Kasola Plc STOCK EXCHANGE RELEASE OF 22 NOVEMBER 2007
DECISION ON THE DEMERGER OF JOHN NURMINEN LTD; DECISION ON THE SALE OF CURRENT
BUSINESS ACTIVITIES OF KASOLA PLC; DIRECTED SHARE ISSUE TO SHAREHOLDERS OF JOHN
NURMINEN LTD; FILING OF PROSPECTUS WITH THE FINANCIAL SUPERVISION AUTHORITY
1. Decision on the demerger of John Nurminen Ltd
The Board of Directors of Kasola Plc (”Kasola”) has on 7 September 2007 together
with the Board of Directors of John Nurminen Ltd drawn up Draft terms of
demerger (”Draft Terms”) according to which Kasola, as the acquiring company in
the full demerger of John Nurminen Ltd, acquires the logistics business
activities of John Nurminen Ltd as described in further detail in the Draft
Terms as part of a more extensive total arrangement (“Total Arrangement”) based
on a general agreement signed on 7 September 2007 between the major shareholders
of Kasola, John Nurminen Ltd and in part, Kasola. The Extraordinary General
Meeting of Kasola held on 8 October 2007 has approved the Total Arrangement
according to the proposals of the Board of Directors of Kasola made public as
stock exchange releases in the Helsinki Stock Exchange on 1 October 2007 and 8
October 2007.
The Draft Terms have been registered in the Trade Register on 11 September 2007.
The planned date for the registration of the implementation of the demerger is 1
January 2008. Kasola has, with a notice published in Helsingin Sanomat on 30
September 2007, informed its shareholders of their right to demand that the
approval of the demerger is decided upon in the General Meeting. The
shareholders have not demanded that the matter be discussed in the General
Meeting. The abovementioned notice to the shareholders of Kasola has also been
made public as a stock exchange release in the Helsinki Stock Exchange on 28
September 2007.
The General Meeting of John Nurminen Ltd has on 12 November 2007 approved the
full demerger of John Nurminen Ltd according to the Draft Terms.
The Board of Directors of Kasola has in its meeting of 22 November 2007 decided
to approve the demerger of John Nurminen Ltd according to the Draft Terms.
2. Directed Issue to Shareholders of John Nurminen Ltd
The Extraordinary General Meeting of Kasola held on 8 October 2007 has decided,
as part of the Total Arrangement and according to the proposal of the Board of
Directors made public as a stock exchange
release on 1 October 2007, to authorize the Board of Directors of Kasola to
decide on a directed share issue of a maximum amount of 10,000,000 new A-class
shares in Kasola as demerger consideration to the shareholders of John Nurminen
Ltd. The authorization of the Board of Directors has been registered in the
Trade Register on 31 October 2007.
The Board of Directors of Kasola has in its meeting of 22 November 2007 decided,
on the basis of the authorization mentioned above in this section, to issue
9,999,989 new A-class shares in Kasola as demerger consideration to the
shareholders of John Nurminen Ltd on the following terms.
The shares issued as demerger consideration shall transfer to the ownership of
the shareholders of John Nurminen Ltd when the implementation of the demerger is
registered.
As the shares given in the directed issue described above are given as demerger
consideration for the logistics business activities of John Nurminen Ltd to be
transferred to Kasola, no subscription price defined as a sum of money shall be
paid. Kasola acquires the business activities to be transferred as contribution
in kind.
The shares issued as demerger consideration shall be distributed in the
book-entry system in a manner whereby after the registration of the
implementation of the demerger the shares issued as demerger consideration are
registered in the book-entry accounts of the shareholders of John Nurminen Ltd
as well as in the shareholders' register of Kasola. If a shareholder of John
Nurminen Ltd entitled to shares issued as demerger consideration has not prior
to the registration of the implementation of the demerger provided information
on his/her/its book-entry account so as to enable the payment of the demerger
consideration, the demerger consideration shall be paid only after the recipient
of the consideration has provided the required book-entry account related
information. The shares shall also be applied to be subject to public trading in
the Helsinki Stock Exchange.
The new A-class shares in Kasola issued in the directed issue described herein
shall be distributed among the shareholders of John Nurminen Ltd in the manner
described in Appendix 1 of this stock exchange release.
As the directed issue described herein is carried out as part of the Total
Arrangement and the share issue therefore secures the financing and development
needs of Kasola, a weighty financial reason for the company as required by
Chapter 9 Section 4 of the Limited Liability Companies Act as grounds for
derogation of the pre-emptive right of the shareholders exists with regard to
the share issue.
