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.
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, IS EXPECTED TO BE
PUBLISHED BY TALVIVAARA IN CONNECTION WITH THE OFFERING. COPIES OF
THE PROSPECTUS WILL, FOLLOWING PUBLICATION AND DISTRIBUTION, BE
AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.
Talvivaara
Mining Company Plc
Terms and Conditions of the Offering to raise
approximately EUR 261 million
Talvivaara Mining Company Plc
("Talvivaara" or the "Company") today announces the terms in
respect of its previously announced rights offering to raise
approximately EUR 261 million (the "Offering").
The Offering
in Brief
· Rights offering to raise gross
proceeds of approximately EUR 261 million
·Company to use proceeds for the
continued ramp-up towards the full-scale production of 50,000tpa of
nickel, improvement of its capital structure and ensuring its
ability to repay or refinance its short- and medium-term
indebtedness
· Six (6) new shares for each
existing shares held on the record date, 13 March 2013
· Subscription price of EUR 0.16
per new share or new CDI
· Shares will trade ex-rights from
11 March 2013
· Trading in subscription rights
commences on 18 March 2013 and ends on 27 March 2013
· Subscription period will
commence on 18 March 2013
· Subscription period will end on
5 April 2013 for shareholders who are registered in the Company's
shareholders' register maintained by Euroclear Finland Ltd
· Subscription period will end on
3 April 2013 for holders of the Company's CDIs
· Fully underwritten through
shareholder subscription commitments and bank underwriting
Overview
The board of directors of the
Company (the "Board of Directors") has decided on the offering of
shares in the Company ("Shares") pursuant to the authorisation
granted by the extraordinary general meeting of shareholders in the
Company on 8 March 2013. Pursuant to the decision of the Board of
Directors on 8 March 2013, the Company intends to raise
approximately EUR 261 million in gross proceeds by way of a rights
offering to existing shareholders. A maximum of 1,633,857,840 new
Shares (the "Offer Shares") or CREST depository interests ("CDIs")
representing the Offer Shares ("New CDIs") are offered for
subscription on the terms and conditions set out below.
Shareholders who are registered in
the Company's shareholders' register maintained by Euroclear
Finland Ltd ("Euroclear Finland") on 13 March 2013 (the "Record
Date") will receive one (1) subscription right ("Subscription
Right") for each existing Share ("Existing Share") held on the
Record Date. The Company's CREST depository interest ("CDI")
holders ("CDI Shareholders") who are registered in the Company's
CDI register maintained by CREST on the Record Date will receive
one (1) Subscription Right for each CDI held on the Record Date
("Existing CDI").
Each Subscription Right will
entitle the holder to subscribe for six (6) Offer Shares or New
CDIs at the subscription price of EUR 0.16 per Offer Share or New
CDI (the "Subscription Price"). The Subscription Price represents,
in effect:
· an 84.5 per cent discount to the
closing price of an Existing Share; and
· a 43.7 per cent discount to the
theoretical ex-rights price of an Existing Share,
in each case based on the closing
price of EUR 1.031 on the Helsinki Stock Exchange on 7 March 2013.
No fractions of the Offer Shares or New CDIs will be allotted and a
Subscription Right cannot be exercised partially.
Shares will trade ex-rights from
11 March 2013. Trading of the Subscription Rights on the London
Stock Exchange and on the Helsinki Stock Exchange commences on 18
March 2013 and expires on 27 March 2013. The subscription period
for the Offer Shares (the "Share Subscription Period") will
commence on 18 March 2013 and expire at 8:00 p.m. (Finnish time) on
5 April 2013. The subscription period for the New CDIs (the "CDI
Subscription Period") will commence on 18 March 2013 and expire at
2:00 p.m. (London time) on 3 April 2013.
Assuming that the Offering is
fully subscribed for, the Offer Shares would represent 600.0 per
cent of the Existing Shares and related voting rights prior to the
Offering and, following completion of the Offering, would represent
85.7 per cent of all Shares and related voting rights.
Existing shareholders of the
Company and other investors can subscribe for Offer Shares without
Subscription Rights (the "Secondary Subscription"). Offer Shares
will be allocated to subscribers in the Secondary Subscription in
the event that not all of the Offer Shares have been subscribed for
pursuant to the exercise of Subscription Rights.
The Company will publish the
preliminary results of the Offering in a stock exchange release on
or about 10 April 2013. The final results of the Offering will be
published in a stock exchange release on or about 12 April
2013.
The terms and conditions of the
Offering together with instructions to shareholders are attached to
this stock exchange release.
Publication
of the Prospectus
In relation to the Offering, the
Company has submitted a Finnish language prospectus for the
approval of the Finnish Financial Supervisory Authority, and such
prospectus is expected to be published on 13 March 2013. The
prospectus will be published on Talvivaara's website at
www.talvivaara.com on or about 13 March 2013. In addition, the
prospectus will be available at the branch offices of Nordea in
Finland, on Nordea's website at www.nordea.fi/sijoita, on Danske
Bank's website at www.danskebank.fi/sijoittajaesitteet as well as
at the Helsinki Stock Exchange located at Fabianinkatu 14, FI-00100
Helsinki, Finland, on or about 13 March 2013.
Use of
Proceeds
Assuming that all of the Offer
Shares are subscribed for in the Offering, the gross proceeds
received by the Company from the Offering will be approximately EUR
261 million.
Talvivaara will use the net
proceeds of the Offering for the continued ramp-up towards the
targeted full-scale production capacity of 50,000 tonnes of nickel
per year in the medium to long term (including capital expenditure
of approximately EUR 20 million for the water management measures
and improvements in 2013), to improve its capital structure, to
ensure its ability to repay or refinance its short- and medium-term
indebtedness and to ensure that the Company has sufficient
liquidity to repay at maturity the remaining outstanding amount of
EUR 76.9 million of its convertible bonds due in May 2013, if there
are no attractive refinancing options available at such time.
