TIDMTALV
RNS Number : 1764T
Talvivaara Mining Company PLC
02 June 2009
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Talvivaara Mining Company Plc (TALV LN)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
LAW
Proposed Placing of up to 22,280,000 new Ordinary Shares of Talvivaara Mining
Company Plc
Details of the Placing
Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces today
its intention to issue up to 22,280,000 new Ordinary Shares representing
approximately 10 per cent of the number of the existing shares of the Company
(the "Placing") to both new and existing institutional shareholders (the
"Placees").
The Placing is being conducted, subject to the satisfaction of certain
conditions, through an accelerated book-building process to be carried out by
Merrill Lynch International ("Merrill Lynch") and Liberum Capital Limited
("Liberum") who are acting as joint bookrunners in relation to the Placing. The
identity of Placees and the basis of the allocations are at the discretion of
Talvivaara, Merrill Lynch and Liberum. The number of Placing Shares and the
price at which the Placing Shares are to be placed (the "Placing Price") will be
agreed by Talvivaara with the joint bookrunners at the close of the
book-building process. Details of the number of Placing Shares and the Placing
Price will be announced as soon as practicable after the close of the
book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari
passu with the existing Ordinary Shares, including the right to receive all
dividends and other distributions declared in respect of such shares after the
date of issue of the Placing Shares. The Placing will be made on a
non-preemptive basis and as such will be subject to shareholder approval at an
EGM scheduled for 6 July 2009.
The Company will apply for admission of the Placing Shares to trading on the
main market of the London Stock Exchange and the Helsinki Stock Exchange
("Admission"). It is expected that Admission will take place and that trading
will commence on 8 July 2009.
The Placing is conditional upon, inter alia, Admission becoming effective and
upon the passing of the resolutions (without amendment) at the EGM scheduled for
6 July 2009. The Placing is also conditional on the placing agreement made
between the Company, Merrill Lynch and Liberum not being terminated. It is
anticipated that the settlement date will be 8 July 2009.
The Appendix to this announcement (which forms part of this announcement) sets
out the terms and conditions of the Placing.
Use of Proceeds
The net proceeds of the Placing will be used to realise Talvivaara's strategic
goals, in particular to expand and increase the capacity of Talvivaara's metals
processing facility. With the additional financing, the Company will plan and
design a production expansion of 40-50 per cent of the presently planned level
of 33,000 tonnes of nickel per annum to up to 50,000 tonnes in 2012. The Company
is on track to deliver this expansion of capacity at a cost of c.EUR50-55 million
as initially planned with approximately EUR15 million (an amount that has already
been funded) needed for additional crushing capacity and EUR35-40 million used for
de-bottlenecking of the metals plant and for additional mining fleet. In
addition, some of the proceeds will be used for general corporate purposes,
providing additional financial flexibility.
Background and Reasons for the Placing
Talvivaara has decided to pursue this capital raising as soon as possible
because orders for certain long lead-time items for the expanded production must
be placed during the summer of 2009 in order to make possible the planned
timetable for the production ramp-up. In order to be able to commit to the
necessary investments, the Company needs additional funding.
Talvivaara's total resource base of more than one billion tonnes of ore
corresponds to over 40 years' mine-life at the expanded capacity, which
contributes to the Company's intention to pursue expansion. Talvivaara also
targets at being in a good position to benefit from potential supply/demand
imbalance in nickel production in 2011-2012 that may result from recent
cut-backs and a recovery in demand.
Trading update
Following the release of the Company's Interim Management Statement on 28 April
2009 (the "IMS"), the Company is pleased to update the market on current
trading.
In the last month, the Company has made good progress with resolving the
existing crushing problems through redesigning the crushing circuit. Whilst the
performance of the existing circuit continues to be erratic, there has been
improved performance of the secondary and tertiary crushing circuits, and new
equipment has been ordered (including new secondary crushers and additional
screens). In order to achieve a corresponding capacity increase also in the
other parts of the materials handling function, a new agglomeration drum has
been ordered and modifications to the stacking system are being implemented.
