Stock Exchange Releases
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction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 (“Tulikivi” or “Company”) is preparing a directed share issue in a maximum amount of approximately EUR 7.5 million where new class A shares in the Company (the “Shares”) would be offered, in deviation from the shareholders’ pre-emptive right to subscription, to the public in Finland (the “Share Issue”). The Share Issue requires, among other things, the approval of an extraordinary shareholders’ meeting.
A number of Finnish institutional investors as well as certain other investors have undertaken to subscribe for Shares in the Share Issue 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 members of the Company’s Board of Directors and management. Part of the subscription commitments contains customary conditions. The subscription commitment given by Fennia Mutual Insurance Company is conditional upon approval by its Board of Directors.
The Company intends to use the net proceeds of the Share Issue to strengthen its balance sheet.
The Board of Directors of Company will determine the terms and conditions of the Share Issue, including the number of offered Shares, the subscription price of the Shares and the subscription period, after the extraordinary shareholders’ meeting has authorized the Board of Directors to decide on the Share Issue. The planned Share Issue is intended to be completed by the end of October taking into account prevailing market conditions. The Company will prior to the subscription period publish a prospectus, as set out in the Finnish Securities Market Act. Pohjola Corporate Finance Ltd acts as lead manager of the Share Issue.
The invitation to the extraordinary general meeting has been published today as a separate stock exchange release. The proposal for an authorisation to issue new class A shares of the Company and other information concerning to extraordinary shareholders’ meeting are available on the Company’s web pages www.tulikivi.com/investors/general.
In Helsinki, on 17 September 2013
The 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
NASDAQ OMX Helsinki
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.