Oriola-KD Corporation Stock Exchange Release 10 February 2015 at 2 p.m.
Not for publication or distribution, directly or indirectly, in or into
Australia, Canada, Hong Kong special administrative region of the People's
Republic of China, Japan, New Zealand, South Africa, Singapore or the United
States or any other jurisdiction in which the distribution or release would be
unlawful.
ORIOLA-KD CORPORATION BOARD OF DIRECTORS HAS DECIDED ON A EUR 75.6 MILLION
RIGHTS OFFERING
The rights offering in brief:
* Rights offering of EUR 75.6 million to strengthen Oriola-KD Corporation's
balance sheet and improve its equity ratio
* One (1) new A share for five (5) existing A shares held on the record date
of 12 February 2015, and one (1) new B share for five (5) existing B shares
held on the record date of 12 February 2015
* Subscription price of EUR 2.50 per each new A share and per each new B share
* Oriola-KD Corporation shares will trade ex-rights from 11 February 2015
* Subscription period begins on 17 February 2015 and ends on 3 March 2015
* Trading in subscription rights begins on 17 February 2015 and ends on 25
February 2015
Overview of the Rights Offering
The Board of Directors of Oriola-KD Corporation ("Oriola-KD" or the "Company")
has, based on the authorization granted by the Annual General Meeting of
shareholders on 24 March 2014, resolved on the rights offering of EUR 75.6
million (the "Offering"). The purpose of the Offering is to strengthen the
Company's balance sheet and improve its equity ratio in order to prepare for the
rearrangement of the Company's financing.
Oriola-KD is offering for subscription to its shareholders a total of no more
than 9,429,742 new A shares (the "New A Shares") and no more than 20,798,643 new
B shares (the "New B Shares", and jointly with the New A Shares the "Offer
Shares"). Oriola-KD grants to each of its shareholders who are registered in the
Company's shareholders' register maintained by Euroclear Finland Ltd one (1)
freely transferable A subscription right (the "A Subscription Right") in the
form of a book-entry for each one (1) A share owned on the record date 12
February 2015 (the "Record Date") of the Offering and one (1) freely
transferable B subscription right (the "B Subscription Right", and jointly with
the A Subscription Right the "Subscription Rights") in the form of a book-entry
for each one (1) B share owned on the record date of the Offering. Every five
(5) A Subscription Rights will entitle their holder to subscribe for one (1) new
A share, and every five (5) B Subscription Rights will entitle their holder to
subscribe for one (1) new B share (the "Primary Subscription"). The subscription
price of the New A Shares and the New B Shares is EUR 2.50 per share (the
"Subscription Price"). The Subscription Price includes a discount of
approximately 30 per cent compared to the closing price of the Company's A share
of EUR 3.55, and a discount of approximately 29 per cent compared to the closing
price of Company's B share of EUR 3.53, on NASDAQ OMX Helsinki Ltd (the
"Helsinki Stock Exchange") on the trading day immediately preceding the decision
on the Offering, 9 February 2015.
Shares will trade ex-rights from 11 February 2015. Trading in Subscription
Rights will commence on 17 February 2015 at 9:30 a.m. Finnish time and end on
25 February 2015 at 6:30 p.m. Finnish time. The subscription period commences on
17 February 2015 at 9:30 a.m. Finnish time and ends on 3 March 2015 at 4:30 p.m.
Finnish time. Subscription Rights remaining unexercised at the end of the
subscription period will expire without any compensation.
If the Offer Shares are subscribed for in full, they represent approximately
19.98 per cent of all shares and related voting rights in the Company prior to
the Offering and approximately 16.65 per cent of all shares and related voting
rights in the Company after the completion of the Offering. Existing
shareholders and other investors who have subscribed for Offer Shares pursuant
to the Primary Subscription may subscribe for Offer Shares that have not been
subscribed for pursuant to the Primary Subscription (the "Secondary
Subscription"). The allocation of Offer Shares in the Secondary Subscription
will be primarily determined per book-entry account in proportion to the number
of Subscription Rights exercised for subscription of Offer Shares. Shares
remaining unsubscribed under the Primary Subscription and the Secondary
Subscription may be directed for subscription as resolved by the Board of
Directors. The Board of Directors has made a commitment to offer the shares that
thusly remain unsubscribed to Triton IV Luxco No. 16 S.à r.l.
Oriola-KD expects to publish the preliminary results of the Offering in a stock
exchange release on or about 4 March 2015 and the final results of the Offering
on or about 6 March 2015.
The terms and conditions of the Offering are attached to this stock exchange
release.
