TULIKIVI CORPORATION STOCK EXCHANGE RELEASE
8 October 2013, at 13.45
TULIKIVI'S BOARD OF DIRECTORS HAS DECIDED ON A DIRECTED SHARE ISSUE IN A MAXIMUM AMOUNT OF APPROXIMATELY EUR 7.5 MILLION TO THE PUBLIC
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful.
The Board of Directors of Tulikivi Corporation ("Tulikivi" or "Company") has today, based on the authorization by the Extra General Meeting of Shareholders, decided on a directed share issue in a maximum amount of approximately EUR 7.5 million where new class A shares in the Company (the "Offer Shares") are offered, in deviation from the shareholders' pre-emptive right to subscription, to the public in Finland (the "Share Issue"). The Company offers a maximum of 22,727,273 Offer Shares which prior to the Share Issue corresponds to approximately 61.2 per cent of the Company's shares and approximately 18.5 per cent of the votes conferred by those shares. The grounds for the derogation from the shareholders' pre-emptive subscription right are that the capital raised by the Share Issue will be used to strengthen the balance sheet and financial position. Therefore, the Company has a weighty financial reason as referred to in chapter 9, section 4 of the Companies Act to derogate from the pre-emptive subscription right.
A number of Finnish institutional investors as well as certain other investors have undertaken to subscribe for Offer Shares in a maximum amount of approximately EUR 6.1 million. Subscription undertakings have been given by Mutual Insurance Company Pension Fennia, Mutual Pension Insurance Company Varma, Taaleritehdas Finland Value fund, Mutual Pension Insurance Company Ilmarinen, Finnish Cultural Foundation, Fennia Mutual Insurance Company, the non-UCITS fund Phoebus as well as a number of other investors, including the following members of the Company's Board of Directors: Harri Suutari, Olli Pohjanvirta, Pasi Saarinen, Nella Ginman-Tjeder, Markku Rönkkö and Anu Vauhkonen or companies under their control, as the case may be (each separately "Issuer of Subscription Undertaking" and jointly "Issuers of Subscription Undertaking"). Part of the subscription commitments contains customary conditions.
The Offer Shares are offered for subscription to private persons and entities in Finland with a minimum subscription of 5,000 Offer Shares.
The subscription period commences on 11 October 2013 at 9:30 a.m. and expires on 17 October 2013 at 4:30 p.m. at the latest. The Company's Board of Directors may decide to discontinue the subscription period. However, the Subscription Period may not be closed during the first three days or between 9:30 a.m. and 4:30 p.m. The subscription price is EUR 0.33 per Offer Share.
Subscription orders regarding the Offer Shares may be submitted at the following places of subscription:
In the event of excess demand the Offer Shares shall be allocated between the subscribers as follows: (1) firstly, to the Issuers of Subscription Undertaking so that each Issuer of Subscription Undertaking receives the number of Offer Shares corresponding to the issued subscription undertaking; and (2) secondly, so that the following are equally taken into account: (a) the subscriber's portion of subscriptions for Offer Shares to be allocated, and (b) the ratio of the total number of the Company's class A and class K shares held by the subscriber to the total number of class A and class K shares held by the subscribers of the Offer Shares to be allocated. The above-mentioned holdings of the subscribers are determined for allocation on the basis of the Company's shareholder register maintained by Euroclear Finland Ltd on 11 October 2013. Where the allocation is not possible on the basis of the above, lots shall be drawn.
The Company will publish the preliminary result of the Share Issue by a stock exchange release on approximately 18 October 2013. The Company's Board of Directors will decide on the approval of the subscriptions and on any allocations on approximately 21 October 2013. The Company will publish the final result of the Share Issue by a stock exchange release on approximately 21 October 2013. Offer Shares will be recorded on the subscriber's book-entry account after they have been entered in the Trade Register, on approximately 22 October 2013. Trading with the Offer Shares will commence on approximately 23 October 2013.
The Company has filed a prospectus concerning the Share Issue for approval by the Finnish Financial Supervision Authority. The prospectus will be approved on approximately 9 October 2013 and will be available as of approximately 10 October 2013 at the Company's headquarter, address Kuhnustantie 10, 83900 Juuka, during normal office hours, at the office of NASDAQ OMX Helsinki Ltd, address Fabianinkatu 14, 00130 Helsinki and in electronic form in the Finnish language at the Company's website http://www.tulikivi.fi/osakeanti. The approval of the prospectus will be separately announced.
The terms and conditions of the Share Issue have been appended to this stock exchange release. Pohjola Corporate Finance Ltd acts as lead manager of the Share Issue.
In Helsinki, on 8 October 2013
The Board of Directors
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100,
NASDAQ OMX Helsinki
Attachment: Terms and conditions of the directed share issue
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. These written materials do 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 U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
The Company has not authorized any offer to the public of securities 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 and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to legal entity which is a qualified investor as defined in article 2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii) persons falling within article 49(2) ("high net worth companies, unincorporated associations, etc") 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. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
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