Following an approximately two week stoppage for installation planned in August,
the redesign and additional crushing capacity is expected to increase the
materials handling capacity from the current 15 million tonnes per annum to
approximately 22 million tonnes per annum after a slow ramp to full capacity
between September 2009 and January 2010. This should allow the Company to catch
up on the crushing volumes by summer of 2010 as previously announced.
Although these short term crushing problems have affected the 2009 production
targets as previously referred to in the IMS, the Company's nickel production
target for 2010 of 30,000 tonnes remains unchanged. The production target for
2012 reflects a ramp-up to an overall capacity of up to 50,000 tonnes of nickel
per annum (capacity increase of 40-50 per cent), whilst production in 2011 is
expected to be in excess of 40,000 tonnes.
Bioheapleaching is proceeding according to expectations with the amounts of
leach solution available for metals recovery corresponding well to the present
size and average age of the heap. Metals recovery has had promising results with
quality of products already good and further improving through the most recent
production campaign that was run in May 2009.
To accommodate the metals recovery process to the planned capacity increase, the
Company will be making a few amendments in the metallurgical plant in the first
half of 2010 as well as ordering a new hydrogen plant for commissioning in Q4 of
2010. In bioheapleaching, the Company intends to change the primary heap pad
from dynamic to semi-dynamic by stacking a second layer on the heap starting
during the summer of 2010 with first reclaiming in late 2011. It is expected
that a further 45 or so employees will be taken on to meet the full expansion
plans.
The Company anticipates its operating expenditure in 2009 to amount to
approximately EUR90 million (excluding lease payments). The capital expenditure
for the year is estimated at EUR85-95 million providing the expansion project is
pursued.
By the date of this announcement, EUR30 million of the EUR50 million investment and
working capital facility from Finnvera has been drawn down.
The Company is still expecting to ship nickel to Norilsk Nickel from August 2009
after the first 100 tonnes were shipped in February 2009. Nickel sulphide
produced in the May production campaign will be invoiced in early June, although
the products will only be delivered in August.
Pekka Pera, Chief Executive of Talvivaara, said: "This offering gives Talvivaara
the financial resources to prudently invest in a significant expansion at
Sotkamo. The new facility will allow us to efficiently increase our low cost
processing capacity and to grow production to up to 50,000 tonnes of nickel per
year."
Conference Call
A conference call and Q&A with senior management on the Placing and Trading
Update will be held on 2 June at 09:00 BST/11:00 EET.
UK Participants : 0800 694 0257
International Participants: +44 (0) 1452 55 55 66
Conference ID: 12986812#
Further details on the event and the associated presentation can be found on the
Talvivaara website, www.talvivaara.com.
A replay facility will be available until 15 June on the following numbers:
UK Participants: 0800 953 1533
International Participants: +44 (0) 1452 55 00 00
Conference ID: 12986812#
Contacts
+---------------------------------+--------------+--------------------+
| Talvivaara Mining Company Plc | | +358 20 712 9800 |
+---------------------------------+--------------+--------------------+
| Pekka Pera | | |
+---------------------------------+--------------+--------------------+
| Saila Miettinen-Lahde | | |
+---------------------------------+--------------+--------------------+
| | | |
+---------------------------------+--------------+--------------------+
| Merrill Lynch International | | +44 20 7996 1000 |
+---------------------------------+--------------+--------------------+
| Harri Sundvik | | |
+---------------------------------+--------------+--------------------+
| Craig Coben | | |
+---------------------------------+--------------+--------------------+
| Andrew Osborne | | |
+---------------------------------+--------------+--------------------+
| | | |
+---------------------------------+--------------+--------------------+
| Liberum Capital Limited | | +44 20 3100 2000 |
+---------------------------------+--------------+--------------------+
| Clayton Bush | | |
+---------------------------------+--------------+--------------------+
| Ellen Francis |
+---------------------------------------------------------------------+
| | | |
+---------------------------------+--------------+--------------------+
| Merlin | | +44 20 7653 6620 |
+---------------------------------+--------------+--------------------+
| Tom Randell | | |
+---------------------------------+--------------+--------------------+
| Anca Spiridon |
+---------------------------------+--------------+--------------------+
IMPORTANT INFORMATION
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions readers
that no forward-looking statement is a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. Examples of forward-looking statements include,
amongst others, statements regarding or which make assumptions in respect of the
future continued operation of the Group's producing assets, the timing of the
commencement of future production and the sustainability of that production, the
ability of the Group to discover new resources, the prices achievable by the
Group in respect of its production, the costs of exploration, development or
production, future foreign exchange rates, interest rates and currency controls,
the future political and fiscal regimes in the overseas markets in which the
Group operates, the Group's future financial position, plans and objectives for
future operations and any other statements that are not historical fact. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances, including, but not limited to,