Subscription
Commitments and Underwriting
Mr Pekka Perä, representing
approximately 20.7 per cent of the Existing Shares, has irrevocably
committed to subscribe for (i) approximately 31.3 million Offer
Shares (corresponding a total subscription price of EUR 5 million)
(the "Mr Perä Subscription Commitment") and (ii) such number of
additional Offer Shares with an aggregate subscription price that
is equal to 76 per cent of any net proceeds received by him from
the sale of (A) any Subscription Rights during the Share
Subscription Period and (B) any Shares at any time prior to the end
of the Share Subscription Period.
Solidium Oy ("Solidium"),
representing approximately 8.9 per cent of the Existing Shares, has
irrevocably committed to subscribe for approximately 145.3 million
Offer Shares on the basis of the Subscription Rights allocated to
it (the "Solidium Subscription Commitment"). In addition, Solidium
has agreed to subscribe for any Offer Shares not otherwise
subscribed and paid for pursuant to Subscription Rights or in the
Secondary Subscription up to an aggregate subscription price of EUR
30 million (the "Solidium Subscription Guarantee").
Varma Mutual Pension Insurance
Company, representing approximately 8.7 per cent of the Existing
Shares, has irrevocably committed to subscribe for approximately
142.2 million Offer Shares on the basis of the Subscription Rights
allocated to it (together with the Mr Perä Subscription Commitment,
the Solidium Subscription Commitment and the Solidium Subscription
Guarantee, the "Shareholder Commitments").
The Offering is being underwritten
(save in respect of those Offer Shares that are subject to
Shareholder Commitments) by J.P. Morgan Securities plc, Nordea Bank
Finland Plc ("Nordea", and together with J.P. Morgan Securities
plc, the "Joint Global Coordinators"), BofA Merrill Lynch, BNP
PARIBAS and Danske Bank A/S, Helsinki Branch (together with the
Joint Global Coordinators, BofA Merrill Lynch and BNP PARIBAS, the
"Joint Bookrunners") in accordance with the terms and subject to
the conditions of the underwriting agreement between the Company
and the Joint Bookrunners.
Adjustment
to the Conversion Price of the Convertible Bonds due 2013 and
2015
As a consequence of the Offering,
the Board of Directors decided today on an adjustment to the
conversion prices of the Company's convertible bonds due 2013 and
2015, subject to the Offering being executed in full as described
in the terms and conditions of the Offering. The Board of Directors
adjusted the conversion price in accordance with Condition 6(b)(iv)
of the convertible bonds due 2013 from GBP 5.7931 (EUR 7.2703) to
GBP 1.59 (EUR 2.00). The Board of Directors adjusted the conversion
price in accordance with Condition 6(b)(iv) of the convertible
bonds due 2015 from GBP 6.8937 (EUR 8.2117) to GBP 1.9000 (EUR
2.2633). The new conversion prices will become effective as of 8
April 2013, provided that the Offering is executed in full as
described in the terms and conditions of the Offering. Assuming
that the new conversion prices become effective, the total number
of Shares that can be subscribed for on the basis of the
convertible bonds due 2013 is 38,537,673 and on the basis of the
convertible bonds due 2015 is 98,617,935.
Adjustment
of the Terms and Conditions of the Option Schemes 2007 and
2011
As a consequence of the Offering,
the Board of Directors has today adjusted the subscription price
and the number of Shares that can be subscribed for through the
exercise of the stock options 2007 and 2011 in accordance with the
terms and conditions of the stock options 2007 and 2011. Provided
that the Offering is executed in full as described in the terms and
conditions of the Offering, (i) the subscription price for stock
options 2007B will be adjusted to GBP 0.4924 per Share and the
number of Shares that can be subscribed for through the exercise of
the stock options 2007B will increase by 13,998,600 Shares; (ii)
the subscription price for stock options 2007C will be adjusted to
GBP 0.5110 per Share and the number of Shares that can be
subscribed for through the exercise of the stock options 2007C will
increase by 13,998,600 Shares; (iii) the subscription price for
stock options 2011B will be adjusted to EUR 0.5935 per Share and
the number of Shares that can be subscribed for through the
exercise of the stock options 2011B will increase by 9,000,000
Shares; and (iv) the number of Shares that can be subscribed for
through the exercise of the stock options 2011C will increase by
9,000,000 Shares. Stock options 2011A did not vest due to the
determined vesting criteria not having been met. The subscription
price for stock options 2011C will be determined at a later date in
accordance with the terms and conditions of the programme.
The foregoing adjustment to the
terms and conditions of the stock options 2007 and 2011 due to the
Offering will become effective simultaneously with the registration
of the Offer Shares issued in the Offering with the Finnish Trade
Register on or about 15 April 2013, provided that the Offering is
executed in full as described in the terms and conditions of the
Offering. The stock options 2007 and 2011 do not entitle holders to
participate in the Offering.
Important Dates
Board of Directors' decision on the Offering and
terms and conditions: 8 March 2013
Ex-rights date: 11 March 2013
Prospectus publication: 13 March 2013
Record Date: 13 March 2013
Share Subscription Period, CDI Subscription Period
and trading in Subscription Rights begin: 18 March 2013
Trading in Subscription Rights ends: 27 March
2013
CDI Subscription Period ends: 3 April 2013
Share Subscription Period ends: 5 April 2013
Trading in interim shares representing Offer
Shares ("Interim Shares") and
CDIs representing Interim Shares begins: 8 April 2013
Preliminary result of the Offering announced: on
or about 10 April 2013
Final result of the Offering announced: on or
about 12 April 2013
Offer Shares registered with the Finnish Trade
Register: on or about 15 April 2013
Trading in Offer Shares as Shares begins: on or
about 16 April 2013
Enquiries
Talvivaara Mining Company Plc Tel +358 20
7129 800
Pekka Perä, Chief Executive Officer
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 Offering. 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
Offering.
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. None of
Talvivaara J.P. Morgan Securities plc, Nordea Bank Finland Plc,
Merrill Lynch International, BNP PARIBAS and Danske Bank A/S
Helsinki Branch assume any 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 Offering and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Offering 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
Offering, 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 Offering and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Offering 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 Offering 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.
