2009, at 08.30 TIIMARI PLC's DIRECTED ISSUE - PRICE SETTING, FINAL TERMS AND CONDITIONS AND THE OUTCOME FROM THE BOOKBUILDING The Board of Directors of Tiimari Plc (the ”Company”) has on April 23, 2009 resolved - by virtue of the authorization granted by the Annual General Meeting on April 7, 2009 - to issue 5,175,535 new shares (“Shares”). The offered amount was increased from the amount previously announced by 20,000 shares because of the overbooking. Nordea Corporate Finance acted as the Bookrunner of the offering during April 20 to 23, 2009. The directed issue was offered to less than a hundred investors. The Board of Directors set the Subscription Price for the Shares at EUR 1,25 based on the outcome in the book-building procedure and also decided on the final terms and conditions of the directed issue. The pre-emptive subscription rights of the shareholders are deviated from since the purpose of the share issue is to strengthen the balance sheet structure and the financial position of the Company in a way that is financially efficient and less time-consuming and taking the instability of the financial market into consideration. A total of 5,175,535 Shares are being issued by the Company and they represent approximately 45, 8 per cent of the shares in the Company prior to the issue. The Board of Directors accepted the subscriptions and resolved on the allocation of the new shares to the subscribers. A total of 2,631,036 Shares were allocated to Company's related parties who as has been earlier informed had indicated their intention to subscribe shares for at least 3 million euro. The Shares shall be paid for on April 29, 2009 at the latest. The number of the shares in the Company will be 16,486,605 shares after the issue. The Shares are estimated to be entered into the trade register on April 30, 2009. The shares entitle to shareholders' rights in the Company as from the registration of the Shares. The Shares will issued in the Finnish book-entry system. The Shares are estimated to be entered on the shareholders' book-entry securities accounts as temporary shares on April 29, 2009. The Shares are expected to be registered as ordinary shares in the Company on May 13, 2009 prior to being admitted to listing on the Nasdaq OMX Helsinki. Application will be made for admission of the Shares in the Company to listing on the Nasdaq OMX Helsinki when the Prospectus required for the admission of the Shares has been approved by the Financial Supervisory Authority. It is expected that the admission will become effective and that the dealings will commence in the Share on or about May 14, 2009. Tiimari Plc The Board of Directors Distribution: Nasdaq OMX Helsinki Principal media www.tiimari.com For further information: Hannu Krook, the President, phone +358 3-812911, e-mail: hannu.krook@tiimari.fi ANNEX TERMS AND CONDITIONS OF THE SHARE ISSUE Share subscription The Board of Directors of Tiimari Plc (the ”Company”) will on April 23, 2009 - by virtue of the authorization granted by the Annual General Meeting on April 7, 2009 - issue 5,175,535 new shares. As an outcome from the issue the total number of ordinary shares in the company will increase to 16,486,605 shares at the most. The issued shares represent about 45.8 per cent of the registered number of shares in the company prior to the issue. Subscription rights The pre-emptive subscription rights of the shareholders are deviated from and the new shares will be offered to be subscribed for by less than a hundred mainly qualified institutional or professional investors identified in the book-building process by Nordea Corporate Finance (“Nordea”) and accepted by the Board of Directors. The pre-emptive rights of the shareholders are deviated from since the purpose of the directed issue is the need to strengthen balance sheet and the financial position of the company in a way that takes into consideration the instability in the financial market and is quick and cost effective. The Board of Directors resolves that there are thus weighty financial reasons from the company's perspective to deviate from the pre-emptive subscription rights of the shareholders. Subscription period The subscription period commenced on April 20, 2009 and ended on April 23, 2009 at 18.00 hours. The shares are subscribed immediately after the book-building is closed in accordance with the underwritings made. Subscription price and its entry into the balance sheet The subscription price is euro 1.25. The price is based on the book-building procedure by Nordea and is considered the fair value of the Shares by the Board of Directors. The subscription price shall be recorded as an increase in the unrestricted invested equity fund. Terms of payment The subscription price shall be paid on April 29, 2009 at the latest in accordance with the payment instructions provided by Nordea. The subscription price may also be paid by setting off when approved by the Board. Subscription, approval of subscriptions and conditions The subscription of the shares is entered into a separate subscription list. Subscriptions are binding. The Board of Directors will resolve on the allocation of the new shares in case of oversubscription and on the approval or dismissal of subscriptions by April 24, 2009. The approval is conditional to that the allocated share are paid for in accordance to the payment instructions from Nordea by April 29, 2009 at the latest. The Board of Directors is authorized to decide on cancelling the issue totally or partly. The book-entry of the new shares and application for admission to listing The Shares will issued in the Finnish book-entry system. The Shares are estimated to be entered on the shareholders' book-entry securities accounts on April 29, 2009. The Shares shall be registered as ordinary shares in the Company immediately after the subscriptions are approved. Application will be made for admission of the shares to listing on the Nasdaq OMX Helsinki within the existing series. The dealings are expected to commence on May 14, 2009 when the Prospectus that is required for the listing has been both inspected and approved by the Financial Supervisory Authority. Shareholder rights The shares entitle to dividend and other rights in the Company as from the registration of the new shares. Other issues The Board of Directors will decide on other matters related to the share issue.
Tiimari Plc's Directed issue - Price setting, Final terms and Conditions and the Outcome from the Bookbuilding
| Source: Tiimari Oyj Abp