economic and business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of commodities or
changes in interest rates and foreign exchange rates, the policies and actions
of governmental and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future periods,
evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation or regulatory
investigations, the success of future explorations, acquisitions and other
strategic transactions and the impact of competition. A number of these factors
are beyond the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and expectations set forth
in the Company's forward-looking statements. Any forward-looking statements made
in this Announcement by or on behalf of the Company speak only as of the date
they are made. Except as required by the Financial Services Authority (the
"FSA"), the FFSA, the London Stock Exchange, the Helsinki Stock Exchange or
applicable law, the Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to
buy, sell, issue, or subscribe for any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Merrill Lynch, Liberum or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Merrill Lynch and Liberum, each of which is authorised and regulated in the
United Kingdom by the FSA, are acting for the Company and for no-one else in
connection with the Placing, and will not be responsible to anyone other than
the Company for providing the protections afforded to their respective customers
or for providing advice to any other person in relation to the Placing or any
other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by the
Company or the Joint Bookrunners that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this Announcement comes
are required by the Company and the Joint Bookrunners to inform themselves
about, and to observe such restrictions.
The price of shares and the income from them may go down as well as up and the
Placees may not get back the full amount invested on disposal of the Placing
Shares. Any indication in this Announcement of the price at which Ordinary
Shares have been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings per share of
the Company.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHO ARE: (A) (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)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS
DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED
INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE
APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a
commitment to acquire Placing Shares has been given will be deemed to have read
and understood this Announcement, including the Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in the
Appendix. In particular, each such Placee represents, warrants and acknowledges
that it is: (i) a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business; and (ii) unless otherwise agreed, outside the
United States and is subscribing for the Placing Shares in an "offshore
transaction" (within the meaning of Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act").
This Announcement, including the Appendix, is not for distribution directly or
indirectly in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Canada, Australia or Japan or any jurisdiction into which the same would be
unlawful. This Announcement does not constitute or form part of an offer or
solicitation to purchase or subscribe for shares in the capital of the Company
in the United States, Canada, Australia or Japan or any jurisdiction in which
such an offer or solicitation is unlawful. In particular, the Placing Shares
referred to in this Announcement have not been, and will not be, registered
under the Securities Act or under the securities legislation of any state of the
United States, and may not be offered or sold in the United States absent
registration or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements under the Securities Act. Subject to
exceptions, the Placing Shares referred to in this Announcement are being
offered and sold only outside the United States in accordance with Regulation S
under the Securities Act. No public offering of securities of the Company will
be made in connection with the Placing in the United Kingdom, Finland, the
United States or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the Placing Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia or
Japan. Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or any other jurisdiction in which offers or sales would be prohibited by
applicable law.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission or any other regulatory
authority in the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of the Appendix or this
Announcement should seek appropriate advice before taking any action.
This Announcement relates to an "Exempt Offer" in accordance with the Offered
Securities Rules of the Dubai Financial Services Authority ("DFSA"). This
Announcement is intended for distribution only to persons of a type specified in
the Offered Securities Rules of the DFSA. It must not be delivered to, or relied
on by, any other person. The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers. The DFSA has not
approved this Announcement nor taken steps to verify the information set forth
herein and has no responsibility for this Announcement. The Placing Shares to
which this Announcement relates may be illiquid and / or subject to restrictions
on their resale. Prospective purchasers of the Placing Shares offered should
conduct their own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised financial
advisor.
The Placing Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the London Stock Exchange and the
Helsinki Stock Exchange. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is incorporated in, or
forms part of, this Announcement.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF A PURCHASE OF THE PLACING SHARES.
