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2010-05-26 08:45:00 CEST 2010-05-26 08:45:00 CEST REGULATED INFORMATION Suominen Yhtymä - Company AnnouncementSUOMINEN PREPARES FOR APPROXIMATELY EUR 10 MILLION RIGHTS OFFERINGSUOMINEN CORPORATION STOCK EXCHANGE RELEASE 26 MAY 2010 AT 9.45 A.M. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA. SUOMINEN PREPARES FOR APPROXIMATELY EUR 10 MILLION RIGHTS OFFERING The Board of Directors of Suominen Corporation is preparing for a share offering of approximately EUR 10 million with a pre-emptive right to subscribe for the shares for existing shareholders. The proceeds from the rights offering is expected to be used for strengthening the Company's balance sheet which would create better conditions for structural changes and development of the business operations. The Board of Directors has proposed Extraordinary General Meeting to authorise the Board of Directors to decide on the issuance of a maximum of 30,000,000 new shares in one or more share issues against payment on 1 June 2010. The rights offering is, inter alia, subject to shareholders' approval at an Extraordinary General Meeting. Pohjola Corporate Finance Ltd would be acting as a Lead Manager for the planned rights offering. Certain largest shareholders of Suominen have given irrevocable commitments to subscribe for their pro rata entitlement of new shares offered for subscription in the rights offering. The largest shareholders of the Company, Oy Etra Invest Ab, has given a commitment to subscribe for a number of new shares corresponding to at least half of its pro rata share in the offering. This represents approximately 9.5% of all the offered new shares in the rights offering. The above-mentioned commitments would be covering in aggregate 55.1% of the new shares offered in the rights offering. The exact terms and conditions of the rights offering, such as the amount of the shares and the offer price, is expected to be determined by the Board of Directors after the Extraordinary General Meeting has authorised the Board of Directors to take the resolution on the share issue. The planned rights offering is expected to be carried out by the end of June 2010, taking into consideration the prevailing market conditions. Helsinki, 26 May 2010 SUOMINEN CORPORATION Board of Directors For additional information please contact: Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300 Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300 DISCLAIMER: The information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan. The information contained herein does 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 United States 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 any securities in the United States. 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. This communication does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and (iii) high net worth entities falling within Article 49(2) of the FP Order, and other persons to whom it may lawfully be communicated, (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. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at locations receiving subscriptions for shares. Pohjola Corporate Finance is acting exclusively for Suominen Corporation and no one else in connection with the share issue. It will not regard any other person (whether or not a recipient of this document) as a client in relation to the share issue and will not be responsible to anyone other than Suominen Corporation for providing the protections afforded to its clients, nor for giving advice in relation to the share issue or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Pohjola Corporate Finance as to the accuracy, completeness or verification of the information set forth in this release, and nothing contained in this release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Pohjola Corporate Finance assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaims, to the fullest extent permitted by applicable law, any and all liability which it may otherwise be found to have in respect of this release. |
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