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2011-08-30 14:15:00 CEST 2011-08-30 14:15:04 CEST REGULATED INFORMATION Tiimari Oyj Abp - Company AnnouncementTHE BOARD OF DIRECTORS OF TIIMARI PLC. HAS DECIDED ON A RIGHTS ISSUE OF UP TO APPROXIMATELY EUR 14.8 MILLION AND A DIRECTED SHARE ISSUE OF UP TO EUR 23.8 MILLION AND THEIR TERMS AND CONDITIONSTiimari Plc Stock exchange release August 30, 2011 at 15.15 THE BOARD OF DIRECTORS OF TIIMARI PLC. HAS DECIDED ON A RIGHTS ISSUE OF UP TO APPROXIMATELY EUR 14.8 MILLION AND A DIRECTED SHARE ISSUE OF UP TO EUR 23.8 MILLION AND THEIR TERMS AND CONDITIONS NOT TO BE PUBLISHED OR DISTRIBUTED PARTIALLY OR IN ITS ENTIRETY IN THE UNITED STATES OF AMERICA, GREAT BRITAIN, HONG KONG, AUSTRALIA, JAPAN, SINGAPORE, OR CANADA.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 rights issue in brief: • Tiimari Plc. will arrange a rights issue based on the pre-emptive subscription right of its current shareholders in the amount of up to approximately EUR 14.8 million • Tiimari intends to use the net proceeds of the rights issue to finance its working capital, to strengthen its liquidity and financial position, to execute its new business plan, and to repay the bridge financing with the principal amount of EUR 3 million, drawn to increase the company's liquidity • Up to 164,747,550 new shares • Subscription price EUR 0.09 per offer share • Each share held on the record date will entitle to one subscription right that can be used to subscribe ten (10) new shares • Subscription period commences on 7 September 2011 and ends on 21 September 2011 • Trading of subscription rights commences on 7 September 2011 and ends on 14 September 2011 • Subscription and underwriting commitments in the rights issue amount to EUR 11.0 million The directed share issue in brief: • Tiimari Plc. will arrange a directed share issue to the holders of the company's convertible capital loans issued on 19 October 2009 and 30 December 2010 with the total principal amount of EUR 7.98 million, to Varma Mutual Pension Insurance Company for the debenture loan maturing on 9 October 2014 with a principal amount of EUR 11.0 million as well as to Aktia Pankki Oyj for interest bearing debt from financial institutions with a principal amount of EUR 4.8 million • Up to 264,222,221 new shares • Subscription price EUR 0.09 per offer share • The subscription price must be paid by offsetting the loan receivable entitling to the subscription right • Subscription period commences on 7 September 2011 and ends on 21 September 2011 for subscriptions to be made based on the convertible capital loans and on 27 September 2011 for other subscriptions • Subscription rights are not transferable separately from the loan receivable entitling to the subscription rights, nor will the subscription rights be subject of public trading • Subscription commitments received by the company in the directed share issue amount to EUR 21.8 million The Board of Directors of Tiimari Plc. (“Tiimari” or “Company”) has today on 30 August 2011 decided, based on the authorization granted to it by the extraordinary general meeting on 1 July 2011, to commence a share issue against payment in the total amount of approximately EUR 14.8 million based on the shareholders' pre-emptive subscription right (the “Rights Issue”), as well as a directed share issue (“Directed Issue”) to the holders of the Company's convertible capital loans issued on 19 October 2009 and 30 December 2010 with the total principal amount of EUR 7.98 million, to Varma Mutual Pension Insurance Company (“Varma”) for the debenture loan maturing on 9 October 2014 with the principal amount of EUR 11.0 million as well as to Aktia Pankki Oyj (“Aktia”) for interest bearing debt from financial institutions with the principal amount of EUR 4.8 million, in which the subscription price must be paid by offsetting the loan receivable entitling to the subscription right. In the Rights Issue, up to 164,747,550 new shares will be issued based on shareholders' pre-emptive right of subscription, and in the Directed Issue, up to 264,222,221 new shares will be issued and offered for subscription to certain creditors of the Company. The subscription price in the Rights Issue and the Directed Issue is EUR 0.09 per offer share. The subscription price in the Directed Issue must be paid by offsetting the loan receivable entitling to the subscription right. The subscription period in the Rights Issue commences on 7 September 2011 and ends on 21 September 2011 at 20:00. The subscription period in the Directed Issue commences on 7 September 2011 and ends on 21 September 2011 at 16:30 for subscriptions to be made based on the convertible capital loans and on 27 September 2011 for other subscriptions. Shareholders registered in the Company's shareholder register maintained by Euroclear Finland Oy on the record date 2 September 2011 (“Record Date”), will for each share held on the record date automatically receive one (1) freely transferable