Details of the Placing
The Joint Bookrunners have entered into a placing agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out in the
Placing Agreement, the Joint Bookrunners have agreed to use reasonable
endeavours to procure subscribers for Placing Shares at a price determined
following completion of the bookbuilding process in respect of the Placing (the
"Bookbuild"), described in this Announcement and set out in the Placing
Agreement.
The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares including the right
to receive all dividends and other distributions declared in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
As part of the Placing, the Company has agreed that it will not issue or sell
any Ordinary Shares for a period of 180 days after Admission, without the prior
consent of Merrill Lynch and Liberum. This agreement does not, however, prevent
the Company from granting or satisfying exercises of options granted pursuant to
existing employee share schemes of the Company as disclosed in publicly
available information.
Application for listing and admission to trading
Application will be made to the FSA (subject to the passing of the proposed
Resolution at the EGM) for admission of the Placing Shares to the Official List
of the FSA (the "Official List") and to the London Stock Exchange for admission
to trading of the Placing Shares on its main market for listed securities.
Application will be made to the Helsinki Stock Exchange for admission (subject
to the passing of proposed Resolution at the EGM) of the Placing Shares on the
Helsinki Stock Exchange. It is expected that Admission on the London Stock
Exchange and the Helsinki Stock Exchange will become effective on or around 8
July 2009 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
The Joint Bookrunners and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Merrill Lynch and Liberum are acting as joint bookrunners and agents of
the Company.
2. Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint
Bookrunners and their affiliates are each entitled to enter bids in the
Bookbuild as principal.
3. The Bookbuild will establish a single price payable to the Joint
Bookrunners by all Placees whose bids are successful (the "Placing Price"). The
Placing Price and the number of Placing Shares to be issued will be agreed
between the Joint Bookrunners and the Company following completion of the
Bookbuild. Any discount to the market price of the Ordinary shares will be
determined in accordance with the Listing Rules. The Placing Price and the
number of Placing Shares will be announced on a Regulatory Information Service
and as a stock exchange release pursuant to Finnish Securities Law following the
completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid by
telephone to their usual sales contact at either of the Joint Bookrunners. Each
bid should state the number of Placing Shares which the prospective Placee
wishes to subscribe for at either the Placing Price, which is ultimately
established by the Company and the Joint Bookrunners, or at prices up to a price
limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on
the basis referred to in paragraph 9 below.
5. The Bookbuild is expected to close no later than 4.30 p.m. (London time)
on 2 June 2009 but may be closed earlier or later at the discretion of the Joint
Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. The Company reserves the
right (upon the agreement of the Joint Bookrunners) to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its absolute
discretion.
6. Each prospective Placee's allocation will be agreed between the Joint
Bookrunners and the Company and will be confirmed orally by one of the Joint
Bookrunners as agent of the Company following the close of the Bookbuild. That
oral confirmation will constitute an irrevocable legally binding commitment upon
that person (who will at that point become a Placee) to subscribe for the number
of Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association.
7. Each prospective Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by one of the Joint Bookrunners. The terms
of this Appendix will be deemed incorporated in that contract note.
8. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner as agent of the
Company to pay in cleared funds, an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to subscribe and
the Company has agreed to allot and issue to that Placee.
9. The Joint Bookrunners may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the Company and
may scale down any bids for this purpose on such basis as they may determine.
The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Announcement and will be legally binding on the Placee on
behalf of which it is made and except with the consent of either of the Joint
Bookrunners will not be capable of variation or revocation after the time at
which it is submitted.
11. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired pursuant
to the Placing will be required to be made at the same time, on the basis
explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to below under
"Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
14. To the fullest extent permissible by law, neither of the Joint
Bookrunners nor any of their affiliates shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or otherwise). In
particular, neither of the Joint Bookrunners nor any of their affiliates shall
have any liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunner's conduct of the Bookbuild
or of such alternative method of effecting the Placing as the Joint Bookrunners
and the Company may agree.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement are
conditional on, amongst other things:
(a) agreement being reached between the Company and the Joint Bookrunners on
the Placing Price and the number of Placing Shares;
(b) the Representations and Warranties contained in the Placing Agreement
being true, accurate and complete on the date of the Placing Agreement and
remaining so at all times down to and including Admission (by reference to the
facts and circumstances then existing);
(c) the Company complying with its obligations under the Placing Agreement
to the extent the same fall to be performed or satisfied prior to Admission;
(d) the Company allotting, subject only to Admission, the Placing Shares in
accordance with the Placing Agreement;
(e) Admission taking place by 8.00 a.m. (London time) on 8 July 2009 (or
such later date as the Joint Bookrunners may otherwise determine);
(f) in the opinion of the Joint Bookrunners, acting in good faith, there not
having been and the Joint Bookrunners not having become aware of a material
adverse change in, or any development involving a prospective material adverse
change in the condition, financial, operational or otherwise, or in the
management, prospects, results of operations or business of the Company and its
subsidiaries taken as a whole; and
(g) the passing of the Resolution (without amendment) at the EGM (and not,
save with the written consent of Merrill Lynch and Liberum, at any adjournment
thereof).
If any of the conditions contained in the Placing Agreement in relation to the
Placing Shares are not fulfilled or waived by the Joint Bookrunners, by the
respective time or date where specified (or such later time and/or date as the
Company and the Joint Bookrunners may agree), the Placing will not proceed and
the Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
The Joint Bookrunners may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement
save that the condition in the Placing Agreement relating to Admission taking
place may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
None of the Joint Bookrunners, the Company or any other person shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and /or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is within
the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time before the Placing Shares are
delivered to Placees (expected to be the day before Admission or the day of
Admission), to terminate the Placing Agreement in relation to their obligations
in respect of the Placing Shares by giving notice to the Company if, amongst
other things:
(a) any of the conditions to the Joint Bookrunners' obligations under the
Placing Agreement have not been satisfied by the Company or waived by the Joint
Bookrunners; or
(b) there has been a breach of any of the warranties and representations
contained in the Placing Agreement or any material failure to perform any of the
undertakings or agreements in the Placing Agreement; or
(c) it shall come to the notice of either of the Joint Bookrunners that any
statement contained in this Announcement, or any other document or announcement
issued or published by or on behalf of the Company in connection with the
Placing (together the "Placing Documents"), is or has become untrue, incorrect
or misleading in any material respect, or any matter has arisen, which would, if
the Placing were made at that time, constitute a material omission from the
Placing Documents, or any of them, and which either of the Joint Bookrunners,
acting in good faith, consider to be material in the context of the Placing or
the underwriting of the Placing Shares, Admission or any of the transactions
contemplated by the Placing Agreement; or
(d) there has occurred (i) any material adverse change in the financial
markets in the United States, the United Kingdom, Finland, member states of the
European Union or in the international financial markets, (ii) any outbreak or
escalation of hostilities, act of terrorism or other calamity or crisis or (iii)
any change or development involving a prospective change in national or
international political, financial or economic conditions, or currency exchange
rates, in each case the effect of which is such as to make it, in the judgement
of either of the Joint Bookrunners acting in good faith, impracticable or
inadvisable to market the Placing Shares or to enforce contracts for the sale of
the Placing Shares; or
(e) if trading in the Ordinary Shares is suspended or limited or there are
certain other disruptions, limitations or suspensions in respect of the
operations of certain stock exchanges or a banking moratorium is declared by
certain authorities.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the Placing
Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that they need not make any reference to Placees and that they shall have no
liability to Placees whatsoever in connection with any such exercise or failure
so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved
by the FSA or the FFSA in relation to the Placing and Placees' commitments will
be made solely on the basis of the information contained in this Announcement
(including this Appendix) released by the Company today, and subject to the
further terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made by
or on behalf of the Company or the Joint Bookrunners or any other person and
none of the Joint Bookrunners or the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares will take place within the
Book-entry System (or CREST) prior to Admission.
Placees outside of the Republic of Finland who wish to hold their Placing Shares
in uncertificated form in CREST will not be issued with Ordinary Shares but will
receive their interest in the Company by means of the CREST International
Settlement Links Service and, in particular, the link with Euroclear Finland and
SIX SIS AG. The Placing Shares will be issued by the Company and incorporated
within the Book-entry System and then transferred to CREST International
Nominees Limited ("CINL"), a subsidiary of CRESTCo, which will hold them on
trust and will be subject to the existing depositary arrangements between the
Company and the depositary.