TERMS AND
CONDITIONS OF THE OFFERING
Overview of
the Offering
The board of directors (the "Board
of Directors") of Talvivaara Mining Company Plc (the "Company") has
decided on the offering of shares in the Company ("Shares")
pursuant to the authorisation granted by the extraordinary general
meeting of shareholders in the Company on 8 March 2013. Pursuant to
the decision of the Board of Directors on 8 March 2013, the Company
intends to raise approximately EUR 261 million in gross proceeds by
way of a right offering (the "Offering") to existing shareholders
to subscribe for 1,633,857,840 new Shares (the "Offer Shares") on
the terms and conditions set out below.
As a result of the Offering, the
total number of Shares may, upon completion, increase from
272,309,640 Shares to a maximum of 1,906,167,480 Shares. Assuming
that the Offering is fully subscribed for, the Offer Shares would
represent 600.0 per cent of the Shares in existence (the "Existing
Shares") on 13 March 2013 (the "Record Date") and related voting
rights prior to the Offering and, following completion of the
Offering, would represent 85.7 per cent of all Shares and related
voting rights.
Subscription
Rights
The Record Date for the Offering
is 13 March 2013. The subscription rights granted in the Offering
(the "Subscription Rights") will be recorded on shareholders'
book-entry accounts on 13 March 2013.
Shareholders who are registered in
the Company's shareholders' register maintained by Euroclear
Finland Ltd ("Euroclear Finland") on the Record Date will receive
one (1) Subscription Right for each Existing Share held on the
Record Date. One (1) Subscription Right will entitle the holder to
subscribe for six (6) Offer Shares. No fractions of the Offer
Shares or CREST depository interests ("CDIs") representing Offer
Shares ("New CDIs") will be allotted and a Subscription Right
cannot be exercised partially.
The Company's CDI holders ("CDI
Shareholders") who are registered in the Company's CDI register
maintained by CREST on the Record Date will receive one (1)
Subscription Right for each CDI held on the Record Date ("Existing
CDI"). Six Security Services holds certain Existing Shares on
behalf of CREST Depository Limited (the "CREST Depository") and,
accordingly, will receive Subscription Rights. Six Security
Services will pass on the Subscription Rights in the form of
representative instruments to the CREST Depository which, in turn,
will issue Subscription Rights in the form of CDIs to CDI
Shareholders in accordance with these terms and conditions and the
terms of the deed poll.
No Subscription Rights will be
allocated to the treasury Shares of the Company.
The Subscription Rights will be
subject to trading on NASDAQ OMX Helsinki Ltd (the "Helsinki Stock
Exchange") and Subscription Rights, in the form of CDIs, will be
admitted to trading on the main market for listed securities of
London Stock Exchange plc (the "London Stock Exchange"). Trading in
the Subscription Rights will commence on 18 March 2013.
Subscription
Price
The subscription price (the
"Subscription Price") is EUR 0.16 per Offer Share or New CDI. The
Subscription Price will be recorded in the invested unrestricted
equity reserve of the Company.
Subscription
Periods
The subscription period for the
Offer Shares (the "Share Subscription Period") will commence on 18
March 2013 and expire at 8:00 p.m. (Finnish time) on 5 April 2013.
Shareholders should note that places of subscription, book-entry
account operators and custodians may require submission of a
subscription assignment on a date before the Share Subscription
Period ends.
The subscription period for the
New CDIs (the "CDI Subscription Period") will commence on 18 March
2013 and expire at 2:00 p.m. (London time) on 3 April 2013.
Participation of the Principal Shareholders in the Offering
and Underwriting
Mr Pekka Perä, representing
approximately 20.7 per cent of the Existing Shares, has irrevocably
committed to subscribe for (i) 31,250,000 Offer Shares
(corresponding to a total subscription price of EUR 5 million) (the
"Mr Perä Subscription Commitment") and (ii) such number of
additional Offer Shares with an aggregate subscription price that
is equal to 76 per cent of any net proceeds received by him from
the sale of (A) any Subscription Rights during the Share
Subscription Period and (B) any Shares at any time prior to the end
of the Share Subscription Period.
Solidium Oy ("Solidium"),
representing approximately 8.9 per cent of the Existing Shares, has
irrevocably committed to subscribe for 145,260,318 Offer Shares on
the basis of the Subscription Rights allocated to it (the "Solidium
Subscription Commitment"). In addition, Solidium has agreed to
subscribe for any Offer Shares not otherwise subscribed and paid
for pursuant to Subscription Rights or in the secondary
subscription up to an aggregate subscription price of EUR 30
million (the "Solidium Subscription Guarantee").
Varma Mutual Pension Insurance
Company, representing approximately 8.7 per cent of the Existing
Shares, has irrevocably committed to subscribe for 142,236,558
Offer Shares on the basis of the Subscription Rights allocated to
it (together with the Mr Perä Subscription Commitment, the Solidium
Subscription Commitment and the Solidium Subscription Guarantee,
the "Shareholder Commitments").
The Offering is being underwritten
(save in respect of those Offer Shares that are subject to
Shareholder Commitments) by J.P. Morgan Securities plc, Nordea Bank
Finland Plc ("Nordea", and together with J.P. Morgan Securities
plc, the "Joint Global Coordinators"), Merrill Lynch International,
BNP PARIBAS and Danske Bank A/S, Helsinki Branch (together with the
Joint Global Coordinators, Merrill Lynch International and BNP
PARIBAS, the "Managers") in accordance with the terms and subject
to the conditions of the underwriting agreement between the Company
and the Managers (the "Underwriting Agreement").
Exercise of
Subscription Rights
The action to be taken by
shareholders who are registered in the Company's shareholders'
register maintained by Euroclear Finland in respect of the Offer
Shares and CDI Shareholders in respect of New CDIs differs. In
addition to these terms and conditions, shareholders who are
registered in the Company's shareholders' register maintained by
Euroclear Finland are referred to the instructions set forth in
"Instructions to Euroclear Finland Registered Shareholders" and CDI
Shareholders are referred to the instructions set forth in
"Instructions to CDI Shareholders".
Any exercise of the Subscription
Rights is irrevocable and may not be cancelled other than as set
forth under "-Cancellation of Subscriptions under Certain
Circumstances" below.
A shareholder who is registered in
the Company's shareholders' register maintained by Euroclear
Finland may participate in the Offering by subscribing for the
Offer Shares by using the Subscription Rights on such shareholder's
book-entry account and by paying the Subscription Price therefor.
