Tiimari Plc Stock Exchange Release 13 June 2011 at 17.27
NOTIFICATION OF CHANGE IN OWNERSHIP PURSUANT TO CHAPTER 2, SECTION 10 OF THE FINNISH SECURITIES MARKETS ACT
Tiimari Plc (”Tiimari”) has today received a notice pursuant to Chapter 2, Section 9 of the Finnish Securities Markets Act from Unioca Partners Oy (“Unioca”).
Unioca has today purchased all Tiimari’s convertible capital loans held by Virala Oy Ab, as well as all Tiimari’s shares held by Atine Group Oy and Vessilä Oy Ab. Pursuant to the transactions, Unioca’s share of Tiimari’s shares and votes exceeds the flagging threshold of 1/5.
The notice received from Unioca also relates to the contemplated financing arrangement published by Tiimari on 10 June 2011. Tiimari’s Board of Directors has on 10 June 2011 convened an Extraordinary General Meeting of Shareholders to resolve on authorizing the Board of Directors of Tiimari to undertake a rights issue pursuant to the shareholders’ pre-emptive right of subscription, as well as a directed issue of shares to some of Tiimari’s creditors. Tiimari has received subscription commitments and guarantees in relation to the financing arrangement, e.g. from Unioca, such commitments being conditional upon the resolution by the Extraordinary General Meeting of Shareholders. Unioca’s portion of Tiimari’s shares and votes may exceed the flagging threshold of 2/3 if the planned share issues are carried out solely in accordance with the subscription commitments and guarantees given.
1. Name of the target company: Tiimari Plc (0106264-1)
2. Basis of notification:
(a) Purchase of shares and convertible capital loans completed on 13 June 2011, resulting in exceeding the flagging threshold of 1/5.
(b) Financing arrangement published by Tiimari on 10 June 2011 that, if carried out, may result in exceeding the flagging threshold of 2/3 (commitments given on 10 June 2011 in relation to the contemplated financing arrangement).
3. Name and business identity code of the person subject to the notification obligation: Unioca Partners Oy (2403088-8)
4. Portion of the target company’s votes and shares:
(a) Prior to the purchase of shares and the financing arrangement Unioca did not own any shares or votes in Tiimari.
(b) Following the purchase of shares completed on 13 June 2011, Unioca owns a total of 3,837,731 shares in Tiimari, amounting to 23.29% of Tiimari’s shares and votes, as well as Tiimari’s convertible capital loans 2009 and 2011 which are subject to the undertakings pertaining to the proposed financing arrangement (based on their current terms, the convertible capital loans would entitle to a total of 3,810,163 new shares). This theoretical change of ownership is not flagged due to the financing arrangement described below.
(c) Provided that the financing arrangement published by Tiimari on 10 June 2011 (and proposed to the Extraordinary General Meeting of Shareholders) is carried out and the commitments and guarantees given by Unioca will be completed in full, Unioca will own a total of 260,347,076 shares in Tiimari following the arrangement which would correspond to a maximum of 68.37% of Tiimari’s shares and votes following the arrangement - provided that the financing arrangement will be completed in accordance with the commitments and guarantees given. In this case Unioca would become the parent company of the Tiimari group. The final ownership of Unioca in connection with the completion of the financing arrangement depends on the final size of the share issues (see section 5 below) and may be substantially smaller.
5. Additional information
Tiimari has on 10 June 2011 publish its plan and proposal for a financing arrangement including a rights issue, the maximum size of which is EUR 14,83 million and 164,747,550 shares, and a directed issue, the maximum size of which is EUR 23,8 million and 264,222,221 shares. Tiimari has received subscription commitments and guarantees in respect of a total of 122,222,219 new shares in the proposed rights issue and in respect of a total of 242,111,107 new shares in the proposed directed issue.
In the proposed financing arrangement, Unioca has given commitments and guarantees in respect of a total of 256,509,345 shares as follows:
(a) Subscription commitment in the rights issue: 38,377,310 shares
(b) Subscription guarantee in the rights issue: 57,968,432 shares
(c) Subscription commitment in the directed issue (convertible capital loans): 51,111,111 shares
(d) Forward contracts: 109,052,492 shares.
If the financing arrangement is executed and the subscription commitments and undertaking given by Unioca are completed in full, Unioca will after the financing arrangement own the total of 260,347,076 Tiimari shares.
The subscription and underwriting commitments submitted for the rights issue and the directed issue are conditional upon the fulfillment of the following preconditions:
(i) The Extraordinary General Meeting of Tiimari decides to grant the Board of Directors the authorization to execute the share issues;
(ii) The Board of Directors of Tiimari decides by 31 October 2011 at the latest to execute the share issues;
(iii) Prior to commencing the share issues the Board of Directors of Tiimari drafts and publishes listing prospectuses, in accordance with the Finnish Securities Markets Act, based on which Tiimari’s new shares would become subject to public trading in accordance with the terms of the share issues and Tiimari has complied with the disclosure requirements of the Finnish Securities Markets Act.
The notification of change in ownership is given under the following presumptions:
(i) the share issues are completed once the extraordinary meeting of shareholders has granted an authorization for them,
(ii) in the rights issue, only such number of new shares are subscribed that corresponds with the EUR 11,0 million subscription commitments and undertakings received by Tiimari, and
(iii) in the directed issue, only such number of new shares are subscribed that corresponds with the EUR 21,8 million subscription commitments received by Tiimari.
The portion of Tiimari’s shares (68.37%) notified herewith corresponds therefore only with the portion that Unioca will have if in the financing arrangement only such number of new shares are subscribed that corresponds with the subscription commitments and undertakings received by Tiimari. Unioca’s final portion of Tiimari’s shares depends substantially on the result of the share issuances.
The FFSA has on 10 June 2011 granted Unioca an exemption from the obligation to make a tender offer for the shares and instruments entitling to shares in Tiimari pursuant to Chapter 6, Section 10 of the Finnish Securities Markets Act. The exemption is in force as long as the ownership of Unioca pursuant to Chapter 6, Section 10 of the Finnish Securities Markets Act exceeds three tenths (3/10) of Tiimari’s votes. The exemption is subject to the condition that neither Unioca nor other persons, entities or foundations as defined in Chapter 6, Section 10, sub-section 2 of the Finnish Securities Market Act acquire or subscribe more shares in Tiimari or otherwise increase their number of votes in Tiimari.
The number of Tiimari’s shares registered in the Trade Register as per 13 June 2011 amounts to 16,474,755 shares. Each share entitles to one vote. Provided that the Extraordinary General Meeting of Shareholders approves the proposed authorization, the number of new shares to be issued would amount to a maximum of 164,747,550 new shares in the rights issue and to a maximum of 264,222,221 new shares in the directed issue to certain creditors. Accordingly, provided that the share issues would be completed in full, the total number of Tiimari’s shares following the arrangement would amount to 445,444,526 shares.
Niila Rajala
CEO
Tiimari Plc
Further information:
CEO Niila Rajala, Tiimari Plc
tel. +358 (0)3 812911
Distribution:
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