3. Decision on the sale of the business activities of Kasola
As part of the Total Arrangement the Extraordinary General Meeting of Kasola
held on 8 October 2007 has authorized the Board of Directors of Kasola,
according to the proposal made public as a stock exchange release on 8 October
2007, to sell the assets of Kasola to be sold in the Total Arrangement at fair
price to the major shareholders of Kasola i.e. Maturiala Ltd, Jari Bachmann,
Sanni Bachmann and Kirta Forsström or a third party designated by the said
shareholders.
By virtue of the above-mentioned authorization the Board of Directors of Kasola
has, in its meeting of 22 November 2007, decided to sell the current business
activities of Kasola, including the shares in Kaso Ltd and MK-Tresmer Ltd owned
by Kasola as well as the real properties and leaseholds with buildings owned by
Kasola to Maturiala Ltd, Kaso Ltd and MK-Tresmer Ltd. Kasola, Maturiala Ltd,
Kaso Ltd and MK-Tresmer Ltd have signed an agreement on the sale and purchase of
the business activities on 22 November 2007 according to which the sale of the
business activities is meant to be completed on 31 November 2007. The total
purchase price for the business to be sold is 8,040,494 euros and the purchase
price shall be paid on 30 November 2007. In addition to the purchase price, the
purchaser of the business to be transferred shall assume the responsibility for
the debts amounting to 2,300,000 euros of the subsidiaries of Kasola Plc. The
effect on profits of the sale of the business activities before taxes to Kasola
Plc is approximately 2.8 million euros. It has been agreed in the sale and
purchase agreement on a possible additional purchase price, which shall be
payable upon the fulfilment of the conditions specifically set forth in the sale
and purchase agreement. The total purchase price is an aggregate amount of the
value of the business activities evaluated by an external valuer, excluding real
property, and of the value of real properties derived from the highest
indicative offer for the real property.
In accordance with the terms of the sale and purchase agreement the following
assets which were part of the business activities of Kasola shall be sold to
Maturiala Ltd:(i) shares in Kaso Ltd (business identity code 0109705-1); (ii)
shares in MK-Tresmer Ltd (business identity code 0722222-0); (iii) other minor
fixed assets; (iv) assets other than those belonging to the current assets of
the balance sheet items and long-term receivables belonging to the fixed assets
of the balance sheet items
; and (v) intellectual property rights (trade name Kasola and domain name kaso).
In accordance with the terms of the sale and purchase agreement a plot of land
number 5 situated in quarter 40199 in the Suutarila district of the city of
Helsinki at address Lyhtytie 2 shall be sold to Kaso Ltd.
In accordance with the terms of the sale and purchase agreement a right of
tenancy to a plot of land number 10 in quarter 46039 in the Pitäjänmäki district
of the city of Helsinki at address Arinatie 12 and the buildings situated in the
plot shall be sold to MK-Tresmer Ltd.
The title to the shares of Kaso Ltd and MK-Tresmer Ltd shall pass to Maturiala
Ltd whereafter Kaso Ltd and MK-Tresmer Ltd shall get the possession of the
aforementioned assets.
Kasola shall not, after the completion of the agreement, have responsibility for
any unknown liabilities (including for instance taxes or any other liabilities
of whatever type), the grounds for which have arisen at the moment of the
transfer of business or prior to that. In accordance with the terms of the sale
and purchase agreement Maturiala Ltd, Kaso Ltd and MK-Tresmer Ltd shall purchase
the business which is the object of the sale and the assets included in the sale
as they are at the time of the transfer. In accordance with the terms of the
agreement Kasola undertook to have full title to the object of the sale and that
it is fully entitled to assign and transfer the object of the sale to
Maturiala Ltd, Kaso Ltd and MK-Tresmer Ltd. The company has not given any other
undertakings regarding the object of the sale.
The Board of Directors of Kasola has, after the Extraordinary General Meeting
held on 8 October 2007, tried to find an outside purchaser for the real estates
of the group. The indicative offers received have been clearly below the market
price estimated by Catella Property Ltd and announced by Kasola on 8 October
2007. It was agreed in the sale and purchase agreement regarding the sale of
business activities of Kasola upon a possible additional purchase price. Kaso
Ltd and MK-Tresmer Ltd have a duty to pay additional purchase price in a manner
set forth in further detail in the agreement in case they sell the real
properties in their possession on or earlier than 30 November 2008 for a value
higher than the value of the real properties defined in the agreement. According
to the agreement, Kasola has also the right to arrange the sale of the real
properties together on behalf and for the account of Kaso Ltd and MK-Tresmer Ltd
and Kasola is entitled to an additional purchase price according to the agreed
method of calculation if the sale has been agreed on or a binding offer has been
received thereof no later than 30 November 2008 for a price higher than the
value of said real properties defined in the agreement. Kaso Ltd and MK-Tresmer
have according to the agreement an obligation to contribute by every possible
means to the sale of real properties to a third party on market terms. The Board
of Directors of Kasola has decided to take action in order to make a sales
commission and commence the sales process without delay. The liability to pay
the additional purchase price and the amount of payment shall be separately
determined in accordance with the calculation schemes defined in the agreement.
