Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction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.
Tulikivi Corporation’s (the “Company”) directed share issue in a maximum amount of approximately EUR 7.5 million (the “Share Issue”) was completed successfully on 17 October 2013. According to the final results, 22,920,917 class A share of the Company were subscribed for corresponding to approximately 101 per cent of the offered 22,727,273 shares.
The Board of Directors of the Company has today approved subscriptions of 22,727,273 class A shares in accordance with the terms and conditions of the Share Issue. All shares subscribed for in the Share Issue have been fully paid for. The shares subscribed for in the Share Issue will be registered in the Finnish Trade Register on or about 22 October 2013 and they will be subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other class A shares of the Company starting on or about 23 October 2013.
Following the registration of the new shares in the Finnish Trade Register, the number of class A shares will be 50,331,243. The number of class K shares will remain at 9,540,000.
Pohjola Corporate Finance Ltd is the lead manager of the Share Issue.
In Helsinki, on 21 October 2013
TULIKIVI CORPORATION
The Board of Directors
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100, – CEO Heikki Vauhkonen, tel. +358 207 636 55 – Chairman of the Board of Directors Harri Suutari, tel. + 358 400 384 937
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DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction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 (the “Company”) directed share issue in a maximum amount of approximately EUR 7.5 million (the “Share Issue”) was completed successfully on 17 October 2013. According to the preliminary results, 22,920,917 class A share of the Company were subscribed for corresponding to approximately 101 per cent of the offered 22,727,273 shares.
The Board of Directors of the Company will approve share subscriptions according to the terms and conditions of the Share Issue on 21 October 2013. The subscription price per share is EUR 0.33. As the Share Issue is, pursuant to the preliminary results oversubscribed, the shares will be allocated between the subscribers as follows: (1) firstly, to the issuers of subscription undertaking so that each issuer of subscription undertaking receives the number of shares corresponding to the issued subscription undertaking; and (2) secondly, so that the following are equally taken into account: (a) the subscriber’s portion of subscriptions for shares to be allocated, and (b) the ratio of the total number of the Company’s class A and class K shares held by the subscriber to the total number of class A and class K shares held by the subscribers of the shares to be allocated. The above-mentioned holdings of the subscribers are determined for allocation on the basis of the Company’s shareholder register maintained by Euroclear Finland Ltd on 11 October 2013. Where the allocation is not possible on the basis of the above, lots shall be drawn.
Should the Company not allocate all the shares contained in the subscriber’s subscription order, the Company will return the sum corresponding to the subscription price of the shares not received to the investor on or about 22 October 2013. No interest will be paid on the assets to be returned.
The Company will announce the final result of the Share Issue on 21 October 2013, following the approval of share subscriptions by the Board of Directors. The shares issued in the share issue will be registered in the Finnish Trade Register on or about 22 October 2013 and they will be subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other class A shares of the Company starting on or about 23 October 2013.
Pohjola Corporate Finance Ltd is the lead manager of the share issue.
In Helsinki, on 18 October 2013
Tulikivi Corporation has supplemented its Finnish language prospectus dated 9 October 2013. The Finnish Financial Supervisory Authority has on 11 October 2013 approved the supplement to the prospectus which is attached hereto in full (in Finnish). In Juuka, October 11, 2013
TULIKIVI CORPORATION BOARD OF DIRECTORS
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com -Chairman of the Board of Directors Harri Suutari, tel. +358 (0) 400 384 937
Distribution
NASDAQ OMX Helsinki Key media www.tulikivi.com
APPENDIX: TÄYDENNYS TULIKIVI OYJ:N 9.10.2013 PÄIVÄTTYYN ESITTEESEEN 11.10.2013
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 Prospectus dated 9 October 2013 describes that the district prosecutor from the Prosecutor’s Office of Varsinais-Suomi pressed charges against Heikki Vauhkonen, CEO of Tulikivi Corporation, and Jouko Toivanen, CFO of Tulikivi Corporation, due to alleged breach of the information obligation in Taivassalo, Finland on 15 – 30 June 2011 pursuant to the Act on Co-operation Within Undertakings.
