Tiimari Plc Stock Exchange Release 31 August 2011 at 10.50
THE REGISTRATION DOCUMENT OF TIIMARI PLC, THE SECURITIES NOTES RELATING TO THE COMPANY’S EMISSIONS DECIDED ON 30TH AUGUST 2011 AND THE PREVIOUSLY UNPUBLISHED INFORMATION CONTAINED THEREIN
NOT TO BE PUBLISHED OR DISTRIBUTED PARTIALLY OR IN ITS ENTIRETY IN THE UNITED STATES OF AMERICA, GREAT BRITAIN, HONG KONG, AUSTRALIA, JAPAN, SINGAPORE, OR CANADA.
The Financial Supervisory Authority has on 30th August 2011 accepted the Registration Document of Tiimari Plc dated 30th August 2011 and the Securities Notes relating to the Rights Issue and the Directed Issue decided on the 30th August 2011 containing a summary of the information included in the Registration Document. The Documents are published and available in the Company’s website www.tiimari.com and in address www.nordea.fi/sijoita on or about 31.8.2011 ,and are available in print in the subscriptionplaces and in the Company headquarters at Tasetie 8, 01510 Vantaa on or about 5.9.2011. The Registration Document and the Securities Notes are available only in the Finnish language.
In the un-audited tables included in the Registration Documents, the Company presents a previously unpublished summary of the assumptions made for the purposes of the Tiimari segment impairment test undertaken on 5th August 2011, comparative information from the last three financial years and a more detailed analysis of the sensitivity of the testing for changing variables. Information, which is annexed to this notice, is given solely to support the evaluation of sensitivity in this context and is based on management’s assessments and assumptions. There are several uncertainties affecting these assessments and assumptions, some of which are described among others in the “Risk factors/Riskitekijät” Section of the Company’s Registration Document (only available in the Finnish language). Investors should also give particular attention to the Section “Some information about the registration document - forecasts on future / ”Eräitätietoja esitteestä – Tulevaisuutta koskevat näkemykset” of the Registration Document.
In the Securities Note the Company’s Board of Directors presents the following previously unpublished statement regarding thesufficiency of the Company’s working capital:
”On the date of this Securities Note, the Company’s current working capital is not sufficient for the needs of the Company for the following 12 months”
However, on the date of this Securities Note,the Company’s working capital is sufficient for theneeds of the Company’sfor the following 12 months, if
(a) The Rights Issue and the Directed Issueare undertaken to an extent corresponding, at the minimum, with the underwritings and commitments given for them; and
(b) Tiimari-Group will reach the sales, profitability and profit forecasts deriving from the strategy revised in connection with the Company Re-financing; and
(c) Cashflow effects of the Tiimari Groups’ accounts payable materialize as forecasted by the Company.
Management is confident that the Rights Issue and the Directed Issue will be undertaken to the extent corresponding, at the minimum, with the underwritings and commitments given for them. In addition, all other share subscriptionsthe investors will make and pay, will strengthen the Company’s working capital.
Due to the seasonality of the business, the majority of the Company’s profit and cash flows accrue fromthe Christmas sales during the last quarter of the fiscal year. Especially in the current general economic situation that decreases the predictability of the consumer demand, it is hard to predict the Company’s sales, profitability and profit for the last quarterpf the year. If the Company would significantly fall behind its sales, profitability and profit objectives and/or if the cash flow effects of the Tiimari Groups’ accounts payable would differ from the forecasted cash flow of the Company thus increasing the working capital needs, the Company is planning to cover the possible deficit by postponing the investments planned for early 2012 and by selling the shares of the non-operating Tiimari Sweden AB. To improve its financial situation the Company has on 1oth June 2011 announced that it is also considering and examining the possibilities to sell the Gallerix business segment.
Even if the Company could, as described above, to cover the potential working capital deficit, there is no certainty of that the Company could in all circumstances to fulfill the financial covenants included in itsdebt financing agreements and/or to fulfill so called cleandown and other termsand conditions relating to its credits from the financial institutions, in which case the financiers would have the premature right to call in the loans (see Section “Risk factors – Financial Risks”/ "Riskitekijät - Rahoitusriskit" and Section “Profitfrom the Operations and the Financial Position – Liquidity and Sources of the Capital - Loans from the Financial Institutions / "Liiketoiminnan tulos ja taloudellinen asema - Maksuvalmius ja pääomalähteet - Rahoituslaitoslainat” of the Registration Document). Securing the sufficiency of the working capital and the continuance of the Company’s business would in such eventrequirethe re-structuring of the Companyloans from the Financial Institutions and/or to success inacquiring new debt or equity financing.”
Vantaa, 31.8.2011
Tiimari Plc
The Board of Directors
Further Information:
Niila Rajala, CEO, tel +358 3 812 911
DISTRIBUTION
NASDAQ OMX Helsinki
Main media
www.tiimari.com
The information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Japan, Canada, Hong Kong or Singapore. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the United States Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
The information contained herein 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 be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities to the public in the United Kingdom. No Prospectus has been or will be approved in the United Kingdom in respect of the securities. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and (iii) high net worth entities falling within Article 49(2) of the FP Order, and other persons to whom it may lawfully be communicated, (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.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at locations receiving subscriptions for shares.
Nordea Bank Finland Plc. is acting exclusively for Tiimari Plc. and no one else in connection with the share issue. It will not regard any other person (whether or not a recipient of this document) as a client in relation to the share issue and will not be responsible to anyone other than Tiimari Plc. for providing the protections afforded to its clients, nor for giving advice in relation to the share issue or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Nordea Bank Finland Plc. as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Nordea Bank Finland Plc. assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaims, to the fullest extent permitted by applicable law, any and all liability which it may otherwise be found to have in respect of this release.
