Published 10.02.2014
– The Tulikivi Group’s fourth-quarter net sales totalled EUR 11.8 million (EUR 14.2 million Q4/2012), the operating result was EUR -1.8 (0.5) million and the profit before taxes was EUR -2.0 (0.3) million. – The fourth-quarter operating result before non-recurring expenses was EUR 0.5 (0.5) million. – For the full year 2013, net sales totalled EUR 43.7 (51.2) million, the operating result was EUR -4.3 (0.1) million and the result before taxes was EUR -5.3 (-0.8) million. The operating result in 2013 before non-recurring expenses was EUR -1.4 (0.1) million. – Net cash flow from operating activities at the end of the year was EUR 2.6 (0.1) million. – The company has good liquidity owing to the share issue undertaken during the financial year, which produced EUR 7.1 million. – Year-end order books were at EUR 4.4 million (EUR 4.6 million on 31 December 2012). – Future outlook: The demand for Tulikivi products is in part dependent on consumer confidence. The performance improvement programme started in 2013 includes sales and production efficiency measures and cost-saving measures, the results of which will begin to show in 2014. Full-year net sales are expected to be at the same level as in 2013, and the operating result is expected to be positive.
Summary of the financial statement release 01-12/2013. The full financial statement release is attached to this release.
Comments by Heikki Vauhkonen, Managing Director: The demand for Tulikivi’s products on the domestic and export markets in the fourth quarter was down on the previous year’s figures. In addition to the weak condition of the market caused by the economic situation, mild weather in the autumn and early winter adversely affected sales in the principal market areas.
Demand in the main export markets, Germany and France, was lower than usual. Sales in Russia, however, were on a positive trend in the fourth quarter. In the final quarter, demand continued to be weak in Sweden as well, which was particularly reflected in the demand for lining stones.
Despite the challenging market, demand is growing for the latest product ranges: saunas, design fireplaces and the new-generation Hiisi fireplace collection.
In Finland there was a decline in low-rise housing construction and in renovations, and this had an impact on the demand for fireplaces and interior stone products. In the fourth quarter, the shortfall in relation to the 2012 figures was greater than in the first early part of the year.
Tulikivi adjusted its production and its fixed costs in line with the lower net sales, and this improved the relative profitability of operations in the fourth quarter. Working capital decreased as a result and net cash flow from operating activities improved.
On 8 August 2013 Tulikivi issued a stock exchange release announcing a performance improvement programme which aims at increasing the annual operating result, before non-recurring expenses, by EUR 7 million by the end of 2015 from the 2013 level. Plans to rationalise production, reduce costs and boost sales have proceeded as previously reported. The codetermination negotiations launched in September concerning a reduction of a maximum of 90 employees were completed in early November. The performance improvement programme caused non-recurring expenses of EUR 2.3 million in the fourth quarter of 2013. The measures taken under the programme will have a positive impact on productivity from the beginning of 2014.
TULIKIVI CORPORATION
Board of Directors Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com
Additional information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com – Harri Suutari, Chairman of the Board, tel. +358 400 384 937 – Heikki Vauhkonen, Managing Director, tel. +358 207 636 555
Financial Statement Release Jan-Dec 2013 (pdf)
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful.
Finnish Financial Supervisory Authority has today 9 October 2013 approved prospectus of Tulikivi Corporation (“Company”) related to the directed public offering of the Company. The prospectus is available from 9 October 2013 from the headquarters of the Company, address Kuhnustantie 10, 83900 Juuka, Finland, during normal business hours, reception of NASDAQ OMX Helsinki Ltd. Service Desk, at address Fabianinkatu 14, 00130 Helsinki, Finland as well as in electronic format from Company´s homepage www.tulikivi.fi/osakeanti. The prospectus is also available from 9 October 2013 until listing of the new shares on or about 23 October 2013 from www.op.fi/merkinta.