The Company reserves the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees who are outside of the Republic
of Finland in certificated form if, in the Joint Bookrunners' opinion, delivery
or settlement is not possible or practicable within the CREST system or would
not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating the number of
Placing Shares to be allocated to it at the Placing Price and settlement
instructions.
Each Placee agrees that it will do all things necessary to ensure that
settlement is completed within the Book-entry System maintained by Euroclear
Finland and in respect of CREST.
It is expected that settlement will be on 8 July 2009 in accordance with the
instructions given to the Joint Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, any or all of the Placing Shares allocated to that Placee may be
sold on such Placee's behalf and an amount equal to the aggregate amount owed by
the Placee plus any interest due will be retained from the proceeds for the
Company's account and benefit. The relevant Placee will, however, remain liable
for any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as
the case may be) the following. It:
1. represents and warrants that it has read this Announcement, including the
Appendix, in its entirety;
2. acknowledges and agrees that no offering document, listing particulars or
prospectus has been or will be prepared in connection with the Placing and
represents and warrants that it has not received a prospectus or other offering
document in connection with the Bookbuild, the Placing or the Placing Shares;
3. acknowledges that the Ordinary Shares are listed on the Official List of
the FSA and the Helsinki Stock Exchange, and the Company is therefore required
to publish certain business and financial information in accordance with the
rules and practices of the FSA and Finnish Securities Law, which includes a
description of the nature of the Company's business and its most recent balance
sheet and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;
4. acknowledges that none of the Joint Bookrunners or the Company nor any of
their affiliates nor any person acting on behalf of any of them has provided,
and will not provide, it with any material regarding the Placing Shares or the
Company or any other person other than this Announcement; nor has it requested
any of the Joint Bookrunners, the Company, any of their affiliates or any person
acting on behalf of any of them to provide it with any such information;
5. acknowledges that (i) it and, if different, the beneficial owner of the
Placing Shares is not, and at the time the Placing Shares are acquired will not
be residents of Australia, Canada or Japan, and (ii) the Placing Shares have not
been and will not be registered under the securities legislation of the United
States, Australia, Canada or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, in or into those jurisdictions;
6. acknowledges that the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint Bookrunners nor any
person acting on their behalf has or shall have any liability for any
information, representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company and will not be
liable for any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has relied
in committing itself to subscribe for the Placing Shares is contained in this
Announcement and any information previously published by the Company by
notification to a Regulatory Information Service or as a stock exchange release
pursuant to the rules of Finnish Securities Law, such information being all that
it deems necessary to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of the Joint
Bookrunners or the Company and none of the Joint Bookrunners or the Company will
be liable for any Placee's decision to accept an invitation to participate in
the Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company in
deciding to participate in the Placing;
7. acknowledges that neither of the Joint Bookrunners nor any person acting
on behalf of them nor any of their affiliates has or shall have any liability
for any publicly available or filed information, or any representation relating
to the Company, provided that nothing in this paragraph excludes the liability
of any person for fraudulent misrepresentation made by that person;
8. represents and warrants that neither it, nor the person specified by it
for registration as a holder of Placing Shares is, or is acting as nominee or
agent for, and that the Placing Shares will not be allotted to, a person who is
or may be liable to stamp duty or stamp duty reserve tax under any of sections
67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance
services);
9. represents and warrants that it has complied with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations;
10. if a financial intermediary, as that term is used in Article 3(2) of EU
Directive 2003/71/EC (the "Prospectus Directive") (including any relevant
implementing measure in any member state), represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the European Economic
Area which has implemented the Prospectus Directive other than to qualified
investors, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the proposed offer or resale;
11. represents and warrants that it has not offered or sold and, prior to
the expiry of a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of the Financial Services and Markets Act 2000 ("FSMA");
12. represents and warrants that it has not offered or sold and will not
offer or sell any Placing Shares to persons in the European Economic Area prior
to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the European Economic Area within the meaning of the Prospectus
Directive (including any relevant implementing measure in any member state);
13. represents and warrants that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of FSMA does not require approval of the communication by an
authorised person;
14. represents and warrants that it has complied and will comply with all
applicable provisions of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving, the United Kingdom;
15.