The District Court of Varsinais-Suomi sentenced on 11 October 2013 Mr. Heikki Vauhkonen, and Mr. Jouko Toivanen to pay 15 day-fines each (Mr. Vauhkonen EUR 1.470 and Mr. Toivanen EUR 1.125) due to the breach of co-operation information obligation in connection with the business transfer of Tulikivi Corporation’s building stone business executed on 1 July 2011 in Taivassalo, Finland. The District Court reasoned its decision by stating that the information required in the Paragraph 41.1 of the Act on Co-Operation Within Undertakings was not disclosed to the employee representatives of Tulikivi Corporation in due time before the execution of the business transfer.
Mr. Vauhkonen and Mr. Toivanen had denied the indictment for breaching the co-operation information obligation considering that they had duly followed the applicable procedure. Tulikivi Corporation was only heard in connection with the process and no legal consequences were claimed or imposed to it.
The decision of the District Court is not legally final. Both Mr. Vauhkonen and Mr. Toivanen consider the decision as erroneous and intent to appeal against the decision to the Appeals Court within the set time.
In Juuka, October 11, 2013
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Harri Suutari, tel. +358 400 384 937
NASDAQ OMX Helsinki Key media
On 8 October 2013, Tulikivi Corporation’s Board of Directors decided on a share issue that will offer 22,727,273 new Tulikivi Corporation Series A shares for subscription. The share issue will start on 11 October 2013 and will be completed no later than 17 October 2013. It is estimated that entry of the new shares in the Trade Register will take place on 22 October 2013.
On 9 October 2013, Tulikivi Corporation received the following flagging announcements pursuant to Chapter 9, section 5 of the Securities Markets Act concerning the share issue:
1) An announcement that Heikki Vauhkonen’s holding of Tulikivi Corporation shares will fall to a level below the threshold of 15 per cent of the stock following the share issue being undertaken. Heikki Vauhkonen’s holdings of 1,025,853 Tulikivi Corporation Series A shares and 5,809,500 Series K shares will, after the share issue, correspond to 11.42 per cent of Tulikivi Corporation’s stock and 40.57 per cent of the votes. 2) An announcement that Mutual Insurance Company Pension Fennia’s holding of Tulikivi Corporation stock will rise to a level that exceeds the threshold of 5 per cent of the stock following the share issue being undertaken. Mutual Insurance Company Pension Fennia’s holding of 4,545,455 Tulikivi Corporation Series A shares will, after the share issue, correspond to 7.59 per cent of Tulikivi Corporation’s stock and 3.12 per cent of the votes.
TULIKIVI CORPORATION Heikki Vauhkonen, Managing Director Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com Additional information: Tulikivi Corporation, FIN-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
On 9 October 2013, Tulikivi Corporation received a flagging announcement pursuant to Chapter 9, section 5 of the Securities Markets Act, according to which Matti Virtaala’s holding of voting rights conferred by Tulikivi Corporation shares will fall below the threshold of 5 per cent.
The flagging announcement relates to the request submitted to the company on 4 October 2013 by Matti Virtaala regarding the conversion of his holding of Tulikivi Corporation Series K shares, totalling 1,460,000 Series K shares, into Series A shares. Within three months of receiving a request, the company’s Board of Directors or a party designated by it must deal with the conversion requests presented and report them for registration in the Trade Register, as required under article 3a of the Articles of Association. The conversion of Series K to Series A shares occurs upon completion of the Trade Register entry.
The announcement states that after the conversion Matti Virtaala will hold 1,756,124 Tulikivi Corporation Series A shares. The amount of these shares will correspond to 4.73 per cent of Tulikivi Corporation’s stock and 1.60 per cent of the votes. These holdings are calculated on the basis of the number of company shares currently registered, but taking into account the change in the total number of votes after the share conversion referred to.
TULIKIVI CORPORATION Heikki Vauhkonen, Managing Director
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 – Heikki Vauhkonen, Managing Director, +358 207 636 555
The Board of Directors of Tulikivi Corporation (“Tulikivi” or “Company”) has today, based on the authorization by the Extra General Meeting of Shareholders, decided on a directed share issue in a maximum amount of approximately EUR 7.5 million where new class A shares in the Company (the “Offer Shares”) are offered, in deviation from the shareholders’ pre-emptive right to subscription, to the public in Finland (the “Share Issue”). The Company offers a maximum of 22,727,273 Offer Shares which prior to the Share Issue corresponds to approximately 61.2 per cent of the Company’s shares and approximately 18.5 per cent of the votes conferred by those shares. The grounds for the derogation from the shareholders’ pre-emptive subscription right are that the capital raised by the Share Issue will be used to strengthen the balance sheet and financial position. Therefore, the Company has a weighty financial reason as referred to in chapter 9, section 4 of the Companies Act to derogate from the pre-emptive subscription right.