The Lead Manager of the Offering is Pohjola Bank plc. Hannes Snellman Attorneys
Ltd acts as Oriola-KD's legal adviser.
Publication of the prospectus
In relation to the Offering, Oriola-KD has submitted a Finnish language
prospectus in accordance with the Finnish Securities Markets Act (746/2012, as
amended) for the approval of the Finnish Financial Supervisory Authority, and
such approval is expected to be received on 12 February 2015. The Finnish
language prospectus is expected to be available on Oriola-KD's website
www.oriola-kd.com/anti2015 and at www.op.fi/merkinta on or about 13 February
2015. The printed version is expected to be available on or about 17 February
2015 at the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki,
Finland and at Pohjola Bank plc at Vääksyntie 4, FI-00510 Helsinki, Finland.
Background for the Offering
Based on the share issue authorisation granted by the Annual General Meeting of
shareholders on 24 March 2014, the Board of Directors of the Company resolved on
10 February 2015 to carry out the Offering based on the pre-emptive subscription
right of the shareholders. The purpose of the Offering is to strengthen the
Company's balance sheet and improve its the equity ratio in order to prepare for
the rearrangement of the Company's financing. The Company intends to use the
proceeds from the Offering for general business purposes and for possible
corporate acquisitions in accordance with the Company's strategy.
Subscription Undertakings and Subscription Guarantee
Varma Mutual Pension Insurance Company as well as Harry Brade (who is a member
of the Board of Directors of the Company), personally and through entities
represented by Brade, (together the "Subscription Undertakers") have each
severally irrevocably undertaken to subscribe for Offer Shares in proportion to
their respective ownership, i.e. in total 11.9 per cent of the offered Class A
shares and 3.1 per cent of the Offered Class B Shares, respectively, and the
votes represented by the said shares. The undertaking by Varma Mutual Pension
Insurance Company is conditional upon Oriola-KD having received regarding the
Offering a binding subscription guarantee concerning all of the Offer Shares
that have not been subscribed for based on the Primary Subscription or the
Secondary Subscription, as the case may be (except as regards the Offer Shares
covered by a subscription commitment).
In addition, Triton IV Luxco No. 16 S.à r.l. (the "Guarantor"), a company
controlled by Triton IV Fund, has given Oriola-KD a subscription guarantee to
undertake to subscribe for the Offer Shares possibly remaining unsubscribed for
after the Primary Subscription and the Secondary Subscription, except as regards
the Offer Shares covered by the subscription commitments given by the
Subscription Undertakers.
Press conference
Oriola-KD Corporation organizes a press conference regarding the Offering for
portfolio managers, analysts, and the media on Friday 13 February 2015 at 9:00
a.m. at Hotel Kämp, Pohjoisesplanadi 29, Helsinki, Finland.
ORIOLA-KD CORPORATION
Tuomas Itkonen
CFO
ADDITIONAL INFORMATION:
Tuomas Itkonen
CFO
Tel: +358 40 596 4004
e-mail: tuomas.itkonen@oriola-kd.com
Eero Hautaniemi
President and CEO
Tel: +358 10 429 2109
e-mail eero.hautaniemi@oriola-kd.com
Distribution:
NASDAQ OMX Helsinki Ltd
Key media
Released by:
Oriola-KD Corporation
Group Communications
Orionintie 5
FI-02200 Espoo, Finland
www.oriola-kd.com
DISCLAIMER
The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, the Hong Kong special
administrative region of the People's Republic of China, Japan, New Zealand,
South Africa, Singapore or the United States. The issue, exercise or sale of
securities in the offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes 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 a
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.
These written materials do not constitute an offer for sale of securities in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration under the U.S. 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 securities in the United States.
The Company has not authorised 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 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 any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. 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 by any measure
implementing the Prospectus Directive in that Relevant 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.
The information contained herein shall not constitute a public offering of
shares in the United Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this document relates will be only available to, and will be engaged in
only with, relevant persons. Any person who is not a relevant person should not
act or rely on this announcement or any of its contents
TERMS AND CONDITIONS OF THE OFFERING
Offering
The Annual General Meeting of Oriola-KD Oyj (the "Company") held on 24 March
2014 authorised the Company's Board of Directors to decide on an offering
against consideration in one or more batches. The authorisation covers a total
of a maximum of 9,500,000 A shares and 21,000,000 B shares, together
corresponding to approximately 20.2 per cent of all of the shares in the
Company. The authorisation is in force for a period of 18 months from the
resolution of the General Meeting.
