Stock
Exchange Release
Talvivaara Mining Company
Plc
8 March 2013
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
Resolutions
of Extraordinary General Meeting of Talvivaara Mining Company
Plc
An Extraordinary General Meeting
of Talvivaara Mining Company Plc (the "Company") has on 8 March
2013 resolved to approve the proposal by the Board of Directors to
authorise the Board of Directors to undertake a share issue for
consideration pursuant to the shareholders' pre-emptive
subscription right. The Board of Directors has the right to decide
upon the offering to parties determined by the Board of Directors
of any shares that may remain unsubscribed for pursuant to the
shareholders' pre-emptive subscription right. A maximum number of
26,000,000,000 new shares can be issued in the share issue. The
Board of Directors is authorised to determine the subscription
price for the new shares and the other terms and conditions of the
share issue. The authorisation of the Board of Directors to issue
shares is valid until 31 December 2013.
In addition, the Extraordinary
General Meeting of the Company has resolved to approve the proposal
of the Board of Directors to grant an authorisation to the Board of
Directors to decide on the issue of up to 600,000,000 new shares
through one or several share issues and/or by granting of special
rights entitling to shares, as referred to in Chapter 10, Section
1, of the Finnish Companies Act in order to carry out an adjustment
of the conversion price in accordance with the terms and conditions
of the convertible bonds of the Company due 2013 resulting from the
share issue. The authorisation is valid until 31 December 2013. The
use of the authorisation is conditional upon the completion of the
share issue.
ENQUIRIES
Talvivaara Mining Company Plc +358 20 712
9800
Pekka Perä CEO
Saila Miettinen-Lähde, Deputy CEO and CFO
Talvivaara
Mining Company Plc
Talvivaara Mining Company is 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 estimated to support
anticipated production for several decades. Talvivaara has secured
a 10-year off-take agreement for 100 per cent of its main output of
nickel and cobalt to Norilsk Nickel and entered into a long-term
zinc streaming agreement with Nyrstar NV. Talvivaara is listed on
the London Stock Exchange Main Market and NASDAQ OMX Helsinki.
Further information can be found at www.talvivaara.com.
DISCLAIMER
This announcement is an
advertisement and not a prospectus and investors should not
subscribe for or purchase any shares or securities referred to in
this announcement except on the basis of information in the
applicable prospectus which, subject to approval from the Finnish
Financial Supervisory Authority, which are expected to be published
by Talvivaara in connection with the rights issue. Copies of the
prospectus will, following publication and distribution, be
available from Talvivaara's registered office. Nothing in this
announcement should be interpreted as a term or condition of the
rights issue.
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 or Japan. 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.
There is no intention 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 or sale of
securities in the offering are subject to specific legal or
regulatory restrictions in certain jurisdictions. Talvivaara
assumes 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 announcement
refers, unless they do so on the basis of the information contained
in the applicable prospectus published or distributed by
Talvivaara.
Talvivaara has not authorised any
offer to the public of securities in any Member State of the
European Economic Area other than Finland and the United Kingdom.
With respect to each Member State of the European Economic Area
other than Finland and the United Kingdom 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 any legal entity which
is a qualified investor as defined in the Prospectus Directive; or
(b) in any other circumstances falling within Article 3(2) of the
Prospectus Directive. 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.
This communication includes
forward-looking statements within the meaning of the securities
laws of certain applicable jurisdictions. These forward-looking
statements include, but are not limited to, all statements other
than statements of historical facts contained in this
communication, including, without limitation, those regarding
Talvivaara's strategy, plans, objectives, goals and targets. By
their nature, forward looking statements involve known and unknown
risks, uncertainties and other factors because they relate to
events and depend on circumstances that may or may not occur in the
future. Talvivaara cautions you that forward-looking statements are
not guarantees of future performance and are based on numerous
assumptions and that its actual results of operations, including
its financial condition and liquidity, may differ materially from
(and be significantly more negative than) those made in, or
suggested by, the forward-looking statements contained in this
communication. In particular, this communication includes
forward-looking statements relating to Talvivaara's plans to
address the recent operational challenges faced by Talvivaara. Such
estimates are based on a number of assumptions that are, in turn,
based on currently available information and judgments based on
such information. However, these assumptions are inherently
uncertain and subject to a wide variety of significant operational
and regulatory risks and uncertainties that could cause the actual
outcome of Talvivaara's actions to materially differ from those
anticipated.