A number of Finnish institutional investors as well as certain other investors have undertaken to subscribe for Offer Shares in a maximum amount of approximately EUR 6.1 million. Subscription undertakings have been given by Mutual Insurance Company Pension Fennia, Mutual Pension Insurance Company Varma, Taaleritehdas Finland Value fund, Mutual Pension Insurance Company Ilmarinen, Finnish Cultural Foundation, Fennia Mutual Insurance Company, the non-UCITS fund Phoebus as well as a number of other investors, including the following members of the Company’s Board of Directors: Harri Suutari, Olli Pohjanvirta, Pasi Saarinen, Nella Ginman-Tjeder, Markku Rönkkö and Anu Vauhkonen or companies under their control, as the case may be (each separately “Issuer of Subscription Undertaking” and jointly “Issuers of Subscription Undertaking”). Part of the subscription commitments contains customary conditions.
The Offer Shares are offered for subscription to private persons and entities in Finland with a minimum subscription of 5,000 Offer Shares.
The subscription period commences on 11 October 2013 at 9:30 a.m. and expires on 17 October 2013 at 4:30 p.m. at the latest. The Company’s Board of Directors may decide to discontinue the subscription period. However, the Subscription Period may not be closed during the first three days or between 9:30 a.m. and 4:30 p.m. The subscription price is EUR 0.33 per Offer Share.
Subscription orders regarding the Offer Shares may be submitted at the following places of subscription:
• at the offices of the cooperative banks belonging to OP-Pohjola Group and of Helsinki OP Bank Plc. during their business hours; • via the internet service of OP-Pohjola Group at www.op.fi/merkinta to the extent subscribers hold OP-Pohjola Group’s online user identifiers or Nordea Bank Finland Plc.’s online banking access codes; • the subscription orders of the institutional customers of Pohjola Bank Equities are submitted to Pohjola Bank Equities; and • the subscription orders of Issuers of Subscription Undertaking are submitted to Pohjola Corporate Finance Ltd.
In the event of excess demand the Offer Shares shall be allocated between the subscribers as follows: (1) firstly, to the Issuers of Subscription Undertaking so that each Issuer of Subscription Undertaking receives the number of Offer Shares corresponding to the issued subscription undertaking; and (2) secondly, so that the following are equally taken into account: (a) the subscriber’s portion of subscriptions for Offer Shares to be allocated, and (b) the ratio of the total number of the Company’s class A and class K shares held by the subscriber to the total number of class A and class K shares held by the subscribers of the Offer Shares to be allocated. The above-mentioned holdings of the subscribers are determined for allocation on the basis of the Company’s shareholder register maintained by Euroclear Finland Ltd on 11 October 2013. Where the allocation is not possible on the basis of the above, lots shall be drawn.
The Company will publish the preliminary result of the Share Issue by a stock exchange release on approximately 18 October 2013. The Company’s Board of Directors will decide on the approval of the subscriptions and on any allocations on approximately 21 October 2013. The Company will publish the final result of the Share Issue by a stock exchange release on approximately 21 October 2013. Offer Shares will be recorded on the subscriber’s book-entry account after they have been entered in the Trade Register, on approximately 22 October 2013. Trading with the Offer Shares will commence on approximately 23 October 2013.
The Company has filed a prospectus concerning the Share Issue for approval by the Finnish Financial Supervision Authority. The prospectus will be approved on approximately 9 October 2013 and will be available as of approximately 10 October 2013 at the Company’s headquarter, address Kuhnustantie 10, 83900 Juuka, during normal office hours, at the office of NASDAQ OMX Helsinki Ltd, address Fabianinkatu 14, 00130 Helsinki and in electronic form in the Finnish language at the Company’s website http://www.tulikivi.fi/osakeanti. The approval of the prospectus will be separately announced.