Such shareholder can apply to subscribe for Offer Shares in excess
of the number of Offer Shares represented by the Subscription
Rights received. The Board of Directors will allocate any such
additional Offer Shares, if any, in accordance with the process set
forth under "-Subscription and Allotment of Unsubscribed Shares
without Subscription Rights" below.
In order to participate in the
Offering, a shareholder who is registered in the Company's
shareholders' register maintained by Euroclear Finland must give a
subscription assignment in accordance with the instructions
provided by such shareholder's book-entry account operator or
custodian. If the shareholder's own book-entry account operator or
custodian does not provide instructions in relation to the
subscription, the shareholder should contact Nordea or Danske Bank
Oyj ("Danske Bank").
Subscription for Offer Shares can
be effected at Nordea's branch offices and Nordea Private Banking
units during their normal business hours, and Nordea Customer
Service by telephone with bank identifier codes from Monday to
Friday from 8:00 a.m. to 8:00 p.m. (Finnish time) in Finnish at
+358 0200 3000 (local network charge/mobile phone charge apply), in
Swedish at +358 0200 5000 (local network charge/mobile phone charge
apply) or in English from Monday to Friday from 10:00 a.m. to 4:30
p.m. (Finnish time) at +358 0200 70000 (local network charge/mobile
phone charge apply).
A subscription assignment
submitted through Nordea Customer Service requires that the
subscriber has a valid bank identifier code agreement with Nordea.
Corporations cannot give subscription assignments by telephone
through Nordea Customer Service. The Nordea Customer Service calls
are recorded. Subscription cannot be effected through the Nordea
net bank service.
Subscription for Offer Shares can
also be effected at Danske Bank's branch offices and at Danske Bank
Private Banking during their normal business hours and Danske Bank
Investment Line by telephone with bank identifiers from Monday to
Friday from 9:00 a.m. to 6:00 p.m. (Finnish time) at +358 (0)200
2000 (local network charge/mobile phone charge apply).
A subscription assignment
submitted through Danske Bank Investment Line requires that the
subscriber has a valid bank identifier code agreement with Danske
Bank. The Danske Bank Investment Line calls are recorded.
Subscription assignments may also
be submitted to the book-entry account operators and custodians who
have entered into an authorised representative agreement with
Nordea for the receipt of subscriptions. The book-entry account
customers of Euroclear Finland must submit their subscription
assignment at a branch office of Nordea or Danske Bank. Holders of
Subscription Rights purchased from the Helsinki Stock Exchange must
submit their subscription assignments in accordance with the
instructions given by their own book-entry account operator or
custodian.
Shareholders who are registered in
the Company's shareholders' register maintained by Euroclear
Finland participating in the Offering whose Existing Shares or
Subscription Rights are held through a nominee must submit their
subscription assignments in accordance with the instructions given
by their nominee.
Subscription assignments must be
submitted separately for each book-entry account.
The Subscription Price of the
Offer Shares subscribed for in the Offering must be paid in full at
the time of submission of the subscription assignment in accordance
with the instructions given by the place of subscription, the
book-entry account operator or the custodian.
Incomplete or erroneous
subscription assignments may be rejected. A subscription assignment
may be rejected if the subscription payment is not made according
to these terms and conditions or if such payment is incomplete. In
these situations, the subscription payment will be refunded to the
subscriber. No interest will be paid on the refunded amount.
A subscription will be deemed
effected only after the arrival of the subscription form at the
subscription place or relevant book-entry account operator or
custodian and of the payment of the Subscription Price in full.
Any unexercised Subscription
Rights will expire without any compensation at the end of the Share
Subscription Period at 8:00 p.m. (Finnish time) on 5 April
2013.
Subscription
and Allotment of Unsubscribed Offer Shares without Subscription
Rights
The Board of Directors will decide
to offer the Offer Shares that have not been subscribed for
pursuant to the Subscription Rights, if any, in a secondary
offering to shareholders and/or to other investors who have
submitted a subscription assignment to subscribe for the Offer
Shares without Subscription Rights and/or, if the Offer Shares are
not fully subscribed for thereafter, to Solidium in respect of the
Solidium Subscription Guarantee of up to EUR 30 million and, if the
Offer Shares are not fully subscribed for thereafter, to
subscribers procured by the Managers, and/or, if the Offer Shares
are still not fully subscribed for, to the Managers, in each case,
subject to the terms and conditions of the Underwriting
Agreement.
Subscription for the Offer Shares
without Subscription Rights must be effected by a shareholder
and/or other investor by submitting a subscription assignment and
simultaneously paying the Subscription Price in accordance with the
instructions provided by his/her book-entry account operator,
custodian, or in case of nominee-registered holders, in accordance
with instructions provided by the nominee. A subscription
assignment can also be submitted at the places of subscription set
forth above. If a shareholder and/or other investor does not
receive instructions from his/her book-entry account operator,
custodian or nominee or if a subscription assignment cannot be
returned to his/her book-entry account operator, custodian or
nominee, the subscription assignment can be made at any of Nordea's
or Danske Bank's branch offices. If several subscription
assignments are submitted in relation to a single book-entry
account, the assignments will be combined into one assignment per
book-entry account. The subscription assignment and payment must be
received by the shareholder's and/or investor's book-entry account
operator, custodian or nominee or, if the subscription assignment
has been submitted to Nordea or Danske Bank, by Nordea or Danske
Bank on 5 April 2013 at the latest or on an earlier date in
accordance with instructions by the book-entry account operator,
custodian or nominee. CDI Shareholders must make the subscription
and related payment on 3 April 2013 at the latest or on an earlier
date in accordance with instructions they receive.
