Tulikivi Oyj - Company Announcement

Tulikivi is preparing a directed share issue to the Public

TULIKIVI CORPORATION           STOCK EXCHANGE  RELEASE

                               17 September 2013,  at 4.25 p.m.



TULIKIVI IS PREPARING A DIRECTED SHARE ISSUE TO THE PUBLIC



Not for publication or distribution, directly or indirectly, in or into the
United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan
or any other jurisdiction in which the distribution or release would be
unlawful. 



Tulikivi Corporation ("Tulikivi" or "Company") is preparing a directed share
issue in a maximum amount of approximately EUR 7.5 million where new class A
shares in the Company (the "Shares") would be offered, in deviation from the
shareholders' pre-emptive right to subscription, to the public in Finland (the"Share Issue"). The Share Issue requires, among other things, the approval of
an extraordinary shareholders' meeting. 



A number of Finnish institutional investors as well as certain other investors
have undertaken to subscribe for Shares in the Share Issue in a maximum amount
of approximately EUR 6.1 million. Subscription undertakings have been given by
Mutual Insurance Company Pension Fennia, Mutual Pension Insurance Company
Varma, Taaleritehdas Finland Value fund, Mutual Pension Insurance Company
Ilmarinen, Finnish Cultural Foundation, Fennia Mutual Insurance Company, the
non-UCITS fund Phoebus as well as a number of other investors, including
members of the Company's Board of Directors and management. Part of the
subscription commitments contains customary conditions. The subscription
commitment given by Fennia Mutual Insurance Company is conditional upon
approval by its Board of Directors. 



The Company intends to use the net proceeds of the Share Issue to strengthen
its balance sheet. 



The Board of Directors of Company will determine the terms and conditions of
the Share Issue, including the number of offered Shares, the subscription price
of the Shares and the subscription period, after the extraordinary
shareholders' meeting has authorized the Board of Directors to decide on the
Share Issue. The planned Share Issue is intended to be completed by the end of
October taking into account prevailing market conditions. The Company will
prior to the subscription period publish a prospectus, as set out in the
Finnish Securities Market Act. Pohjola Corporate Finance Ltd acts as lead
manager of the Share Issue. 



The invitation to the extraordinary general meeting has been published today as
a separate stock exchange release. The proposal for an authorisation to issue
new class A shares of the Company and other information concerning to
extraordinary shareholders' meeting are available on the Company's web pages
www.tulikivi.com/investors/general. 

In Helsinki, on 17 September 2013

TULIKIVI CORPORATION

The Board of Directors

Additional information: Tulikivi Corporation, 83900 Juuka,  www.tulikivi.com

  -- Heikki Vauhkonen, Managing Director,  tel. +358 (0) 207 636 555
  -- Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937

Distribution

NASDAQ OMX Helsinki

Key media

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, Singapore or Japan or any other jurisdiction in which the
distribution or release would be unlawful. 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. The Company does not intend
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 and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Pohjola Corporate Finance Oy assume 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
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published by the Company. 



The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland 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 legal entity which is a qualified investor as defined in article
2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified
investors who are: (i) investment professionals falling within article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) order 2005
(the "Order"), or (ii) persons falling within article 49(2) ("high net worth
companies, unincorporated associations, etc") 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 document or any of its contents. 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.