(A) represents and warrants that it is a person falling within Article 19(5)
and/ or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 or is a person to whom this Announcement may
otherwise be lawfully communicated; and
(B) acknowledges that any offer of Placing Shares may only be directed at
persons to the extent in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) and represents and agrees that it is such a
qualified investor;
16. represents and warrants that it is entitled to purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to it, and that
its subscription/purchase of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
17. undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as the Joint
Bookrunners may in their discretion determine and without liability to such
Placee;
18. acknowledges that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;
19. acknowledges that neither of the Joint Bookrunners, nor any of their
respective affiliates, nor any person acting on behalf of either of them, is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of either Joint Bookrunners and that the Joint Bookrunners have no duties
or responsibilities to it for providing the protections afforded to their
clients or customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any of
its rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
20. undertakes that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be. Neither of the Joint Bookrunners or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to indemnify the
Company and the Joint Bookrunners in respect of the same on the basis that the
Placing Shares will be transferred to the stock account of Merrill Lynch with
CREST who will hold them as nominee on behalf of such Placee until settlement;
21. acknowledges that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
22. acknowledges that Merrill Lynch and Liberum will rely upon the truth and
accuracy of the representations, warranties and acknowledgements set forth
herein and which are irrevocable and it irrevocably authorises Merrill Lynch and
Liberum to produce this Announcement, pursuant to, in connection with, or as may
be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
23. agrees to indemnify and hold the Company, the Joint Bookrunners and
their respective affiliates harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placing;
24. represents and warrants that it will acquire any Placing Shares
purchased by it for its account or for one or more accounts as to each of which
it exercises sole investment discretion and it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
account;
25. acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein and in the contract note will continue notwithstanding any
amendment that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the benefit of the
Company as well as the Joint Bookrunners. The agreement to settle a Placee's
subscription (and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax depends on
the settlement relating only to the subscription by it and/or such person direct
from the Company for the Placing Shares in question. Such agreement assumes, and
is based on a warranty from each Placee, that neither it, nor the person
specified by it for registration as holder, of Placing Shares is, or is acting
as nominee or agent for, and that the Placing Shares will not be allotted to, a
person who is or may be liable to stamp duty or stamp duty reserve tax under any
of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and
clearance services). If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and neither the
Company nor the Joint Bookrunners shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee should seek its own
advice and notify the Joint Bookrunners accordingly;
26. understands that no action has been or will be taken by any of the
Company, the Joint Bookrunners or any person acting on behalf of the Company or
the Joint Bookrunners that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such action for that
purpose is required;
27. in making any decision to subscribe for the Placing Shares, confirms
that it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares. It further confirms that it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of, and is able to sustain a complete loss in connection with the Placing. It
further confirms that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
28. warrants and represents that it has (a) made its own assessment and
satisfied itself concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems necessary; (b) had
access to review publicly available information concerning the Group that it
considers necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary or
appropriate in connection with its subscription or purchase of the Placing
Shares; and (d) made its investment decision based upon its own judgement, due
diligence and analysis and not upon any view expressed or information provided
by or on behalf of Merrill Lynch and Liberum;
29. understands and agrees that it may not rely on any investigation that
Merrill Lynch and Liberum or any person acting on their behalf may or may not
have conducted with respect to the Company, its group, or the Placing and
Merrill Lynch and Liberum have not made any representation to it, express or
implied, with respect to the merits of the Placing, the subscription or purchase
of the Placing Shares, or as to the condition, financial or otherwise, of the
Company, its group, or as to any other matter relating thereto, and nothing
herein shall be construed as a recommendation to it to purchase the Placing
Shares. It acknowledges and agrees that no information has been prepared by
Merrill Lynch, Liberum or the Company for the purposes of this Placing; and
30. accordingly it acknowledges and agrees that it will not hold Merrill
Lynch or Liberum, any of their respective associates or any person acting on
their behalf responsible or liable for any misstatements in or omission from any
publicly available information relating to the Company's group or information
made available (whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company's group (the
"Information") and that none of Merrill Lynch, Liberum or any person acting on
behalf of Merrill Lynch or Liberum, makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such Information.