The Prospectus contains some previously undisclosed information, which according to the Company may have a material impact on the value of the securities. Such information is the following:
– At the date of the prospectus (9 October 2013) the working capital of the Company is not sufficient to cover the Company’s capital needs during the following 12 months. Without additional financing the working capital of the Company is sufficient until January 2014, if none of the existing loans of the Company are renewed or the share issue described in the prospectus is not closed. – The Company fulfilled the financial covenants applicable to it on 30 June 2013. With respect to the financial covenants regarding the ratio between net debt and working capital of the Tulikivi group, the Company has earlier this year agreed with its creditors to postpone the review of these covenants from end of second quarter (30 June 2013) to end of fourth quarter (31 December 2013). The management of the Company estimates that the Company does not fulfill financial covenant regarding the ratio between interest bearing debt and working capital of the Tulikivi group as of 31 December 2013. In addition the Company may accrue additional one-off costs related to the performance improvement programme of the Company in fall 2013. If these costs realize, the management of the Company estimates that the Company does not fulfill the financial covenant regarding the ratio between net debt and working capital of the Tulikivi group as of 31 December 2013. Thus the Company has negotiated with its creditors a waiver from the financial covenants regarding the ratio between interest bearing debt and working capital of the Tulikivi group as of 31 December 2013, and the ratio between net debt and working capital of the Tulikivi group as of 31 December 2013 and 30 June 2014, according to which one-off costs of maximum of 3 million euros are not included when assessing the covenants.
The investors are instructed to acquaint themselves with the entire prospectus, including the description of the risk factors.
In Juuka, October 9, 2013
TULIKIVI CORPORATION BOARD OF DIRECTORS
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0) 207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Distribution
NASDAQ OMX Helsinki Key media
DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume 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 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 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.
The Company has not authorized 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 and 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 legal entity which is a qualified investor as defined in article 2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 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 in that Member State by any measure implementing the Prospectus Directive in that 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.
Tulikivi Corporation’s 2009 Annual Report, including the financial statements and Board of Directors´ report, Auditor´s report and Corporate Governance statement has been published in pdf format in Finnish and English. It is available on the company’s Internet site at www.tulikivi.com > Investors > Stock Exchange Releases > Annual Summary 2009.
Heikki Vauhkonen Managing Director
NASDAQ OMX Helsinki Central media www.tulikivi.com
In the Helsinki Stock Exchange
Trade date 6.3.2009 Bourse trade BUY Share TULAV Amount 1.000 shares Total cost 710,00 EUR Average price/ share 0,7100 EUR Highest price/ share 0,71 EUR Lowest price/ share 0,71 EUR
Tulikivi Corporation now holds a total of 111.470 shares including the shares repurchased on 6.3.2009.
On behalf of Tulikivi Corporation
Nordea Bank Finland Plc
Petri Simberg Julius Summanen
Trade date 11.11.2008 Bourse trade BUY Share TULAV Amount 700 shares Total cost 650,00 EUR Average price/ share 0,9286 EUR Highest price/ share 0,98 EUR Lowest price/ share 0,92 EUR
Tulikivi Corporation now holds a total of 46.300 shares including the shares repurchased on 11.11.2008.
Petri Simberg Jarkko Järvinen
On February 26, 2007, Tulikivi Corporation begins codetermination negotiations in order to complete the integration of subsidiary Kermansavi Oy. The planned personnel reductions will also enhance efficiency in Kermansavi’s utility ceramics business and balance out seasonal fluctuations in demand for Tulikivi’s soapstone fireplaces.
The codetermination negotiations will affect all staff at Kermansavi Oy. Negotiations will also be conducted with Tulikivi Corporation personnel at the soapstone production facilities in Juuka, Suomussalmi and Kuhmo, and with personnel in Tulikivi’s fireplace sales organisation. Now that Kermansavi Oy’s operations have been integrated, the reductions aim to remove any overlaps arising from its acquisition.
Codetermination negotiations will be conducted separately at both Tulikivi Corporation and Kermansavi Oy. Personnel cuts and layoffs of fewer than ten people will be negotiated at Kermansavi Oy. In spite of the downscaling, new product collections will be brought to market.
Negotiations for redundancies of less than ten people will be carried out in Tulikivi Corporation’s sales organisation. Preparations are also being made for downsizing measures in soapstone production, which will mainly be targeted at night and weekend shifts.
A listed family company, Tulikivi Corporation and its subsidiaries form the Tulikivi Group, the world’s largest manufacturer of heat- retaining fireplaces. The Group is known for its Tulikivi soapstone fireplaces and natural stone products as well as its Kermansavi ceramic fireplaces and utility ceramics. The Group’s revenue amounts to approximately EUR 80 million, about half of which is accounted for by exports. The Group owns seven production plants and employs over 700 people. www.tulikivi.com
Juha Sivonen Managing Director
Distribution: Helsinki Stock Exchange Central media
For additional information, contact: Tulikivi Corporation’s Managing Director Juha Sivonen, tel. +358 207 636
According to the proposition made by the board, the extraordinary general meeting of Tulikivi Corporation held on 4 December 2003 decided to distribute extra dividend for the year 2002 to the amount of EUR 1.30 per current A share and EUR 1.25 per current K share. The extraordinary general meeting accepted the board’s proposition to increase the number of shares to five-fold. The nominal value of both share series will be changed from EUR 3.40 to EUR 0.68 so that one old share will be split into five new shares. The general meeting also accepted the changes in company by-laws and the change in the authorisation given by the general meeting to acquire and relinquish company’s own shares as proposed by the board.
