Oriola-KD Corporation Stock Exchange Release 4 March 2015 at 9.00 a.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Not for publication or distribution, directly or indirectly, in or into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.
The preliminary results of Oriola-KD's rights offering: the offering has been
concluded successfully
According to the preliminary results of Oriola-KD Corporation's ("Oriola-KD" or
"the Company") EUR 75.6 million rights offering (the "Offering"), 12,303,538 new
A shares (the "New A Shares"), representing approximately 130.5 per cent of the
9,429,742 New A Shares offered, and 31,485,060 new B shares (the "New B Shares"
and jointly with the New A Shares, the "Offered Shares"), representing
approximately 151.4 per cent of the 20,798,643 New B Shares offered, were
subscribed for. The shares subscribed for represent in total approximately
144.9 per cent of all Offered Shares. Due to the oversubscription, the
subscription guarantee will not be utilised.
9,010,593 New A Shares and 20,017,596 New B Shares, representing approximately
96.0 per cent of all Offered Shares, were subscribed for on the basis of
subscription rights. 3,292,945 New A Shares and 11,467,464 New B Shares,
representing approximately 48.8 per cent of all Offered Shares, were subscribed
for in the secondary subscription.
The subscription period in the Offering ended on 3 March 2015 at 4:30 p.m. The
Offered Shares subscribed for on the basis of subscription rights have been
recorded on the subscribers' book-entry account as interim shares (the trading
code of the interim A shares is OKDAVN0115 and the trading code of the interim B
shares OKDBVN0115). Trading in the interim shares on the NASDAQ OMX Helsinki Ltd
stock exchange will begin today, 4 March 2015. The interim shares are freely
transferable.
The interim shares corresponding to the Offered Shares will be combined with the
Company's respective current share classes (the trading code of the A shares is
OKDAV and trading code of the B shares OKDBV) once the Offered Shares have been
registered in the Finnish Trade Register. The combination will take place on or
about 9 March 2015.
The Offered Shares offered in the secondary subscription will be allocated in
accordance with the terms and conditions of the Offering in proportion to the
number of subscription rights exercised for subscription of Offered Shares per
book-entry account. The Offered Shares offered on the basis of approved
secondary subscriptions will be recorded on the subscribers' book-entry accounts
once the Offered Shares have been entered into the Finnish Trade Register.
The final result of the Offering by Oriola-KD will be published on or about 6
March 2015 after the Board of Directors of the Company has approved the
subscriptions made in the Offering.
Pohjola Bank plc acts as the lead manager of the Offering. Hannes Snellman
Attorneys Ltd is the legal advisor of Oriola-KD.
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.
[HUG#1899299]
The preliminary results of Oriola-KD's rights offering: the offering has been concluded successfully
| Source: Oriola-KD Oyj