The terms and conditions of the Share Issue have been appended to this stock exchange release. Pohjola Corporate Finance Ltd acts as lead manager of the Share Issue.
In Helsinki, on 8 October 2013
Attachment: Terms and conditions of the directed share issue
The Extraordinary General Meeting of the Tulikivi Corporation held on October 8, 2013 accepted the proposals of the Board of Directors, to authorise the Board of Directors to acquire the company’s own shares and to decide upon an issue of shares. In addition the Extraordinary General Meeting accepted Board´s proposal for the termination of the Nomination Board and election of new member of the Board of Directors.
1. The authorisation of the Board of Directors to decide on an issue of shares and the company´s own shares in possession of the company
The Extraordinary General Meeting authorised the Board of Directors to decide on the issue of new shares or the company´s own shares in possession of the company as proposed by the Board. The new shares and the company´s own shares in possession of the company can be issued in the following amounts: A total of no more than 26 000 000 A series. The new shares and the company’s own shares in possession of the company may be issued against payment or free of charge to all shareholders in accordance with their proportional ownership of the company’s shares or through a directed issue by deviating from the shareholders’ pre-emptive subscription right provided there is a weighty financial reason from the company’s point of view for the deviation. A directed share issue may only be free of charge if there is a particularly weighty financial reason for it from the point of view of the company and all its shareholders.
In addition, the authorisation includes a right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth (1/10) of all shares of the company. When calculating this number, the number of shares held by the company as well as those held by its subsidiaries must be taken into account as set out in Chapter 15, Section 11, and subsection 1 of the Companies Act.
The Board of Directors is entitled to decide on other issues related to the share issuances. The authorisation to issue shares is in force until the Annual General Meeting to be held in 2014 however, until 30 June 2014 at the latest. This authorisation does not void the authorisation given by Annual General Meeting of the company on April 16, 2013, which authorisation remains valid.
The share issue authorization is related to the execution of share issue planned by the company.
2. Termination of the Nomination Board and election of new member of the Board of Directors
The Annual General Meeting of the Company has on April 12, 2012 made resolution to establish a nomination board. The duties of the nomination board include the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The current members of the nomination board are Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.
The Extraordinary General Meeting decided, as proposed by the Board, to terminate the nomination board and in the future its duties are carried out by the a nomination committee of the Board of Directors, that took care of the said duties prior to April 12, 2012. The Board of Directors shall separately elect the members of the nomination committee among its members.
The Extraordinary General Meeting decided, as proposed by the Board, to elect Anu Vauhkonen as new member of the Board of Directors. The amount of members of the Board of Directors will therefore be 7 and the following existing members would continue in the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen.
3. Nomination Committee The Board of Directors has elected Markku Rönkkö and Heikki Vauhkonen as members and Harri Suutari as Chairman of the Nomination Committee from among its members.
Harri Suutari Chairman of the Board of Directors
Additional Information: Tulikivi Corporation, 83900 Juuka, Finland, tel. +358 403 063 100, – CEO Heikki Vauhkonen, tel. +358 207 636 555 – Chairman of the Board of Directors, Harri Suutari, tel. +3858 400 384 937
Distribution: NASDAQ OMX Helsinki Ltd. and key media www.tulikivi.com
The company has received request regarding conversion of K-shares to A-shares.
The company has on 4 October 2013 received request from Matti Virtaala regarding conversion of all his K-shares to A-shares. The request is for 1 460 000 K-shares.
The request is based on articles 3a of the Articles of Association. According to the Articles of Association the company’s board of directors or a party designated by it must within three months of receiving the request deal with the conversion requests presented and must report them for registration in the Trade Register. The conversion of series K to series A shares occurs upon completion of the Trade Register entry.
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
Tulikivi Corporation is to begin codetermination negotiations concerning its entire personnel, with the aim of implementing the company’s performance improvement programme.
Tulikivi plans to reduce its workforce, introduce layoffs and reorganise the company’s functions and the job descriptions of personnel. The savings measures under the performance improvement programme cover all the Group’s functions and locations.
The company estimates that it needs to reduce personnel by approximately 90 people. The codetermination negotiations will last at least six weeks.
Board of Directors