Aspo Plc Stock Exchange Release April 5, 2011 at 14:45 pm. Not for release, publication or distribution in or into the United States, Australia, Japan, Canada, Hong Kong or Singapore. The Board of Directors of Aspo has decided on a rights offering and its terms and conditions. Terms and conditions in brief: - A rights offering of approximately EUR 20 million - Subscription price of EUR 5.20 per share - One (1) new share for every seven (7) shares held on April 8, 2011 (1:7) - Trading in shares ex-subscription rights commences on April 6, 2011, and the record date of the offering is April 8, 2011 - Trading in subscription rights commences on April 13, 2011, and ends on April 20, 2011 - Subscription period commences on April 13, 2011, and ends on April 29, 2011 Based on the authorisation given by the Annual General Meeting on April 5, 2011, the Board of Directors of Aspo Plc ("Aspo" or "Company") has decided to offer up to 3,838,143 new shares ("Offer Shares") for subscription with pre- emptive rights to existing shareholders ("Rights Offering"). Aspo will raise gross proceeds of approximately EUR 20 million through the Rights Offering and intends to use the raised proceeds to support the Company's growth strategy through organic growth and business acquisitions, to strengthen its balance sheet and to develop its business. The shareholders who are registered in the Company's shareholders' register on the record date of the Rights Offering on April 8, 2011, will automatically receive one freely transferable subscription right in book-entry form for each existing share held in the Company. Seven (7) subscription rights entitle its holder to subscribe for one (1) Offer Share. The subscription price is EUR 5.20 per Offer Share corresponding an implied discount of approximately 35.0 per cent to the theoretical ex-rights price (TERP), calculated from the Aspo's closing price on NASDAQ OMX Helsinki on April 4, 2011, less the dividend of EUR 0.42 to be distributed for the year 2010. Subscription commitments Out of the major shareholders Henrik Nyberg, Aatos Vehmas, Tapio Vehmas, Ilmarinen Mutual Pension Insurance Company, Liisa Vehmas, Berling Capital Oy, Henrik Estlander, Gustav Nyberg, Varma Mutual Pension Insurance Company, Aspo Management Oy and Hollming Oy as well as all members of the Board of Directors have given irrevocable commitments to subscribe for the Offer Shares. The irrevocable commitments represent approximately 36.8 per cent of the Offer Shares. Publishing of the prospectus The Company has submitted for the approval of the Finnish Financial Supervisory Authority a prospectus relating to the Rights Offering in Finnish. Assuming that the prospectus is approved on or about April 8, 2011, the prospectus will be available in printed form and in the Finnish language beginning on or about April 11, 2011, at Aspo's head office at Lintulahdenkuja 10, FI-00500 Helsinki, Finland, and at the office of NASDAQ OMX Helsinki Ltd at Fabianinkatu 14, FI- 00100 Helsinki, Finland, and in electronic form on Aspo's website at www.aspo.fi. The approval of the prospectus will be announced separately. An announcement of the preliminary results of the Rights Offering is expected to be published on or about May 2, 2011 and the announcement relating to the final outcome of the Rights Offering is expected to be published on or about May 5, 2011. Holders of the convertible capital loan The Company has issued a convertible capital loan in 2009. To ensure the equal treatment of the holders of the convertible capital loan and Aspo's shareholders and in accordance with the terms and conditions of the convertible capital loan the Board of Directors of Aspo has on April 5, 2011, decided to amend the terms and conditions of the convertible capital loan in respect of the number of shares received as a result of conversion so that each loan note of EUR 50,000 entitles its holder to convert the note into 8,074 new shares in the Company. The conversion ratio is therefore amended to EUR 6.19. As a result of the Rights Offering the maximum number of new shares in the Company into which the convertible capital loan can be converted in total increases by 79,488 shares from what has been previously announced. The foregoing amendments to the terms and conditions of the convertible capital loan will come into force on or about May 6, 2011, provided that the Rights Offering is completed and the Offer Shares issued pursuant to the Rights Offering are registered in the Trade Register. The full terms and conditions of the Rights Offering are set out in the appendix of this stock exchange release. Pohjola Corporate Finance Ltd is acting as the Lead Manager for the Rights Offering. Helsinki, April 5, 2011 ASPO PLC Aki Ojanen CEO Further information: Aki Ojanen, CEO, tel. +358 9 5211, +358 400 106 592 Harri Seppälä, Group Treasurer, tel. +358 9 5211, +358 400 617 201 harri.seppala(a)aspo.com Distribution: NASDAQ OMX Helsinki Key media www.aspo.com Aspo is a conglomerate that owns and develops businesses in Northern Europe and growth markets focusing on demanding B-to-B customers. The aim of our strong corporate brands - ESL Shipping, Leipurin, Telko and Kaukomarkkinat - is to be the market leaders in their sectors. They are responsible for their own operations, customer relationships and the development of these. Together they generate Aspo's goodwill. Aspo's Group structure and business operations are developed persistently without any predefined schedules. IMPORTANT NOTICE: This press release is not an offer for subscription for shares in the Company. A prospectus relating to the Rights Offering referred to in this press release and the subsequent listing of the Offer Shares on NASDAQ OMX Helsinki has been filed with the Finnish Financial Supervisory Authority. The distribution of this press release in certain jurisdictions may be restricted by law and persons into whose possession it or any part of it comes should inform themselves about and observe any such restrictions. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This press release has not been approved by any regulatory authority. This press release is not a prospectus and investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by the Company in due course. Pohjola Corporate Finance Ltd is acting for the Company and no one else in connection with the Rights Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Offering and/or any other matter referred to in this announcement. Pohjola Corporate Finance Ltd accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company and the Offer Shares, or the Rights Offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pohjola Corporate Finance Ltd disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement. United States This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. No public offering of the securities referred to herein is being made in the United States. Copies of this announcement are not being, and may not be, distributed or sent, in whole or in part, directly or indirectly, into the United States, Australia, Canada, Hong Kong, Japan or Singapore. European Economic Area The Company has not authorised any offer to the public of shares or rights in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or rights may only be offered in Relevant Member States in circumstances, not requiring the company to publish a prospectus as provided under the Directive 2003/71/EC. United Kingdom This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. ATTACHMENT: Terms and conditions of the offering [HUG#1503384]
THE BOARD OF DIRECTORS OF ASPO HAS DECIDED ON A RIGHTS OFFERING AND ITS TERMS AND CONDITIONS
| Source: Aspo