In the event that not all of the
Offer Shares have been subscribed for pursuant to the exercise of
the Subscription Rights, the Board of Directors will determine the
allocation of Offer Shares subscribed for without Subscription
Rights as follows:
-
first, to those that subscribed
for Offer Shares pursuant to Subscription Rights. If the Offering
is oversubscribed by such subscribers, the allocation among such
subscribers will be determined per book-entry account in proportion
to the number of Subscription Rights exercised by subscribers for
the subscription of Offer Shares and, where this is not possible,
by drawing of lots;
-
second, to those that have
subscribed for Offer Shares without Subscription Rights only and,
if the Offering is oversubscribed by such subscribers, the
allocation among such subscribers will be determined per book-entry
account in proportion to the number of Offer Shares for which such
subscribers have subscribed and, where this is not possible, by
drawing of lots;
-
third, to Solidium in respect of
the Solidium Subscription Guarantee of up to EUR 30 million in such
a manner that any subscriptions of the Offer Shares made by
Solidium before the end of the Share Subscription Period on 5 April
2013 that exceed the amount of the Subscription Rights allocated to
it reduce the maximum amount of the above-mentioned Solidium
Subscription Guarantee; and
-
fourth, to subscribers procured
by the Managers or, failing which, to the Managers in accordance
with, and subject to, the terms and conditions of the Underwriting
Agreement. The subscription period with respect to Solidium (in
respect of the Solidium Subscription Guarantee of up to EUR 30
million), the Managers and subscribers procured by the Managers
expires on 12 April 2013.
The Company will confirm the
approval or rejection of subscriptions for Offer Shares without
Subscription Rights to all investors that have given such
subscription assignments for the subscription for Offer Shares
without Subscription Rights.
If the allocation of Offer Shares
subscribed for without Subscription Rights does not correspond to
the amount of Offer Shares indicated in the subscription
assignment, the Subscription Price paid for non-allocated Offer
Shares will be refunded to the subscriber on or about 16 April
2013. No interest will be paid on the refunded amount.
Cancellation
of Subscriptions under Certain Circumstances
In the event that the prospectus
to be prepared by the Company in connection with the Offering (the
"Prospectus") is supplemented or amended due to an error, omission
or material new information which could be of material importance
to investors, investors who have subscribed for the Offer Shares or
New CDIs are entitled to cancel their subscriptions in accordance
with the Finnish Securities Markets Act (746/2012) within a minimum
of two business days from the publication of the supplement. A
cancellation of a subscription may only be made in respect of all
of the Offer Shares the shareholder has subscribed for. The
cancellation right may only be used if the investor has committed
to subscribe or subscribed for the Offer Shares prior to the
publication of the supplement or amendment to the Prospectus and
provided that the error, omission or material new information that
has resulted in the supplement or amendment has come in light prior
to delivery of the security to the investor and, for the Offer
Shares subscribed for pursuant to the Subscription Rights, the time
when trading with the interim shares representing the Offer Shares
(the "Interim Shares") begins. The procedure regarding the
cancellation of the subscriptions will be announced together with
any such supplement to the Prospectus in Finland through a stock
exchange release and in the United Kingdom via a regulatory
information service.
If a shareholder who is registered
in the Company's shareholders' register maintained by Euroclear
Finland or an investor that has subscribed for Offer Shares without
Subscription Rights cancels his or her subscriptions, the
institution to which subscription instructions were submitted will
refund the Subscription Price paid to the bank account notified by
the investor in connection with the subscription. Subsequently, the
Subscription Rights will be re-entered into the investor's
book-entry account within approximately three business days after
the cancellation notification has been submitted.
In the case of CDI Shareholders,
the Subscription Rights will be re-credited to the CDI
Shareholder's CREST account in the form of CDIs approximately three
business days after the cancellation notification has been
submitted. The funds will be refunded without interest.
If a shareholder has sold or
otherwise transferred its Subscription Rights, such sale or
transfer cannot be cancelled.
Trading of
the Subscription Rights
Holders of Subscription Rights may
sell their Subscription Rights on the market at any time during the
trading of the Subscription Rights. Trading of the Subscription
Rights on the Helsinki Stock Exchange and the London Stock Exchange
will commence on 18 March 2013 and expire on 27 March 2013. The
price of the Subscription Rights on the Helsinki Stock Exchange and
the London Stock Exchange will be determined in market trading.
Subscription Rights can be sold or purchased on the Helsinki Stock
Exchange by giving a sell or purchase assignment to one's own
book-entry account operator or to any securities broker.
Subscription Rights can be sold or purchased on the London Stock
Exchange through a securities broker or otherwise in accordance
with standard market arrangements.
The ISIN code of the Subscription
Rights is FI4000060959, the trading symbol on the Helsinki Stock
Exchange is TLV1VU0113 and the trading symbol on the London Stock
Exchange is TALS.
Approval of
the Subscriptions
The Board of Directors will
approve all subscriptions pursuant to the Subscription Rights made
in accordance with these terms and conditions of the Offering and
applicable laws and regulations on or about 12 April 2013 and will,
in accordance with the allocation principles set out under
"-Subscription for Offer Shares without Subscription Rights and
Allotment" above, approve subscriptions without Subscription Rights
made in accordance with these terms and conditions of the Offering
and applicable laws and regulations. No confirmation letters of
acceptance of subscriptions made pursuant to the Subscription
Rights will be sent.
The Company will publish the final
results of the Offering in a stock exchange release on or about 12
April 2013.
Registration
and Trading of the Offer Shares
The Offer Shares subscribed for in
the Offering will be issued in book-entry form in the book-entry
securities system maintained by Euroclear Finland. The Offer Shares
subscribed for pursuant to the exercise of the Subscription Rights
will be recorded on the subscriber's book-entry account as Interim
Shares representing the Offer Shares after the subscription has
been effected. Following completion of the Share Subscription
Period (after 5 April 2013), CDI Shareholders who have exercised
their Subscription Rights will receive CDIs representing Interim
Shares to be credited to the relevant CREST account.
The ISIN code of the Interim
Shares and the CDIs representing Interim Shares will be
FI4000060967, the trading symbol on the Helsinki Stock Exchange
will be TLV1VN0113 and the trading symbol on the London Stock
Exchange will be TALI. The Interim Shares and the CDIs representing
Interim Shares will be freely transferable and trading with the
Interim Shares on the Helsinki Stock Exchange, as a separate class
of securities, will commence on or about 8 April 2013 (the first
day on which dealings in securities can take place on both the
Helsinki Stock Exchange and the London Stock Exchange (a "Dealing
Day") following the expiration of the Share Subscription Period).