book-entry account registered subscription right (“Subscription Right”), each Subscription Right entitling to the subscription of ten (10) offer shares in the Rights Issue. The minimum subscription in the rights issue is 10 shares. Public trading of subscription rights on NASDAQ OMX Helsinki Ltd. commences on 7 September 2011 and ends on 14 September 2011. Tiimari shares will trade ex-rights beginning on 31 August 2011. Tiimari will announce the final results of the Rights Issue and the Directed Issue by means of a stock exchange release on or about 27 September 2011. An unofficial translation of the terms of the share issues in their entirety is appended to this stock exchange release. The Company has in connection with the share issues prepared a base prospectus and securities notes for the Rights Issue and the Directed Issue, which have been approved by the Finnish Financial Supervisory Authority on 30 August 2011. The Finnish language base prospectus and securities notes are available on the Company's website www.tiimari.com as well as on www.nordea.fi/sijoita beginning on or about 31 August 2011, as well as at the subscription places and the Company's head office at Tasetie 8, 01510 Vantaa beginning on or about 5 September 2011. Tiimari intends to use the net proceeds of the Rights Issue to finance its working capital, to strengthen the Company's liquidity and financial position, in the execution of the new business plan, and to repay the bridge financing with the capital amount of EUR 3 million that was drawn to increase the Company's liquidity. Unioca Partners Oy (“Unioca”), Assetman Oy, Baltiska Handels A.B., Belgrano Investments Oy and the Company's CEO Niila Rajala have each severally committed to subscribe shares in the Rights Issue for an amount totaling EUR 11.0 million through subscription and underwriting commitments provided to the Company. The objectives of the Directed Issue are to ensure the fulfillment of the preconditions of the financial restructuring, the fulfillment of the preconditions related to the subscription and underwriting commitments in the Rights Issue, to significantly decrease the Company's financing costs, to strengthen the Company's balance sheet and to lower gearing, as well as to assist in ensuring the ability to repay the Company's remaining debt. The total subscription price in the Directed Issue, totaling up to approximately EUR 23.8 million, will be recorded in its entirety in the Company's invested unrestricted equity reserve. The Company has received subscription commitments amounting to a total of EUR 21.8 million in the Directed Issue. Of the holders of the Company's convertible capital loans, Unioca, Assetman Oy, Baltiska Handels A.B., Pecun Inc. (controlled by Mr. Hannu Ryöppönen, Chairman of the Company's Board of Directors), and Board member Sven-Olof Kulldorff, have committed to subscribe aggregate total of 66,555,552 new shares in the Directed Issue and to pay the aggregate subscription price of approximately EUR 5.99 million by offsetting their respective loan receivables relating to the associated convertible capital loans. Furthermore, of the Company's creditors, Varma and Aktia have committed to subscribe a total of 175,555,555 new shares in the Directed Issue and to pay the aggregate subscription price of approximately EUR 15.8 million by offsetting their respective loan receivable of the associated loans. According to information received by the Company (and as published on 10 June 2011), Aktia and Varma have made binding forward contracts regarding the shares subscribed by them in the Directed Issue, with the effect that as a result of the transactions thereunder, Varma's ownership in Tiimari would decrease below 10 percent and Aktia's ownership in Tiimari would be eliminated in whole. According to information received by the Company, Unioca, Assetman Oy, Baltiska Handels A.B., Belgrano Investments Oy, and the CEO of the Company, Niila Rajala, have, upon realization of the Rights Issue and Directed Issue, each separately committed to acquire the shares in question. Nordea Bank Finland Plc. is acting as the Company's financial advisor and as lead manager of the equity issues. Vantaa, 30 August 2011 Tiimari Plc Board of Directors Further information: CEO Niila Rajala, Tiimari Plc, tel. + 358 (0)3 812911 (e-mail addresses are in the form firstname.lastname@tiimari.fi) Distribution: NASDAQ OMX Helsinki Important news media www.tiimari.com 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, Japan, Canada, Hong Kong or Sinapore. 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. 