By participating in the Placing, each Placee (and any person acting on Placee's
behalf) subscribing for Placing Shares acknowledges that: (i) subject to
exceptions, the Placing Shares are being offered and sold only pursuant to
Regulation S under the Securities Act in a transaction not involving a public
offering of securities in the United States and the Placing Shares have not been
and will not be registered under the Securities Act; and (ii) unless otherwise
agreed, the offer and sale of the Placing Shares to it has been made outside of
the United States in an "offshore transaction" (as such term is defined in
Regulation S under the Securities Act) and it is outside of the United States
during any offer or sale of Placing Shares to it.
In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Under Listing Rule 9.5.10 (3) the Placing Price cannot be set at a discount of
more than ten per cent. to the middle market price of the Ordinary Shares at the
time of agreeing the Placing unless such Placing Price is approved by the
Shareholders. In such a situation, the Resolution will be amended and
Shareholders will be asked to consider and, if thought fit, approve the Placing
Price.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the Joint Bookrunners or any of their affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Joint
Bookrunners, any money held in an account with any of the Joint Bookrunners on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the rules and regulations of
the FSA made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Joint
Bookrunners' money in accordance with the client money rules and will be used by
the relevant Joint Bookrunners in the course of their own business; and the
Placee will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to amendment. The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
DEFINITIONS
In this Announcement:
"Admission" means (i) the admission of the Placing Shares to listing on the
Official List of the Financial Services Authority and to trading on the main
market of the London Stock Exchange and (ii) the admission of the Placing Shares
to listing on the Helsinki Stock Exchange;
"Announcement" means this announcement (including the appendix to this
announcement);
"Book-entry System" means the book-entry system maintained by Euroclear Finland
in accordance with the Finnish Act on Book-entry Systems (17.5.1991/826);
"Company" or "Talvivaara" means Talvivaara Mining Company PLC;
"CREST" means the relevant system, as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755) (in respect of which Euroclear UK & Ireland
Limited is the operator);
"CRESTCo" means CRESTCo Limited, the operator of CREST;
"DFSA" means the Dubai Financial Services Authority;
"EGM" means the general meeting of the Company to be held on or around 6 July
2009;
"Euroclear Finland" means Euroclear Finland Limited;
"FFSA" means the Finnish Financial Supervision Authority (Finanssivalvonta);
"Finnish Securities Law" means the laws, regulations, decrees, guidelines and
decisions taken by relevant authorities applicable to the Placing, including but
not limited to the Finnish Securities Market Act (26.5.1989/495) and the
administrative decrees and guidelines issued thereunder by the Ministry of
Finance and the Finnish Financial Supervision Authority, respectively, and the
rules of the Helsinki Stock Exchange;
"FSA" means the Financial Services Authority;
"FSMA" means Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiaries;
"Helsinki Stock Exchange" means NASDAQ OMX Helsinki Ltd;
"Joint Bookrunners" means Merrill Lynch International Limited and Liberum
Capital Limited;
"Listing Rules" means the listing rules made by the FSA under section 73A of the
FSMA and each a "Listing Rule";
"London Stock Exchange" means the London Stock Exchange plc;
"Official List" means the official list of the FSA;
"Ordinary Share" means an ordinary share of the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Placing Shares has been given;
"Placing" means the placing of the Placing Shares by the Joint Bookrunners, on
behalf of the Company, with both new and existing institutional investors;
"Placing Agreement" means the placing agreement dated 2 June 2009 among the
Company and the Joint Bookrunners in respect of the Placing;
"Placing Price" means the price per Ordinary Share at which the Placing Shares
are placed;
"Placing Shares" means up to 22,280,000 Ordinary Shares to be issued pursuant to
the Placing;
"Prospectus Directive" means the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC;
"Resolution" means the resolution(s) to be approved in the EGM, in a form and
substance acceptable to Merrill Lynch and Liberum;
"Securities Act" means the US Securities Act of 1933, as amended;
"Shareholder" means a holder of Ordinary Shares;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern
Ireland; and
"United States" or "US" means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia.
This information is provided by RNS
The company news service from the London Stock Exchange
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