The Interim Shares will be combined with the Existing Shares (with
ISIN code FI0009014716 and trading symbol TLV1V) when the Offer
Shares have been registered with the Trade Register. Such
combination is expected to occur on or about 15 April 2013. The
trading of the Offer Shares on the Helsinki Stock Exchange is
expected to commence on or about 16 April 2013.
The Offer Shares subscribed for
without Subscription Rights will be recorded as Shares on the
subscriber's book-entry account on or about 15 April 2013.
Subscribers who subscribe for
Offer Shares in the form of New CDIs are expected to have the New
CDIs credited to their CREST accounts on or about 16 April
2013.
The Offer Shares and the New CDIs
are freely transferable.
Shareholder
Rights
The Offer Shares will carry the
right to receive dividends and other distributions of funds, if
any, and other shareholder rights in the Company with effect from
the registration of the Offer Shares with the Trade Register, which
will occur on or about 15 April 2013.
The Offer Shares will rank pari
passu with all Existing Shares. Each Offer Share entitles the
holder to one vote at General Meetings.
Payments and
Expenses
No transfer tax or service fee is
payable on the subscription of the Offer Shares or Interim Shares.
Book-entry account operators, custodians and securities brokers who
exercise assignments regarding the Subscription Rights may charge a
brokerage fee for these assignments in accordance with their own
price lists. Book-entry account operators and custodians also
charge a fee for the maintenance of the book-entry account and the
deposit of shares in accordance with their price list.
Information
The documents referred to in
Chapter 5, Section 22 of the Finnish Companies Act (624/2006, as
amended) are available for review at the Company's website at
www.talvivaara.com/investors/governance.
Applicable
Law and Dispute Resolution
The Offering will be governed by
the laws of Finland. Any disputes arising in connection with the
Offering will be settled by the court of competent jurisdiction in
Finland. By accepting rights under the Offering in accordance with
the instructions set out in the Prospectus, shareholders
irrevocably submit to the jurisdiction of the courts of Finland and
waive any objection to proceedings in any such court on the ground
of venue or on the ground that proceedings have been brought in an
inconvenient forum.
Other
Issues
The Board of Directors will
resolve any other issues and practical matters relating to the
issue of the Offer Shares and the Offering.
INSTRUCTIONS
TO EUROCLEAR FINLAND REGISTERED SHAREHOLDERS
Right to
Subscribe for the Offer Shares in the Offering
The Record date of the Offering is
13 March 2013. The Company will grant Subscription Rights to all
shareholders whose Existing Shares were acquired on 8 March 2013 at
the latest.
If an Existing Share entitling the
holder thereof to a Subscription Right is pledged or subject to any
other restrictions, the Subscription Right may not necessarily be
exercised without the consent of the pledgee or the holder of any
other right.
Transferability of Subscription Rights
The Subscription Rights are
granted in the form of electronic book-entries, they are freely
transferable and are expected to be traded on the Helsinki Stock
Exchange from 18 March 2013 to 27 March 2013. The price of the
Subscription Rights will be determined on the basis of the
prevailing market situation. A holder of Subscription Rights can
sell the Subscription Rights by giving a sales assignment to its
own account operator or to any securities broker. The trading
symbol of the Subscription Rights is TLV1VU0113.
Time Limits
Set for Investors
Holders of Subscription Rights
should pay particular attention to giving the applicable time limit
for giving instructions concerning the Offering to the depository
or a book-entry account operator.
Certain book-entry account
operators may seek to sell unexercised Subscription Rights on
behalf of their customers on the Helsinki Stock Exchange pursuant
to their asset management agreements. Thus, they may instruct their
customers to give their subscription instructions on a date earlier
than the expiration of trading of the Subscription Rights. Holders
of Subscription Rights should pay particular attention to time
limits when purchasing the Subscription Rights in the secondary
market close to the expiration of the Share Subscription Period. In
accordance with the normal clearing rules of Helsinki Stock
Exchange, the Subscription Rights are entered into the holder's
book-entry account three business days after the date of purchase
and the holder can only exercise the Subscription Rights to
subscribe for the Offer Shares after such purchase has been entered
into the book-entry account of the holder. All Subscription Rights
that are not used by the expiration of the Share Subscription
Period will expire without compensation.
Publication
and the Results of the Offering and Confirmation of the
Subscriptions
The Company will publish the final
results of the Offering in a stock exchange release on or about 12
April 2013.
The Company will not send any
confirmation letters or letters of acceptance confirming any
subscriptions made pursuant to the Subscription Rights.
Trading of
Offer Shares
Prior to issuing the Offer Shares,
the Company will distribute Interim Shares to each subscriber, and
such Interim Shares will be entered into each subscriber's
book-entry account and represent the Offer Shares subscribed for in
the Offering. The Interim Shares will be tradable on the Helsinki
Stock Exchange with the trading symbol TLV1VN0113 as of 8 April
2013, the first stock exchange trading day after the expiration of
the Share Subscription Period.
On or about 15 April 2013, the
Interim Shares will be combined in the book-entry system with the
Existing Shares immediately after the Offer Shares have been
registered with the Trade Register. The Offer Shares will become
subject to trading together with the Existing Shares on or about 16
April 2013. The Offer Shares are freely transferable.
Commissions
No separate costs or commissions
are payable to the Company by an investor for subscribing for Offer
Shares. Account operators and brokers will, however, charge a fee
for the trading of the Subscription Rights, as well as commissions
for the maintenance of the book-entry account and any transactions
pursuant to their price lists.
Shareholders
Resident in Certain Jurisdictions
The Offering consists of a public
offering in Finland and the United Kingdom only. Shareholders who
are resident in, or who are citizens of, or who have a registered
address in countries other than Finland or the United Kingdom may
be affected by the laws of the relevant jurisdiction. Those persons
should consult their professional advisers as to whether they
require any governmental or other consent or need to observe any
other formalities to enable them to exercise their Subscription
Rights. For further information, see "Selling and Transfer
Restrictions" in the Prospectus.
Additional
Information
For further information on the
rights relating to the Shares, see "Description of the Shares and
Share Capital-Shareholder Rights" in the Prospectus.