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 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. TERMS AND CONDITIONS OF THE RIGHTS ISSUE (UNOFFICIAL TRANSLATION FROM THE FINNISH LANGUAGE. IN THE EVENT OF DISCREPANCY BETWEEN THE LANGUAGE VERSIONS, THE FINNISH VERSION WILL PREVAIL) OFFER SHARES On the basis of the authorization granted to it by the extraordinary general meeting held 1 July 2011, the Board of Directors of the Company has resolved on 30 August 2011 on a share issue (“Rights Issue”), where up to 164,747,550 new shares (“Offer Shares”) are offered for subscription. The amount of Offer Shares is 10 times the Company's number of shares outstanding and registered in the Trade Register as of 30 August 2011. SUBSCRIPTION RIGHT The Offer Shares will be offered to the Company's shareholders in proportion to their shareholding. Shareholders who are on the record date 2 September 2011 (“Record Date”) registered in the Company's shareholder register maintained by Euroclear Finland, shall for each share in the Company held on the Record Date receive one (1) subscription right (“Subscription Right”) in book-entry form. The ISIN code of the Subscription Rights is FI4000029343 and trading code is TII1VU0111. The Subscription Rights are freely transferable. Subscription Rights are subject of public trading on the NASDAQ OMX Helsinki Ltd. (“Helsinki Stock Exchange”) beginning 7 September 2011 to 14 September 2011. SUBSCRIPTION AND UNDERWRITING COMMITMENTS Unioca Partners Oy (“Unioca”), Assetman Oy (controlled by board member Juha Mikkonen), Baltiska Handels A.B., as well as Belgrano Investments Oy, together representing approximately 41.73 percent of Tiimari's outstanding shares before the Rights Issue, have (based on their current shareholdings) each given separate subscription commitments to subscribe for in total 60,871,811 new shares in the Rights Issue to an aggregate subscription price of approximately EUR 5.48 million subject to the preconditions described below. Furthermore, Unioca has given an underwriting commitment for the Rights Issue, pursuant to which Unioca has, in addition to the shares subscribed to by the subscription commitment, committed to either subscribe itself or obtain subscribers for shares possibly left unsubscribed for in the Rights Issue for an amount of EUR 5,217,158. In addition, Belgrano Investments Oy has given an underwriting commitment for the Rights Issue, according to which Belgrano Investments Oy has, in addition to the shares to be subscribed for by it pursuant to the subscription commitment, committed to either subscribe itself or obtain subscribers for shares possibly left unsubscribed for in the Rights Issue for an amount of no less than EUR 229,252. Furthermore, the Company's CEO, Niila Rajala, has given an underwriting commitment to subscribe for possibly unsubscribed shares in the Rights Issue for an amount of no less than EUR 75,125. Subsequently, the total amount of subscription and underwriting commitments received by the Company in the Rights Issue totals EUR 11.0 million. No security has been given for the subscription and underwriting commitments. The subscription and underwriting commitments were submitted on 9 June 2011 conditional upon the fulfillment of the following preconditions: (i) The Extraordinary General Meeting of Tiimari, to be held on July 1, 2011, decides to grant the Board of Directors the authorization to execute the Rights Issue and the directed issue of shares referred to in the financial restructuring plan published by the Company on 10 June 2011 (“Directed Issue”); (ii) The Board of Directors of Tiimari decides by October 31, 2011 at the latest to execute the Rights Issue and Directed Issue in accordance with the above mentioned preconditions of the subscription and underwriting commitments; (iii) Prior to commencing the share issues the Board of Directors of Tiimari prepares and publishes prospectuses, in accordance with the Finnish Securities Markets Act, based on which Tiimari's new shares would become subject to public trading in accordance with the terms of the Share Issues, and the Company has complied to the disclosure requirements of the Finnish Securities Markets Act. SUBSCRIPTION RATIO The holder of Subscription Rights is entitled to subscribe with each Subscription Right for ten (10) Offer Shares. The minimum subscription amount is ten (10) shares. SUBSCRIPTION PRICE The Subscription Price is EUR 0.09 per Offer Share. The Subscription Price will be fully recorded in the Company's invested unrestricted equity reserve. The Subscription Price is based upon the share issue authorization decision of the extraordinary general meeting on 1 July 2011 and it has been set taking into account the immediate need, based on the weak liquidity position of the Company, to raise at least EUR 11 million in proceeds in the Rights Issue, which would secure the execution of the financial restructuring plan published on 10 June 2011 and the continuity of the Company's business. THE RIGHT TO SUBSCRIBE UNSUBSCRIBED OFFER SHARES WITHOUT SUBSCRIPTION RIGHTS (“SECONDARY SUBSCRIPTION”) The Company is offering, through a Secondary Subscription, those Offer Shares that are possibly unsubscribed for based on subscription with Subscription Rights to those shareholders that have subscribed for Offer Shares using Subscription Rights and those investors that have given