Jussi Capital Oy/ Release 14.4.2014 3:30 p.m
THE MANDATORY PUBLIC TENDER OFFER PERIOD OF JUSSI CAPITAL OY IN SIEVI CAPITAL SHARES COMMENCES ON 15 APRIL 2014
Not to be distributed in or into Australia, the Hong Kong special administrative region of the People’s Republic of China, Singapore, Canada, Japan, New Zealand, Australia, South Africa or the United States
Jussi Capital Oy (“Jussi Capital” or the “Offeror”) announced on 7 April 2014 its obligation to make a mandatory public tender offer (“Tender Offer” or “Offer”) for all shares in Sievi Capital Plc (“Sievi Capital” or “Company”). Jussi Capital owns 30.400.829 shares in Sievi Capital, which corresponds to 50.07 per cent of all shares and respective voting rights. Excluding treasury shares held by Sievi Capital, Jussi Capital holds 52.63 per cent of Sievi Capital outstanding shares and voting rights.
Sievi Capital shareholders who own 18.01 per cent of outstanding shares (17.13 per cent of all shares) have given their irrevocable and unconditional commitment to accept the tender offer.
The consideration being offered is a cash consideration of EUR 1.44 for each share in Sievi Capital (“Offer Price”). The Board of Directors of the Company has on 8 April 2014 proposed to the general meeting that for the financial year 2013, a dividend of EUR 0.05 per share, i.e. in total EUR 2,888,272 will be distributed. According to the proposal, the dividend will be paid to those shareholders, who on the record day of April 11 2014, are entered in the Company’s Register of Shareholders, kept by Euroclear Finland Oy. The dividend payment day is 23 April 2014. The dividend will be paid to the Company’s shareholders and the dividend is hence considered in the Offer Price.
The Offer Price is approximately 18 per cent higher compared to the closing price of EUR 1.22 on the last trading day before the arising of the Tender Offer. The Offer Price represents a 16% premium to the average trade weighted price of EUR 1.24 during the last three months on the NASDAQ OMX Helsinki and a 27% premium to the average trade weighted price of EUR 1.13 during the last twelve months on the NASDAQ OMX Helsinki. Sievi Capital does not on this date have any other registered securities entitling to shares in the Company.
The tender offer acceptance period (“Offer Period”) commences on 15 April 2014 at 9.30am (Finnish time) and expires on 9 May 2014, unless the Offer Period is extended. Jussi Capital offers to purchase all shares in Sievi Capital. The Tender Offer is not conditional on reaching a certain level of ownership.
The Finnish Financial Supervisory Authority has today approved the tender offer document (“Offer Document”). The Offer Document is available from 14 April onwards at the offices of the Offerer at Jussinrinne 12, 85410 Sievi, at the office of the lead manager, Nordea Bank as well as on the Internet at www.jussicapital.fi/ and www.nordea.fi/osakkeet. The Offer
Document is available in Finnish.
The terms and conditions related to the Offer are attached and are only available in Finnish.
In the Tender Offer, Nordea Investment Banking acts as the financial advisor and Attorneys at law Borenius as a legal advisor.
Jussi Capital Oy
Board of Directors
Further information:
Jarkko Takanen, CEO
+358 40 554 5500
jarkko.takanen@jussicapital.fi
DISTRIBUTION
Helsinki Stock Exchange
Sievi Capital Plc
The Tender Offer is not being made and Shares will not be accepted for purchase from or on behalf of persons, directly or indirectly, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated in the Tender Offer document. This announcement, the Tender Offer document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction by any means including without limitation mail, facsimile transmission, e-mail, telephone or Internet. In particular, the Tender Offer is not being made to the United States, Canada, Australia, New Zealand, South Africa, China, Hong Kong, Singapore, or Japan.