If a binding purchase offer is submitted for the sale of real properties or the
sale is agreed upon within one year from the signing of the sale and purchase
agreement regarding the sale of business activities for a price which would,
according to the calculation scheme specified in the sale and purchase
agreement, lead to a situation where the purchasers of the business to be
transferred should pay additional purchase price to Kasola, Kasola shall be
entitled to additional purchase price, even if Kaso Ltd or MK-Tresmer Ltd would
refuse to sell the real properties for the price offered.
The Board of Directors of Kasola has received an opinion from
Deloitte Corporate Finance Ltd regarding the sale of the business activities
according to which opinion the sale of the business activities in the agreed
manner results in an acceptable outcome for the shareholders and is reasonable
for the shareholders.
Upon the completion of the transactions on 30 November 2007 and the sale of all
the subsidiaries the current group structure of Kasola dissolves and only the
parent company Kasola Plc remains to exist.
Kasola has also been informed that John Nurminen Ltd and the major shareholders
of Kasola (Maturiala, Jari Bachmann, Sanni Bachmann and Kirta Forsström) have
agreed on the following: For the completion of the Total Arrangement based on
the general agreement John Nurminen Ltd shall pay 734,000 euros in compensation
for damages to the major shareholders of Kasola since Kasola has not been able
to complete the sale of business activities for the value based on the general
agreement. According to the information delivered to Kasola, the compensation
for damages is based on the fact independent of the major shareholders of Kasola
and John Nurminen Ltd, mainly on the evaluation opinion given by Catella
Property Ltd specifically on a certain real property, which the major
shareholders of Kasola and John Nurminen Ltd were not, when committing to the
values of the general agreement and based on the information published by Kasola
and information available at that time, able to foresee as part of the Total
Arrangement. The basis for the compensation for damages is the fact the major
shareholders of Kasola undertook to the Total Arrangement assuming, among
others, that the sales of the business activities of Kasola and the sales of the
real properties shall be completed in accordance with the general agreement.
John Nurminen Ltd and the major shareholders of Kasola have stated that
irrespective of the agreed purchase price the lower valuations based on the
general agreement are in their understanding still justified. John Nurminen Ltd
and the major shareholders of Kasola have thus accepted the sale of the business
activities as hereby agreed only as part of the Total Arrangement.
4. Filing of prospectus with the Financial Supervision Authority
The 9,999,989 new A-class shares of the company to be given as demerger
consideration in the directed share issue described above in section 2 for the
transfer of logistics business activities to the shareholders of John Nurminen
Ltd shall be subject to public trading in the Helsinki Stock Exchange and for
this purpose the prospectus to be published regarding said shares shall be filed
today for the approval of the Financial Supervision Authority.
KASOLA PLC
Tapani Väljä
Managing director
Further information:
Tapani Väljä
Managing director
Kasola Oyj
tel. 0400 505 078
email: tapanivalja.kasola@kaso.fi
www.kasola.fi
DISTRIBUTION
Helsinki Stock Exchange
Main media
APPENDIX 1 TO THE STOCK EXCHANGE RELEASE OF 22 NOVEMBER 2007
The distribution of new A-class shares to be issued in the directed share issue
of Kasola among the shareholders of John Nurminen Ltd
SHAREHOLDER NUMBER OF SHARES
Juha Nurminen 5,311,415
JN Uljas Ltd 1,094,112
Jukka Nurminen 893,229
Satu Lassila 885,566
Mikko Nurminen 876,808
Rolf Saxberg 181,451
Kaj Kulp 125,893
Matti Lainema 89,630
Matti Packalen 75,262
Olli Pohjanvirta 75,262
Hannu Vuorinen 58,157
Isto Kiviniemi 49,262
Harri Vainikka 47,894
Tapani Raunio 47,894
Lasse Paitsola 43,104
Matti Timonen 34,210
Jorma Kervinen 34,210
Svante Eriksson 34,210
Petter Pelkonen 21,894
Antti Sallila 20,526
DECISION ON THE DEMERGER OF JOHN NURMINEN LTD; DECISION ON THE SALE OF CURRENT BUSINESS ACTIVITIES OF KASOLA PLC; DIRECTED SHARE ISSUE TO SHAREHOLDERS OF JOHN NURMINEN LTD; FILING OF PROSPECTUS WITH THE FINAN
| Source: Nurminen Logistics Oyj