The general meeting accepted the board’s proposition to increase the number of shares to five-fold with the following terms and conditions:
1. The number of shares will be increased five-fold without increasing the capital stock. This will be done in proportion to shareholders’ ownership, so that one old share will be split into five new shares. At the moment, the capital stock of the company is EUR 6,192,341.80, which is divided into 477,000 K series shares and 1,344,277 A series shares. Currently, the nominal value of the shares is EUR 3.40. Due to the increased number of shares, each share with the nominal value of EUR 3.40 will be split into five (5) shares with the nominal value of EUR 0.68. After the split, the number of K shares will be 2,385,000 and the number of A shares 6,721,385.
2. The number of shares will be automatically updated in the book entry security account, and this requires no action on the part of the shareholders.
3. New shares are eligible for full dividend for the fiscal year beginning 1 January 2003 and other rights in the company related to the shares, when the increase in the number of shares has been registered in the Finnish trade register.
4. The Board will decide on other factors related to the split of shares and practical measures.
2(3) Change in company by-laws
The extraordinary general meeting accepted the changes in paragraphs 3 and 4 of the company by-laws as suggested by the board as follows:
3 § Minimum and maximum capital stock The minimum capital stock is EUR 2,550,000 and the maximum capital stock is EUR 10,200,000. These limits form the range for increasing and decreasing the capital stock without changing the company by-laws.
The shares are divided into K shares, which are called base shares, and A shares, which are called privilege shares. The number of K shares is no less than 2,385,000 shares and no more than 5,460,000 shares, and the number of A shares is no less than 2,447,500 shares and no more than 9,540,000 shares.
The K and A shares have the following differences:
1) Each K-share carries 10 votes in the general meeting while an A share only carries one vote.
2) The dividend to be paid for A shares from distributable earnings will be at least one per cent greater calculated on the nominal value of the share than for K shares.
The general meeting can decide that only K or A shares will be issued for subscription.
4 § Nominal value of shares The nominal value of one share is EUR 0.68.
Changes in the authorisation given by the general meeting held on 11 April 2003 to acquire and relinquish company’s own shares
The general meeting accepted the board’s proposition to change the authorisation given by the general meeting held on 11 April 2003 to acquire and relinquish company’s own shares so that the authorisation reflects the increased number of shares.
Dividend
The extraordinary general meeting accepted the board’s proposition to pay extra dividends for 2002. The dividend payable will be EUR
3(3) 1.30/share for current A shares and EUR 1.25/share for current K shares. Thus, the total amount of dividends will be EUR 2,343,810.10. The dividend will be paid to such a shareholder who on 9 December 2003, the record date of dividend payment is entered on the company´s register of the owners maintained by the Finnish Central Securities Depositary Ltd.(Suomen Arvopaperikeskus Oy). Dividends will be paid on 16 December 2003.
Juuka, 4 December 2003
TULIKIVI CORPORATION Board
For further information: Tulikivi Corporation, 83900 Juuka, tel. 013-681 111, www.tulikivi.com Chairman of the board Matti Virtaala
In compliance with chapter 2 section 10 of the Securities Market Act, Tulikivi Corporation hereby discloses the receipt of information concerning the following changes in ownership:
Ilmarinen Mutual Pension Insurance Company shareholdings in Tulikivi Corporation have exceeded one-twentieth due to the share purchase made on 14 August 2003.
The Ilmarinen Mutual Pension Insurance Company now holds shares in Tulikivi Corporation as follows:
No. of Proportion Proportion shares % of capital % of votes stock
A-shares 102,119 5.61 1.67
Juuka 18 August 2003
Distribution: The Helsinki Stock Exchange, Central Media
Further information: Tulikivi Corporation, 83900 Juuka, tel: +358 (0)13-681 111, www.tulikivi.com, Managing Director: Juha Sivonen