No statement in this announcement
is intended as a profit forecast or a profit estimate and no
statement in this announcement should be interpreted to mean that
earnings per share for the current or future financial years would
necessarily match or exceed the historical published earnings per
share. Prices and values of, and income from, shares may go down as
well as up and an investor may not get back the amount invested. It
should be noted that past performance is no guide to future
performance. Persons needing advice should consult an independent
financial adviser.
J.P. Morgan Securities plc, which
is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as sole sponsor for Talvivaara and no
one else in connection with the rights issue and will not regard
any other person (whether or not a recipient of this announcement)
as a client in relation to the rights issue and will not be
responsible to anyone other than Talvivaara for providing the
protections afforded to its clients or for giving advice in
connection with the rights issue, the contents of this announcement
and the accompanying documents or any other transaction,
arrangement or matter referred to herein or therein.
Each of Nordea Bank Finland Plc,
Merrill Lynch International, BNP PARIBAS and Danske Bank A/S
Helsinki Branch is acting exclusively for Talvivaara and for no one
else in connection with the rights issue and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the rights issue and will not be responsible
to anyone other than Talvivaara for providing the protections
afforded to their respective clients or for providing advice in
connection with the rights issue or any other transaction,
arrangement or matter referred to herein.
This announcement should not be
considered a recommendation by any of J.P. Morgan Securities plc,
Nordea Bank Finland Plc, Merrill Lynch International, BNP PARIBAS
or Danske Bank A/S Helsinki Branch or any of their respective
directors, officers, employees, advisers or any of their respective
affiliates in relation to any purchase of or subscription for
securities.
No representation or warranty,
express or implied, is given by or on behalf of any of J.P. Morgan
Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or
any of their respective directors, officers, employees, advisers or
any of their respective affiliates or any other person as to the
accuracy, fairness, sufficiency or completeness of the information
or the opinions or the beliefs contained in this announcement (or
any part hereof).
None of the information contained
in this announcement has been independently verified or approved by
any of J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill
Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch
or any of their respective directors, officers, employees, advisers
or any of their respective affiliates. Save in the case of fraud,
no liability is accepted by any of J.P. Morgan Securities plc,
Nordea Bank Finland Plc, Merrill Lynch International, BNP PARIBAS
or Danske Bank A/S Helsinki Branch or any of their respective
directors, officers, employees, advisers or any of their respective
affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement.
No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by Talvivaara, any of J.P. Morgan Securities plc, Nordea
Bank Finland Plc, Merrill Lynch International, BNP PARIBAS or
Danske Bank A/S Helsinki Branch or any other person. Subject to
applicable rules and regulations, the issue of this announcement
shall not, in any circumstances, create any implication that there
has been no change in the affairs of Talvivaara and its group since
the date of this announcement or that the information in it is
correct as at any subsequent date.
This communication is directed
only at (i) persons who are outside the United Kingdom or (ii)
persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
and (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2) 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 announcement or any of its contents.
Neither the content of
Talvivaara's website (or any other website) nor the content of any
website accessible from hyperlinks on Talvivaara's website (or any
other website) is incorporated into, or forms part of, this
announcement.
Resolutions of EGM of Talvivaara
Mining Co Plc 8.3.13
This
announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters
ONE
HUG#1683977
Talvivaara (LSE:TALV)
Historical Stock Chart
From May 2024 to Jun 2024
Talvivaara (LSE:TALV)
Historical Stock Chart
From Jun 2023 to Jun 2024