Based on the aforementioned authorisation given by the Annual General Meeting,
the Company's Board of Directors on 10 February 2015 resolved on an offering
based on the shareholders' pre-emptive subscription right, in which a maximum of
9,429,742 new A shares (the "New A Shares") and a maximum of 20,798,643 new B
shares (the "New B Shares", jointly with the New A Shares, the "Offer Shares")
will be issued in accordance with the terms and conditions presented herein (the
"Offering").
Provided that the Offer Shares are subscribed for in full, the New A Shares
issued in the Offering represent approximately 20 per cent of the Company's A
shares and votes conferred by them prior to the Offering, and approximately
16.67 per cent of the Company's A shares and votes conferred by them after the
Offering. The New B Shares issued in the Offering represent approximately 19.98
per cent of the Company's B shares and votes conferred by them prior to the
Offering, and approximately 16.65 per cent of the Company's B shares and votes
conferred by them after the Offering. Thus, the Offer Shares altogether
represent, at a maximum, approximately 19.98 per cent of all shares in the
Company and 19.98 per cent of the votes conferred by all shares in the Company
prior to the Offering, and at maximum approximately 16.65 per cent of all shares
in the Company and 16.65 per cent of the votes conferred by all shares in the
Company after the Offering.
Pohjola Bank plc (the "Lead Manager") acts as the lead manager of the Offering.
Subscription Right
Primary Subscription
The Offer Shares will be offered to the Company's shareholders in proportion to
their shareholdings in such a way that the New A Shares are offered to holders
of the Company's A shares and, correspondingly, the New B Shares are offered to
holders of the Company's B shares.
Shareholders registered in the shareholders' register maintained by Euroclear
Finland Ltd ("Euroclear") on the record date of the Offering, 12 February 2015
(the "Record Date"), will receive one (1) subscription right in the form of a
book-entry entitling them to subscribe for New A Shares (the "A Subscription
Right") for each one (1) A share they own on the Record Date and one (1)
subscription right in the form of a book-entry entitling them to subscribe for
New B Shares (the "B Subscription Right", jointly with the A Subscription Right,
the "Subscription Rights") for each one (1) B share they own on the Record Date
(the "Primary Subscription"). In accordance with the normal clearing period for
stock market trading, trades made no later than on 10 February 2015 affect the
shareholders' register of the Record Date.
Each five (5) A Subscription Rights entitles to subscribe one (1) New A Share,
and each five (5) B Subscription Rights entitles to subscribe one (1) New B
Share. Fractions of Offer Shares cannot be subscribed for. Own shares owned by
the Company do not entitle to Subscription Rights.
Secondary Subscription
In addition, shareholders or other investors that have subscribed for Offer
Shares pursuant to the Primary Subscription, have the right to subscribe for
such Offer Shares that have not been subscribed for pursuant to the Primary
Subscription (the "Secondary Subscription").
Unsubscribed Shares
Shares remaining unsubscribed under the Primary Subscription and the Secondary
Subscription may be directed for subscription as resolved by the Board of
Directors. The Board of Directors has made a commitment to offer the shares that
thusly remain unsubscribed to the Guarantor (as defined below).
Subscription Undertakings and Subscription Guarantee
Varma Mutual Pension Insurance Company as well as Harry Brade (who is a member
of the Board of Directors of the Company), personally and through entities
represented by Brade, (together the "Subscription Undertakers") have each
severally irrevocably undertaken to subscribe for Offer Shares in proportion to
their respective ownership, i.e. in total 11.9 per cent of the offered Class A
shares and 3.1 per cent of the Offered Class B Shares and the votes attached
thereto, respectively. The undertaking by Varma Mutual Pension Insurance Company
is conditional upon Oriola-KD having received regarding the Offering a binding
subscription guarantee concerning all of the Offer Shares that have not been
subscribed for based on the Primary Subscription or the Secondary Subscription,
as the case may be (except as regards the Offer Shares covered by a subscription
commitment).
In addition, Triton IV Luxco No. 16 S.à r.l. (the "Guarantor"), a company
controlled by Triton IV Fund, has given Oriola-KD a subscription guarantee to
undertake to subscribe for the Offer Shares possibly remaining unsubscribed for
after the Primary Subscription and the Secondary Subscription, except as regards
the Offer Shares covered by the subscription commitments given by the
Subscription Undertakers.
Subscription Price
The subscription price for New A Shares and New B Shares is EUR 2.50 per share
(the "Subscription Price"). The Subscription Price will be credited in full to
the Company's invested unrestricted equity reserve.
