Tiimari Plc Stock Exchange Release 27 September 2011 at 14.02
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”)
1. Name of the target company: Tiimari Plc (0106264-1)
2. Basis of notification:
The acquisition of shares based on the subscription and purchase commitments given and flagged on 10 June 2011.
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:
Unioca owns a total of 260,347,076 shares in Tiimari, amounting to 64.40% of Tiimari’s shares and votes once the new shares have been registered in the Trade Register. Unioca’s ownership consequently exceeds one half of Tiimari’s shares and votes. Tiimari has announced the result of the share issues on 27 September 2011. Prior to the transaction Unioca owned 3.837.731 shares in Tiimari (amounting to 23.29% of Tiimari’s shares and votes).
5. Description of the relevant terms of the arrangement
Unioca Partners Oy (“Unioca”) has executed in full the subscription and purchase commitments given and flagged on 10 June 2011. Unioca subscribed a total of 38,377,310 shares based on the subscription rights it received in the rights issue and a total of 51,111,111 shares in the directed issue. In addition, Tiimari’s Board of Directors allocated Unioca 57,968,432 unsubscribed shares from the rights issue based on the subscription guarantee given by Unioca. Unioca had furthermore acquired a total of 109,052,492 Tiimari shares based on the purchase agreements flagged on 10 June 2011. The total number of Tiimari shares owned by Unioca amounts to 260,347,076 shares once the new shares have been registered in the Trade Register (on or about 29 September 2011). At the same time, Unioca becomes Tiimari’s parent company.
The registered number of Tiimari Plc’s shares on the date of this release is 16,474,755 shares. The number of Tiimari Plc’s shares increases to a total of 404,275,522 shares as a result of the registration of the new shares subscribed in the share issues. The number of shares and votes owned by Unioca after the arrangement has been calculated in accordance with chapter 7, subsections (22) and (23) of Standard 5.2(b) published by the Finnish Financial Supervisory Authority (the “FFSA”) so that the new shares subscribed in the share issues have been taken into account in the total number of Tiimari shares.
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 Markets Act acquire or subscribe more shares in Tiimari or otherwise increase their number of votes in Tiimari from the level reached as a result of the abovementioned arrangements.
Niila Rajala
CEO
Tiimari Plc
Further information:
CEO Niila Rajala, Tiimari Plc
tel. + 358 (0)3 812911
Distribution:
NASDAQ OMX Helsinki
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