TALV Talvivaara

 

TIDMTALV 
 
RNS Number : 8237R 
Talvivaara Mining Company PLC 
07 May 2009 
 
?Stock exchange release, 7 May 2009 
 
 
TALVIVAARA APPLIES FOR SECONDARY LISTING ON NASDAQ OMX HELSINKI 
The Board of Directors of Talvivaara Mining Company Plc ("Talvivaara") has today 
decided to apply for the secondary listing of Talvivaara's shares on NASDAQ OMX 
Helsinki Ltd (the "Helsinki Stock Exchange"). The listing application has been 
submitted to the Helsinki Stock Exchange earlier today. The secondary listing on 
the Helsinki Stock Exchange is expected to commence on 11 May 2009. Talvivaara's 
shares have been listed on the main market of the London Stock Exchange since 1 
June 2007. 
Chief Executive Officer Pekka Perä: "The listing of our shares in London has 
served us very well, and we remain committed to the world's most important 
market for mining and metal shares. However, it has often proved difficult for 
Finnish retail investors to buy our shares in London. I believe that we are an 
interesting investment for many Finns, being both a Finnish company and one of 
the fastest growing industrial companies in our country. 
As a result of our Helsinki listing, investing in our shares will become much 
easier for Finnish retail investors. At the same time, investing in our shares 
will be simpler for funds that invest in the Euro area and the Nordic countries. 
Nearly all employees of Talvivaara own shares or stock options in the company, 
and the management of our employees' holdings will also become significantly 
easier through a stock exchange operating in Finland." 
Talvivaara has prepared a summary in connection with its application to have 
Talvivaara's shares admitted to public trading on the Helsinki Stock Exchange. 
The summary is available at Talvivaara's website at www.talvivaara.com. 
Talvivaara intends to comply with the Finnish Securities Market Association's 
Finnish Corporate Governance Code 2008 from the date of listing of Talvivaara's 
shares on the Helsinki Stock Exchange. Talvivaara will continue to comply with 
the UK Combined Code on Corporate Governance to the extent appropriate taking 
into account the size and the development stage of the Talvivaara Group. 
As a Finnish company listed on the London Stock Exchange, Talvivaara is subject 
to both the Finnish Securities Market Act's regulations on regular and ongoing 
disclosure obligations and the Listing Rules and the Disclosure and Transparence 
Rules of the UK Financial Services Authority. As a result of the listing of 
Talvivaara's shares on the Helsinki Stock Exchange, Talvivaara will also be 
subject to the rules of the Helsinki Stock Exchange. 
Talvivaara is currently subject to the Finnish Securities Market Act's 
provisions on public tender offers relating to, among others, the ownership 
levels that trigger a mandatory tender offer obligation and certain other 
matters. Following the listing of Talvivaara's shares on the Helsinki Stock 
Exchange, Talvivaara will become subject to the Finnish Securities Market Act's 
regulations on public tender offers in their entirety. Following the listing of 
Talvivaara's shares on the Helsinki Stock Exchange, The City Code on Takeovers 
and Mergers will no longer apply to Talvivaara. However, Talvivaara does not 
expect this to result in any material changes in the position of Talvivaara's 
shareholders in a takeover situation. A brief summary of the Finnish takeover 
rules is set out below. 
The Directive 2004/25/EC of the European Parliament and of the Council on 
takeover bids (the Takeover Directive) was implemented in Finland on July 1, 
2006. Pursuant to the Finnish Securities Markets Act, a shareholder whose 
holding in a listed company increases above three-tenths or above one-half of 
the total voting rights attached to the shares of the company, calculated in 
accordance with the Securities Markets Act, after the commencement of a public 
quotation of such shares, must make a mandatory tender offer to purchase the 
remaining shares and other securities entitling its holder to shares of such 
company for fair market value. If the securities that caused the above-mentioned 
limits to be reached have been purchased by a voluntary tender offer, which has 
been made for all shares and other securities of the target company entitling 
its holder to shares of such company, the obligation to make a mandatory tender 
offer will not be triggered. If the target company has one shareholder whose 
holding of the voting rights attached to the shares exceeds an above-mentioned 
limit, the other shareholder will not be obliged to make a tender offer until 
its holding exceeds the holding of this former shareholder. If a shareholder 
exceeds the above-mentioned limit solely due to acts by the company or another 
shareholder, the shareholder exceeding such limit will not be obliged to make a 
mandatory tender offer before purchasing or subscribing more shares in the 
target company or otherwise increasing its holding of voting rights attached to 
the shares in the target company. 
The Finnish Securities Market Act contains provisions for determining the fair 
market price to be paid in connection with a mandatory tender offer. Generally, 
the fair market price to be offered by a bidder should correspond to the highest 
price paid by the bidder for the securities subject to the mandatory tender 
offer during a period of six months preceding the triggering of the obligation 
to make the mandatory tender offer. In the event a bidder has not purchased any 
such securities during the six-month period, the starting point for determining 
the fair market price shall be the volume-weighted average price paid for the 
securities in public trading during a period of three months preceding the 
triggering of an obligation to make the mandatory tender offer. If a bidder 
purchases securities of the target company at a higher price than the offer 
price offered in its tender offer during a period of nine months from the expiry 
of the tender offer period, it must pay the balance of any such higher price and 
the offer price to the persons who tendered their securities in the tender 
offer. 
Enquiries: 
Talvivaara Mining Company Plc Tel: +358 20 7129 800 
Pekka Perä 
Saila Miettinen-Lähde 
 
 
 
 
Merlin Tel. +44 207 653 6620 
David Simonson 
Tom Randell 
Anca Spiridon 
 
 
Cocomms Tel. +358 9 6689 6925 
Anna-Mari Tiilikainen 
 
 
 
 
About Talvivaara Mining Company Plc. 
Talvivaara is a Finnish mining company operating a large open pit nickel mine in 
Sotkamo, Finland. Talvivaara aims to become an internationally significant base 
metals producer with its primary focus on nickel and zinc using a technology 
known as bioheapleaching to extract metals out of ore. Bioheapleaching makes 
extraction of metals from low grade ore economically viable. The Talvivaara 
deposits comprise one of the largest known sulphide nickel resources in Europe. 
The ore body is sufficient to support anticipated production for over 60 years. 
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main 
output of nickel and cobalt to Norilsk Nickel. Talvivaara is listed on the 
London Stock Exchange Main Market and is included in the FTSE 250 Index. Further 
information can be found at www.talvivaara.com. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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