The Subscription Price includes a discount of approximately 30 per cent compared
to the closing price of the Company's A shares, EUR 3.55, and a discount of
approximately 29 per cent compared to the closing price of the Company's B
shares, EUR 3.53, on NASDAQ OMX Helsinki (the "Helsinki Stock Exchange") on the
trading day preceding the resolution concerning the Offering, i.e. 9 February
2015.
Subscription Period
The subscription period will commence on 17 February 2015 at 9:30 AM Finnish
time and end on 3 March 2015 at 4:30 PM Finnish time (the "Subscription
Period"). Account operators and custodians may require their customers to make
their subscription orders prior to the end of the subscription period or the
closing of the trading in Subscription Rights.
The subscription period for the shares that possibly remain unsubscribed for
after the Secondary Subscription ends on 6 March 2015 at 8:00 AM.
Exercising the Subscriptions and Payment of the Offer Shares
Holders of Subscription Rights may participate in the Offering by subscribing
for the Offer Shares using the Subscription Rights on their book-entry account
and by paying the Subscription Price corresponding to the relevant Offer Shares.
Shareholders or other investors who have participated in the Primary
Subscription can subscribe for the Offer Shares in the Secondary Subscription by
giving a subscription order and by paying the Subscription Price corresponding
to the relevant Offer Shares.
The subscription order must be given in keeping with the instructions of the
Lead Manager or the account operator concerned. The Subscription Price
corresponding to the Offer Shares in the Offering must be paid in full at the
time of making the subscription in line with the instructions issued by the Lead
Manager or the account operator concerned. The subscription for Offer Shares
without Subscription Rights must be made at the same time as Offer Shares are
subscribed for on the basis of Subscription Rights.
Subscription orders can be given at the following subscription places:
* Offices of the cooperative banks belonging to OP Group and of Helsinki OP
Bank Plc during their normal business hours.
* OP + 358 100 0500 Call service. Customers subscribing by phone must have a
personal online banking agreement with the OP Group. When subscribing by
phone, the shareholder's identity will be verified with online banking
codes; and
* Through such account operators which have an agreement for receiving
subscriptions with the Lead Manager.
Shareholders or other investors participating in the Offering, whose shares or
Subscription Rights are held through a nominee, must give their subscription
orders in accordance with the instructions given by their nominee.
Any exercise of the Subscription Rights in the Primary or Secondary Subscription
is irrevocable and may not be modified or cancelled other than as set forth
under "Right to withdraw subscriptions in certain circumstances" in these terms
and conditions.
Subscription Rights remaining unexercised at the end of the Subscription Period
on 3 March 2015 at 4:30 PM Finnish time will expire without compensation.
Trading in Subscription Rights
The Subscription Rights are freely transferable, and they will be subject to
public trading on the Helsinki Stock Exchange approximately between 17 February
2015 and 25 February 2015. The price of the Subscription Rights on the Helsinki
Stock Exchange will be determined on the basis of the prevailing market
situation. Subscription Rights may be acquired or sold by giving a purchase or
sales order to one's own custodian, account operator or other securities broker.
The ISIN code of the A Subscription Rights is FI4000146790 and their trading
code is OKDAVU0115, and the ISIN code of the B Subscription Rights is
FI4000146808 , and their trading code is OKDBVU0115.
Approval of Subscriptions and Publication of the Results of the Offering
The Board of Directors of the Company will approve all subscriptions pursuant to
the Subscription Rights made in accordance with these terms and conditions of
the Offering and applicable laws and regulations.
In the event that not all of the Offer Shares issued in the Offering have been
subscribed for on the basis of the Subscription Rights, the Board of Directors
of the Company shall resolve on the allocation of the unsubscribed Offer Shares
to those shareholders and other investors who have made a Secondary
Subscription. If the Offering is oversubscribed as a consequence of
subscriptions made by these subscribers, the subscriptions made by a shareholder
or other investors will be approved on a share class-specific basis, pro-rata to
the Subscription Rights used by these parties in conjunction with the Primary
Subscription on a book-entry account-specific basis, to a maximum of the amount
of the Secondary Subscription made and, if this cannot be done, by drawing lots.
If several subscription orders related to a certain book-entry account are
given, these subscription orders will be combined into one subscription order
concerning the book-entry account.
The Board of Directors of the Company will resolve on the approval of the
subscriptions approximately on 6 March 2015. The Company will publish the final
result of the Offering in a stock exchange release approximately on 6 March
2015. If the Company does not allocate all the Offer Shares subscribed in the
Secondary Subscription as set out in the investor's subscription order, the
Company will refund the Subscription Price corresponding to the Offer Shares
that were not obtained to the investor approximately on 9 March 2015. No
interest will be paid on the refunded amount.
