Tiimari Oyj Abp - Company Announcement

Tiimari Plc: Final results of the Company's rights issue and directed share issue

Tiimari Plc   Stock exchange release 27 September 2011 at 12.52


Tiimari Plc: Final results of the Company's rights issue and directed share
issue 

NOT TO BE PUBLISHED OR DISTRIBUTED PARTIALLY OR IN ITS ENTIRETY IN THE UNITED
STATES OF AMERICA, GREAT BRITAIN, HONG KONG, AUSTRALIA, JAPAN, SINGAPORE, OR
CANADA. 

The subscription period of Tiimari Plc's (”Tiimari” or the ”Company”) rights
issue (“Rights Issue”) expired on 21 September 2011. The subscription period of
the Company's directed share issue (“Directed Issue”, the Rights Issue and
Directed Issue together the “Share Issues”) expired on 21 September 2011 for
the holders of the convertible capital loans, and on 27 September 2011 for the
Company's other creditors. The subscription price in the Share Issues was EUR
0.09 per share. 

A total of 145,022,994shares were subscribed and paid for in the Rights Issue
for an aggregate subscription price of EUR 13,052,069. 

A total of 83,147,020 shares were subscribed for pursuant to the subscription
rights and a total of 525,013 shares were subscribed without subscription
rights in the secondary issue. A total of 61,350,961 shares were subscribed for
based on subscription guarantees by Unioca Partners Oy, Belgrano Investments
Oy, and the Company's CEO Niila Rajala for an aggregate subscription price of
EUR 5,521,586. The 145,022,994 shares subscribed for in the Rights Issue
represent approximately 88.03 percent of the 164,747,550 shares offered in the
Rights Issue. 

A total of 242,777,773 shares were subscribed in the Directed Issue for an
aggregate subscription price of EUR 21,850,000, of which 242,111,107 shares
were subscribed based on subscription commitments given to the Company. The
242,777,773 new shares subscribed in the Directed Issue and paid for by
offsetting the loan receivable entitling to the subscription right correspond
to 91.88 percent of the 264,222,221 new shares offered in the Directed Issue. 

The Board of Directors of Tiimari has today approved in full all subscriptions
made and paid for in the Share Issues. The Company will confirm the approval or
rejection of subscriptions for offer shares subscribed for without the
subscription rights by sending a letter to those subscribers in the Rights
Issue that have given a subscription assignment for the subscription of offer
shares without subscription rights. 

As a result of the Share Issues, the number of shares outstanding in Tiimari
will increase to 404,275,522 shares. The new shares that were subscribed and
paid for in the Share Issues correspond to 2,353.91 percent of Tiimari's shares
outstanding before the registration of the new shares, and 95.92 percent after
the registration of the new shares. The shares subscribed and paid for in the
Share Issues will carry the right to receive dividends and other distributions
of funds, if any, and other shareholder rights in the Company after the offer
shares have been registered with the Trade Register, on or about 29 September
2011. 

Trading in the interim shares representing the shares subscribed for in the
Rights Issue pursuant to the subscription rights commenced on 22 September 2011
as a separate class. Trading in the interim shares representing the shares
subscribed for in the Directed Issue commenced on 22 September 2011 as a
separate class. The interim shares will be combined with Tiimari's current
share class, when the shares subscribed for in the Share Issues have been
registered with the Trade Register. Such a combination is expected to occur on
or about 29 September 2011 and the trading in the new shares will commence on
the official list of NASDAQ OMX Helsinki Ltd in the same class as the old
shares on or about 30 September 2011. The allocated new shares subscribed for
without subscription rights will be recorded directly in the same class as
Tiimari's old shares on the subscriber's book-entry account on or about 30
September 2011. 

As a result of the Share Issues, Unioca Partners Oy will become Tiimari's
parent company once the new shares subscribed for in the Share Issues have been
registered. The ownership of Unioca Partners Oy of all the shares outstanding
after the Share Issues is 64.40 percent. The FFSA has on 10 June 2011 granted
Unioca Partners Oy an exemption from the obligation to make a tender offer for
the shares and instruments entitling to shares in Tiimari pursuant to Chapter
6, Section 10 of the Finnish Securities Markets Act. The exemption is in force
as long as the ownership of Unioca Partners Oy pursuant to Chapter 6, Section
10 of the Finnish Securities Markets Act exceeds three tenths (3/10) of
Tiimari's votes. The exemption is subject to the condition that neither Unioca
Partners Oy nor other persons, entities, or foundations as defined in Chapter
6, Section 10, sub-section 2 of the Finnish Securities Market Act acquire or
subscribe more shares in Tiimari or otherwise increase their number of votes in
Tiimari. 

As a result of the Share Issues, the Company will according to standards IAS 32
and 39 as well as IFRIC 19, record an expense into other financing expenses on
its income statement in the approximate amount of EUR 9.46 million. The expense
will not impact the Company's equity, nor will it have a cash flow effect. 

In order to ensure the equality of the holders of the Company's Option Rights
and convertible capital loans and the shareholders, the Board has resolved to
change, in accordance with the terms and conditions of the option rights issued
on 23 April 2009 (“Option Rights”) and the terms and conditions of the
convertible capital loans issued on 19 October 2009 (“CCL 2009”) and 30
December 2010 (“CCL 2011”), the share subscription terms of the Option Rights
and the conversion terms of the CCL 2009 and CCL 2011 as follows: 

The number of the shares that can be subscribed for pursuant to the Option
Rights was resolved to be changed so that each option right in series 2009C
entitles to subscribe for 2.626753 new shares. The right to subscribe shares
with the series 2009A and 2009B Option Rights has expired. All series 2009D and
2009E Option Rights have been returned to the Company. The new maximum number
of shares that can be subscribed for pursuant to the issued and outstanding
Option Rights is thus 446,548 new shares. The new share subscription price with
the series 2009C Option Rights is EUR 0.5977 per share. 

The new conversion rate for CCL 2009 was resolved to be EUR 0.5614 per share.
After the Directed Issue, the outstanding principal of the CCL 2009 is EUR
1,380,000 which on the basis of the new conversion rate can be converted into
at maximum 2,458,140 new Company shares. 

The new conversion rate for CCL 2011 was resolved to be EUR 0.3655 per share.
After the Directed Issue, the outstanding principal of the CCL 2011 is EUR
550,000 which on the basis of the new conversion rate can be converted into at
maximum 1,504,787 new Company shares. 

Changes in the terms and conditions of the Option Rights, the CCL 2009, and the
CCL 2011 will become effective upon their registration in the Trade Register. 


Vantaa, 27 September 2011
Tiimari Plc
Board of Directors


Further information:
CEO Niila Rajala, Tiimari Plc
tel. + 358 (0)3 812911, niila.rajala@tiimari.fi


Distribution:
NASDAQ OMX Helsinki
Important news media
www.tiimari.com


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, Great Britain, Australia, Japan, Canada, Hong Kong or Singapore.
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
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together being referred to as "relevant persons"). Any investment activity to
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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
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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. 

Nordea Bank Finland Plc. is acting exclusively for Tiimari Plc. 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 Tiimari Plc. 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 Nordea
Bank Finland Plc. 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. Nordea Bank Finland Plc. assumes no
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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.