INSTRUCTIONS
TO CDI SHAREHOLDERS
Right to
Subscribe for the Offer Shares in the Offering
CDI Shareholders who are
registered in the Company's CDI register maintained by CREST on the
Record Date will receive one (1) Subscription Right for each
Existing CDI held on the Record Date. Six Security Services holds
certain Existing Shares on behalf of the CREST Depository and,
accordingly, will receive Subscription Rights. Six Security
Services will pass on the Subscription Rights in the form of
representative instruments to the CREST Depository which will in
turn issue Subscription Rights in the form of CDIs to CDI
Shareholders in accordance with the terms of the deed poll.
If an Existing CDI entitling the
holder thereof to a Subscription Right is pledged or subject to any
other restrictions, the Subscription Right may not necessarily be
exercised without the consent of the pledgee or the holder of any
other right.
Procedure
for Acceptance and Payment
CDI Shareholders who wish to
exercise all or part of their entitlements in respect of, or
otherwise to transfer all or part of, their Subscription Rights
held by them in CREST should refer to the CREST Manual as published
by Euroclear UK and Ireland Limited ("Euroclear UK") from time to
time (the "CREST Manual") for further information on the CREST
procedures referred to below. CDI Shareholders who are CREST
sponsored members should consult their CREST sponsor if they wish
to exercise their entitlement as only the CREST sponsor will be
able to take the necessary action to exercise such holder's
entitlement or otherwise to deal with such holder's Subscription
Rights.
Euroclear UK will separately
contact CDI Shareholders with respect to arrangements to subscribe
for New CDIs in excess of the number of New CDIs represented by
their Subscription Rights. Any such subscription will require a
cash only USE Instruction.
The Subscription Rights constitute
a separate security for the purposes of CREST and can accordingly
be transferred, in whole or in part, by means of CREST in the same
manner as any other security that is admitted to CREST.
If you have any questions on the
procedure for acceptance and payment in respect of Subscription
Rights held in the form of CDIs in CREST, you should contact
Euroclear UK on 0845 9645 648 (if calling from the UK) or +44 20
7849 0199 (if calling from outside the UK) during normal office
hours. Please note that the CREST Depository cannot provide
financial advice on the merits of the Offering or as to whether you
should exercise your Subscription Rights.
Any unexercised Subscription
Rights will expire without any compensation at the end of the CDI
Subscription Period at 2:00 p.m. (London time) on 3 April 2013.
USE
Instructions
CDI Shareholders who wish to
exercise all or part of their entitlement in respect of
Subscription Rights in CREST must send (or, if they are CREST
sponsored members, procure that their CREST sponsor sends) a USE
Instruction (and not, for the avoidance of confusion, an MTM
instruction with which they may be more familiar) to Euroclear UK
which, on its settlement, will have the following effect:
-
the crediting of stock to the
account of the CREST Depository under the participant ID and member
account ID with the number of Subscription Rights to be taken up;
and
-
the creation of a settlement
bank payment obligation (as defined in the CREST Manual), in
accordance with the RTGS payment mechanism (as defined in the CREST
Manual), in favour of the RTGS settlement bank of the CREST
Depository in respect of the full amount payable on the exercise of
the Subscription Rights referred to above.
If for any reason it is
impracticable to credit the CREST accounts of CDI Shareholders or
to enable the Subscription Rights, letters of entitlement shall,
unless the Company (in consultation with the Joint Global
Coordinators) agrees otherwise, be sent by the CREST Depository in
substitution for the Subscription Rights that have not been so
credited or enabled and the expected timetable as set out in this
prospectus may, with the consent of the Joint Global Coordinators,
be adjusted as appropriate. References to dates and times in this
prospectus should be read as subject to any such adjustment. The
Company, in consultation with the Joint Global Coordinators, will
make an appropriate stock exchange announcement giving details of
the revised dates, but CDI Shareholders may not receive any further
written communication.
Contents of
USE Instructions
The USE Instruction must be
properly authenticated in accordance with Euroclear UK's
specifications and must contain, in addition to the other
information that is required for settlement in CREST, the following
details:
-
the number of Subscription
Rights in the correct multiples to which the acceptance
relates;
-
the participant ID of the
accepting CDI Shareholder;
-
the member account ID of the
accepting CDI Shareholder from which the Subscription Rights are to
be debited;
-
the participant ID of the CREST
Depository, which is RECCH;
-
the member account ID of the
CREST Depository, which is TALCPP01;
-
the amount payable by means of
the CREST assured payment arrangements on settlement of the USE
Instruction. This must be the full amount payable on exercise of
the number of Subscription Rights to which the acceptance
relates;
-
the intended settlement date
(which must be on or before 2:00 p.m. (London time) on 3 April
2013);
-
the ISIN code of the
Subscription Rights, which is FI4000060959;
-
the Corporate Action Number for
the Offering. This will be available by viewing the relevant
corporate action details in CREST;
-
a contact name and telephone
number (in the free format shared note field); and
-
a priority of at least 80.
Valid
Acceptance
A USE Instruction complying with
each of the requirements as to authentication and contents set out
in this paragraph will constitute a valid acceptance where
either:
(a) the
USE Instruction settles by not later than 2:00 p.m. (London time)
on 3 April 2013; or
(b) at
the discretion of the Company (in consultation with the Managers
and as exercised by the CREST Depository):
(i)
the USE Instruction is received by Euroclear UK by not later than
2:00 p.m. (London time) on 3 April 2013;
(ii)
the number of Subscription Rights inserted in the USE Instruction
is credited to the CREST Depository account of the accepting CDI
Shareholder specified in the USE Instruction at 2:00 p.m. (London
time) on 3 April 2013; and
(iii) the
relevant USE Instruction settles by 2:00 p.m. (London time) on 3
April 2013 (or such later date as the Company, in consultation with
the Managers, has determined).
A USE Instruction will be treated
as having been received by Euroclear UK for these purposes at the
time at which the instruction is processed by the Network
Provider's Communications Host (as defined in the CREST Manual) at
Euroclear UK of the network provider used by the CDI Shareholder
(or by his CREST sponsor as the case may be). This will be
conclusively determined by the input time stamp applied to the USE
Instruction by the Network Provider's Communications Host.
