The Board of Directors of Kemira Oyj has today decided to begin the offering of Kemira GrowHow Oyj shares. The offering of shares commences on 29.9.2004. Shares in Kemira GrowHow will be offered to Finnish and international institutional investors (Institutional Offering) and retail investors in Finland (Retail Offering)
Today Kemira GrowHow has submitted to the Helsinki Exchanges an application for listing its shares on the Pre-List as of the estimated date of 14.10.2004, and on the Main List as of the estimated date of 18.10.2004.
The initial offer price range is EUR 4,25-5,25 per share. The price in the Offering will be the same for all investors, except that the offer price in the Retail Offering is subject to a maximum price of EUR 5,25.
The Institutional Offering commences 29.9.2004 and will end no later than 12.10.2004. The Retail Offering commences 29.9.2004 and will end no later than 11.10.2004.
The selling shareholder will make the final decision on the execution of the Share Offering, the number of shares sold, the price and other terms and conditions after the subscription period in the Institutional Offering has ended, approximately 12.10.2004.
Kemira GrowHow Oyj's share capital is divided into 57,208,857 shares. The offering comprises no more than 15 789 644 shares. The shares offered correspond to no more than 27.6 per cent of the company's share capital and votes. The Institutional Offering will initially comprise no more than 13,924,644 existing shares and the Retail Offering initially no more than 1,865,000 existing shares.
Kemira has granted Alfred Berg/ABN AMRO Rothschild, the lead manager and bookrunner, an over-allotment option, exercisable for up to 30 days after the the date of the Offering Memorandum, to offer up to an aggregate of 2,860,443 additional shares.
Alfred Berg/ABN AMRO Rothschild is acting as lead manager in the offering and as financial advisor to Kemira. Nordea Corporate Finance is acting as a Co-lead manager of the Institutional Offering and Lead Manager of the Retail Offering.
Subscription offers in the Retail Offering will be received by Nordea's asset management branches, Nordea Private Banking units, Nordea Private Wealth Management units, Nordea Customer Service with Solo code, in Finnish, tel. 0200 3000 (local network charge, mobile call charge); in Swedish, tel. 0200 5000 (local network charge, mobile call charge) and Solo on the Internet www.nordea.fi with Solo code.
The Offering Circular is available at the places of subscription, as well as at OMX Way beginning on Wednesday 29.9.2007 9.00 AM, at the latest.
KEMIRA GROWHOW IN BRIEF
An international expert in crop cultivation and specialty fertilisers, Kemira GrowHow provides products and services for agriculture and industry. Kemira GrowHow's target is to become the preferred partner among customers through providing tailored high quality products and integrated services fro crop cultivation, animal production and selected industry segments.
In 2003, net sales (pro forma) of Kemira GrowHow were EUR 1,130.6 million and during the six months ended June 30, 2004, EUR 576.2 million. In 2003, operating profit (pro forma) was EUR 38.3 million and during the six months ended June 30, EUR 40.7 million. As of June 30, 2004, Kemira GrowHow had 3.187 employees.
KEMIRA OYJ
Kemira Oyj's core business areas are pulp and paper chemicals, water treatment chemicals, paints and coatings and industrial chemicals. The Group's strategy is to develop all the four core businesses with the aim of becoming global leaders in their main markets. The expansion will be based on organic growth and on acquisitions which support organic growth.
Kemira has production in more than 30 countries. The Group's net sales amounted to EUR 2.7 billion in the year 2003. The Group employs approximately 10,500 people.
FOR ADDITIONAL INFORMATION, CONTACT:
Kemira Oyj
Esa Tirkkonen, Deputy Chief Executive Officer, CFO
Tel. +358 (0)10 862 1500, gsm +358 (0)50 502 2738
Kemira GrowHow Oyj
Heikki Sirviö, Chief Executive Officer
Tel. +358 (0)10 215 2442, gsm +358 (0)500 676 814
Kaj Friman, Deputy Chief Executive Officer, CFO
Tel. +358 (0)10 862 1704, gsm +358 (0)50 62 626
The information contained herein is not for publication or distribution into the United States. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. 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 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 law of any such jurisdiction.
APPENDIX: TERMS OF THE OFFERING
Summary of the Offering
Offering
A total of 15,789,644 Offer Shares are being offered by the Selling Shareholder in connection with the Offering, of which 13,924,644 Offer Shares are being offered in the Institutional Offering and 1,865,000 Offer Shares in the Retail Offering.
Institutional Offering
13,924,644 Offer Shares are being offered by the Selling Shareholder to institutional investors within and outside the Republic of Finland. The Institutional Offering consists of (i) an offering of Offer Shares outside the United States to institutional investors in reliance on Regulation S under the Securities Act and (ii) an offering of Offer Shares in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act.
Retail Offering
1,865,000 Offer Shares are being offered by the Selling Shareholder to the public in the Republic of Finland.
Over-allotment Option
The Selling Shareholder has granted Alfred Berg/ABN AMRO Rothschild on behalf of the Managers, an option exercisable at any time within 30 days after the date of the final Offering Memorandum to purchase up to an aggregate of 2,860,443 additional Shares solely to cover over-allotments, if any (the "Over-Allotment Option").
Offering Price Range
The offer price is EUR 4,25 to EUR 5,25 per Offer Share (the "Offer Price"). The Offer Price will be the same for all investors, except that the offer price for retail investors in the Republic of Finland will be subject to a maximum price of EUR 5,25 per Offer Share.
The number of Offer Shares and the price range shown above are indicative only, and the total number of Offer Shares and the number of Offer Shares offered in the Institutional Offering and the Retail Offering may be more or less than the respective amount shown above.
Shares Outstanding
Immediately prior to the Offering, there were 57,208,857 Shares issued and outstanding. Upon completion of the Offering, there will not have been an impact on the number of Shares issued and outstanding.
Lock-up
Except for Offer Shares sold in the Offering (including any additional Shares sold pursuant to the Over Allotment Option), each of the Company, the Selling Shareholder and the Finnish State have agreed that, without the prior written consent of Alfred Berg (which consent shall not be unreasonably withheld), it will not offer, lend, pledge, sell, contract to sell, or, or otherwise dispose of any Shares in Kemira GrowHow owned by them at any time or any securities convertible into or exercisable or exchangeable for Shares, or enter into any swap or other agreement or any transaction to transfer the economic consequence of ownership of the Shares in Kemira GrowHow during the period commencing on the date of this Offering Memorandum and ending 360 days after the listing on the Helsinki Stock Exchange of the Shares of Kemira GrowHow.
Listing and Trading
An application has been made for the Shares to be listed on the Helsinki Stock Exchange. Trading of the Shares on the pre-list of the Helsinki Stock Exchange is expected to commence on or about October 14, 2004 and on the main list on or about October 18, 2004.
Trading code: KGH1V
Dividends
The Offer Shares will rank pari passu with all outstanding other Shares and will be entitled to any future dividends.
Use of Proceeds
The Company will not receive any part of the proceeds from the sale of the Offer Shares by the Selling Shareholder. Transfers of the Offer Shares will be subject to certain restrictions. It is expected that delivery of the Offer Shares through the facilities of the Finnish Book-Entry System, Euroclear Bank S.A./N.V. as operator of Euroclear, or Clearstream, will be confirmed and payment for the Offer Shares will be made on or about October 18, 2004.
The Shares have the following identification numbers: ISIN: FI0009012843