TALVIVAARA AGM NOTICE; PROPOSALS INCLUDE, AMONG OTHERS, DELISTING OF SHARES FROM THE LSE
May 14 2014 - 1:54AM
Stock
Exchange Release
Talvivaara
Mining Company Plc.
14 May
2014
TALVIVAARA MINING COMPANY
PLC: NOTICE OF ANNUAL GENERAL MEETING; THE PROPOSALS INCLUDE, AMONG
OTHERS, DELISTING OF SHARES FROM THE LONDON STOCK
EXCHANGE
The board of directors of
Talvivaara Mining Company Plc (the "Company") has decided to
convene an annual general meeting of shareholders of the Company
(the "AGM") to be held on 12 June 2014 at 11:00 a.m. (Finnish time)
in Sotkamo at Hotel Holiday Club Katinkulta, at Katinkullantie 15,
FI-88610 Vuokatti, Finland. The reception of persons who have
registered for the meeting and the distribution of voting tickets
will commence at 10:00 a.m. (Finnish time).
In order to reduce certain costs
associated with potential material capital market transactions and
other transactions in a distressed financial situation and due to
the fact that a very large majority of shareholders of the Company
trade their shares on the official list of the Helsinki Stock
Exchange, a resolution, with a 75 per cent majority, to authorise
the board of directors to cancel the listing of shares on the
Official List and remove such shares from trading on the Main
Market of the London Stock Exchange will be proposed by the board
of directors at the AGM. Conditional on the proposed resolution
being approved at the AGM, the Company will apply to cancel the
listing of shares on the Official List and remove such shares from
trading on the Main Market of the London Stock Exchange. It is
anticipated that cancellation of listing of the shares on the
Official List will take effect at 10:00 a.m. (Finnish time) on or
about 14 July 2014 being not less than 20 business days following
the passing of the delisting resolution. Following the
above-mentioned effective date of the cancellation of the listing
of the shares on the Official List, the shares of the Company can
only be traded on the Helsinki Stock Exchange.
In addition to the above-mentioned
proposal regarding delisting, the proposals to be made at the AGM
include the following:
In order for the Company to be
able to continue its corporate reorganisation process in accordance
with the Finnish Companies Act, a resolution of the continuation of
the corporate reorganisation application of the Company will be
proposed by the board of directors at the AGM. As stated in a
circular to shareholders which the Company will shortly publish,
the positive turn in the nickel market since the early part of
2014, together with the loan and streaming holiday agreement that
was entered into with Nyrstar in early April 2014, has improved
Talvivaara's situation and in the short term enables the
continuation of the Company's and Talvivaara Sotkamo Ltd's
corporate reorganisation. These developments also facilitate a
faster re-commencement of the ore production and enable Talvivaara
to continue to explore the options of identifying potential
investor(s) to participate in a long-term, overall financial
solution for Talvivaara.
In order to amend the Articles of
Association to a form customary for Finnish companies whose shares
are listed on the Helsinki Stock Exchange, a resolution, with a 75
per cent majority, to amend the Articles of Association will be
proposed by the board of directors at the AGM.
Furthermore, a resolution on the
proposed share issue of 190,615,000 new shares to the Company
without consideration, a resolution to authorise the board of
directors to decide on the conveyance of up to 190,615,000 treasury
shares and a resolution to authorise the board of directors to
decide on the repurchase of up to 190,615,000 treasury shares will
be proposed by the board of directors at the AGM.
The AGM also decides on the
matters that must be considered at the AGM pursuant to the Finnish
Companies Act and the Articles of Association, including:
-
the adoption of the financial statements of the
Company;
-
the resolution on measures to be taken owing to
the result of the financial period and the payment of
dividend;
-
the resolution on the discharge of the member of
the board of directors and the CEO from liability; and
-
the election and remuneration of the members of
the board of directors and the auditor of the Company.
The notice of AGM in full has been
published as a separate stock exchange release. The Company will
shortly publish a circular to shareholders in respect of the
AGM.
Enquiries:
Talvivaara Mining Company Plc tel.
+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.
AGM Notice - proposals include
delisting from LSE
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via
Globenewswire
HUG#1785243
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