The CREST Depository will pass
reconciled USE Instructions to the Central Securities Depository on
an on-going basis on and up to 2:00 p.m. (London time) on 3 April
2013.
CREST
Procedures and Timings
CDI Shareholders should note that
Euroclear UK does not make available special procedures in CREST
for any particular corporate action. Normal system timings and
limitations will therefore apply in relation to the input of a USE
Instruction and its settlement in connection with the Offering. It
is the responsibility of the CDI Shareholder concerned to take (or,
if the CDI Shareholder is a CREST sponsored member, to procure that
his CREST sponsor takes) the action necessary to ensure that a
valid acceptance is received as stated above by 2:00 p.m. (London
time) on 3 April 2013.
CDI Shareholders (and where
applicable CREST sponsors) are referred in particular to those
sections of the CREST Manual concerning practical limitations of
the CREST system and timings.
CDI
Shareholder's Undertaking to Pay
A CDI Shareholder who makes a
valid acceptance in accordance with the procedures set out under
"-Procedure for Acceptance and Payment" above:
(a)
undertakes to pay to the CREST Depository, or procure the payment
to the CREST Depository of, the amount payable in euro on
acceptance in accordance with the above procedures or in such other
manner as the Company may require (it being acknowledged that,
where payment is made by means of the RTGS payment mechanism (as
defined in the CREST Manual) the creation of an RTGS settlement
bank payment obligation in euro in favour of the CREST Depository's
RTGS settlement bank (as defined in the CREST Manual), in
accordance with the RTGS payment mechanism shall, to the extent of
the obligation so created, discharge in full the obligation of the
CREST member (or CREST sponsored member) to pay to the CREST
Depository the amount payable on acceptance); and
(b)
requests that the New CDIs to which they will become entitled be
issued to them on the terms set out in the CREST International
Service manual.
Money
Laundering Regulations
If you hold your Subscription
Rights in CREST and apply to exercise all or part of your
entitlement as agent for one or more persons and you are not a
United Kingdom- or EU-regulated person or institution (e.g., a UK financial institution), then, irrespective
of the value of the application, the CREST Depository is required
to take reasonable measures to establish the identity of the person
or persons on whose behalf you are making the application. You
must, therefore, contact the CREST Depository before sending any
USE Instruction or other instruction so that appropriate measures
may be taken.
Submission of a USE Instruction
that constitutes, or that may on its settlement constitute, a valid
acceptance as described above constitutes a warranty and
undertaking by the applicant to provide promptly to the CREST
Depository any information the CREST Depository may specify as
being required for the purposes of the Money Laundering Regulations
or UK Financial Services Markets Act 2000. Pending the provision of
evidence satisfactory to the CREST Depository as to identity, the
CREST Depository, having consulted with the Company and the Joint
Global Coordinators, may take, or omit to take, such action as it
may determine to prevent or delay settlement of the USE
Instruction. If satisfactory evidence of identity has not been
provided within a reasonable time, then the CREST Depository will
not permit the USE Instruction concerned to proceed to settlement
but without prejudice to the right of the Company and/or the Joint
Global Coordinators to take proceedings to recover any loss
suffered by it/them as a result of failure by the applicant to
provide satisfactory evidence.
Transferability of Subscription Rights
The Subscription Rights will be
granted in the form of CDIs and will be admitted to trading on the
main market for listed securities of the London Stock Exchange from
18 March 2013 to 27 March 2013. The price of the Subscription
Rights will be determined on the basis of the prevailing market
situation. A holder of Subscription Rights in the form of CDIs may
sell such Subscription Rights by 27 March 2013.
Time Limits
Set for Investors
Holders of Subscription Rights
should pay particular attention to giving the applicable time limit
for giving instructions concerning the Offering to the depository
or a book-entry account operator.
Publication
and the Results of the Offering and Confirmation of the
Subscriptions
The Company will publish the final
results of the Offering in a stock exchange release on or about 12
April 2013.
The Company will not send any
confirmation letters or letters of acceptance confirming any
subscriptions made pursuant to the Subscription Rights.
Trading of
Offer Shares
Following completion of the Share
Subscription Period (after 5 April 2013), CDI Shareholders who have
exercised their Subscription Rights will receive CDIs representing
Interim Shares to be credited to the relevant CREST account. The
ISIN code of the Interim Shares and the CDIs representing Interim
Shares will be FI4000060967, the trading symbol on the Helsinki
Stock Exchange will be TLV1VN0113 and the trading symbol on the
London Stock Exchange will be TALI. The Interim Shares and the New
CDIs representing Interim Shares are freely transferable and
trading with the Interim Shares on the Helsinki Stock Exchange, as
a separate class of securities, will commence on the first Dealing
Day following the expiration of the Share Subscription Period on or
about 8 April 2013.
On or about 16 April 2013,
subscribers who exercise Offer Shares in the form of New CDIs are
expected to have New CDIs credited to their CREST accounts, after
the Offer Shares have been registered with the Finnish Trade
Register. The New CDIs will become subject to trading together with
the Existing CDIs on or about 16 April 2013. The New CDIs are
freely transferable.
Commissions
No separate costs or commissions
are payable to the Company by an investor for subscribing for Offer
Shares. Account operators and brokers will, however, charge a fee
for the trading of the Subscription Rights, as well as commissions
for the maintenance of the book-entry account and any transactions
pursuant to their price lists.
Shareholders
Resident in Certain Jurisdictions
The Offering consists of a public
offering in Finland and the United Kingdom only. Shareholders who
are resident in, or who are citizens of, or who have a registered
address in countries other than Finland or the United Kingdom may
be affected by the laws of the relevant jurisdiction. Those persons
should consult their professional advisers as to whether they
require any governmental or other consent or need to observe any
other formalities to enable them to exercise their Subscription
Rights. For further information, see "Selling and Transfer
Restrictions" in the Prospectus.
Additional
Information
For further information on the
rights relating to the Shares, see "Description of the Shares and
Share Capital-Shareholder Rights" in the Prospectus.
Terms & Conditions of Offering
to raise approximately MEUR 261 8.3.12
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
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