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Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction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’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
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
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.