The Company will confirm the acceptance or rejection of the subscriptions made
without Subscription Rights to those investors to whom the Board of Directors of
the Company has after the Secondary Subscription offered shares for
subscription. The Subscription Price for the aforementioned subscription becomes
due and payable immediately upon the aforementioned confirmation, and the
related subscription period ends on 6 March 2015 at 8:00 AM.
Right to Withdraw Subscriptions in Certain Circumstances
Pursuant to the Securities Markets Act, if the Prospectus contains an error or
omission or new material information appears after the Financial Supervisory
Authority has approved the Prospectus, but before trading in the Offer Shares
begins, and such error, omission or new information may have material relevance
to investors, the subscribers that have undertaken to subscribe for the Offer
Shares before a rectification or supplement concerning the matter is published
will have a right to withdraw their subscriptions. The subscribers have the
right to withdraw their subscriptions within two (2) banking days from the
publication of the rectification or the supplement. Furthermore, an additional
prerequisite for the withdrawal is that error, omission or material new
information is discovered before trading in the interim shares representing the
Offer Shares begins or, in case of the Secondary Subscription, before the Offer
Shares are delivered to the subscribers. The withdrawal of a subscription covers
the subscriptions made under the subscription being withdrawn in its entirety.
The right to withdraw and the related procedural instructions will be published
in a stock exchange release simultaneously with the possible supplement to the
Prospectus. If holders of Subscription Rights have sold or otherwise transferred
their Subscription Rights, such sale or transfer cannot be withdrawn.
Registration of the Offer Shares on Book-entry Accounts and Trading in the Offer
Shares
The Offer Shares subscribed in the Offering will be issued in book-entry form in
the book-entry securities system maintained by Euroclear. Offer Shares
subscribed for on the basis of Subscription Rights will be recorded on the
subscriber's book-entry account as interim shares (the ISIN code of the interim
A shares is FI4000146816 and their trading code is OKDAVN0115, and the ISIN
code of the interim B shares is FI4000146824 and their trading code is
OKDBVN0115) after the subscription. Trading in the interim shares on the
Helsinki Stock Exchange will begin approximately on 4 March 2015, i.e. on the
first trading day following the end of the Subscription Period. The interim
shares are freely transferable.
The interim shares corresponding to the Offer Shares will be combined with the
Company's current share classes (A share: ISIN code: FI0009014344, trading code
OKDAV; B share: ISIN code: FI0009014351, trading code OKDBV), when the Offer
Shares have been registered in the Trade Register. The combination will take
place approximately on 9 March 2015.
The Offer Shares are freely transferable. Trading in the Offer Shares on the
Helsinki Stock Exchange is expected to commence approximately on 10 March 2015.
The Shareholders' Rights in Relation to the Offer Shares
The Offer Shares will entitle in full to any possible dividend distributed by
the Company and produce other shareholders' rights in the Company as of the time
the Offer Shares are entered into the Trade Register, which is estimated to
occur on 9 March 2015.
Charges and expenses
The subscription of Offer Shares is free of transfer tax as well as separate
charges and fees. Custodians, account operators and securities brokers that
execute orders pertaining to Subscription Rights may charge a commission in
accordance with their price lists for the transactions. Custodians and account
operators will also charge the fees specified in their price lists for the
maintenance of book-entry accounts, account transactions and the custody of
shares.
Foreign shareholders
The Company has not undertaken any measures in terms of offering the Offer
Shares anywhere else than in Finland, and the Offer Shares are not offered to
individuals whose participation in the Offering would require a separate
prospectus or any measures other than those required by Finnish law. Regulations
in force in other countries may impose restrictions on participation in the
Offering.
Other matters
Other matters and practical actions relating to the issue of Offer Shares and
the Offering will be decided on by the Board of Directors of the Company.
Applicable law and dispute resolution
The Offering is governed by the laws of Finland. Any disputes arising from the
Offering will be settled by the court of competent jurisdiction in Finland.
Documents on display
The documents referred to in Chapter 5, section 21 of the Limited Liability
Companies Act are on display for the duration of the Subscription Period in the
Company's head office at Orionintie 5, 02200 Espoo, Finland, and on the
Company's website at www.oriola-kd.com/anti2015.
[HUG#1893163]
ORIOLA-KD CORPORATION BOARD OF DIRECTORS HAS DECIDED ON A EUR 75.6 MILLION RIGHTS OFFERING
| Source: Oriola-KD Oyj