underwriting commitments. In the Secondary Subscription, investors entitled to subscribe for shares in the Secondary Subscription have the opportunity to give a subscription order for Offer Shares without Subscription Rights. Offer Shares will be allocated in the Secondary Subscription if there are unsubscribed shares as a result of the primary subscription based on Subscription Rights. The Subscription Price in the Secondary Subscription is the same EUR 0.09 per Offer Share, as in the primary subscription. The Company's Board of Directors will decide on the allocation of shares subscribed in the Secondary Subscription to investors. Please see the part “Subscription of Offer Shares and allocation without Subscription Rights” below. SUBSCRIPTION PERIOD The subscription period begins 7 September 2011 at 9:30 and ends 21 September 2011 at 20:00. Account operators may require submission of subscription orders already before the end of the subscription period. Subscription of Offer Shares based on underwriting commitments will take place, and be paid for, after the results of the Rights Issue are ready, on or about 27 September 2011. The Board of Directors has the right to decide on prolonging the subscription period. SUBSCRIPTION PLACES Subscription places are: - Nordea Bank Finland Plc.'s branch offices and Nordea Private Banking units in Finland on Mon-Fri between the hours of 10:00-16:30 - Nordea Customer Service by telephone using Nordea's bank identifier codes Mon-Fri between the hours of 8:00-20:00 tel. 0200 3000 (Finnish service) and tel. 0200 5000 (Swedish service) (local network charge/mobile phone sharge applies). Subscription orders placed through Nordea's Customer Service require that the subscriber has a valid bank identifier code agreement with Nordea. Corporations cannot place subscription orders by telephone. Telephone calls to Customer Service will be recorded. Subscriptions cannot be made on Nordea's internet bank service. Subscription orders are also accepted by account operators and custodians that have made a contract with Nordea Bank Finland Plc. regarding the receipt of subscriptions. USING SUBSCRIPTION RIGHTS Shareholders have the right to participate in the Rights Issue by subscribing for Offer Shares using the Subscription Rights in their book-entry account and by paying the Subscription Price. To participate in the Rights Issue, each shareholder shall give subscription orders in accordance with instructions given by their respective custodian or account operator. In case a shareholder is not provided with instructions regarding the subscription of shares from its own account operator, the shareholder shall give its subscription order in one of Nordea Bank Finland Plc.'s branch offices. Book-entry account customers of Euroclear Finland Plc. shall place their subscription orders in one of Nordea Bank Finland Plc.'s branch offices. Other participating investors in the Rights Issue, such as holders of Subscription Rights purchased on the Helsinki Stock Exchange, shall place their subscription orders in accordance with instructions given to them by their custodians or account operators. Those shareholders and other participating investors in the Rights Issue, whose shares or Subscription Rights are registered to a nominee (or other custodian), shall place a subscription order in accordance with instructions given by the nominee. Subscription orders shall be given separately for each book-entry account. A placed subscription is binding and it cannot be changed or withdrawn except as described in part ”Right of Withdrawal in Accordance with the Finnish Securities Markets Act.” Subscription Rights that have not been exercised by the end of the Subscription Period 21 September 2011 at 20:00 at the latest will expire worthless. SUBSCRIPTION OF OFFER SHARES AND ALLOCATION WITHOUT SUBSCRIPTION RIGHTS Investors that have subscribed Offer Shares using Subscription Rights as well as investors that have given underwriting commitments to the Rights Issue may subscribe without Subscription Rights for Offer Shares in the Secondary Subscription. Subscription for Offer Shares without Subscription Rights is done by placing a subscription order and paying the Subscription Price to the account operator and for nominee registered shares according to instructions provided by the nominee. Should the investor not be provided with instructions, the subscription order shall be made in one of Nordea's branch offices (please see above part “Subscription Places”). Should the investor place multiple subscription orders regarding one book-entry account, the subscription orders will be combined into one subscription order per book-entry account. Subscription orders for the Secondary Subscription shall be placed simultaneously with the subscription of Offer Shares based on Subscription Rights. Subscription orders in the Secondary Subscription based on underwriting commitments shall be placed in accordance with the terms of the underwriting commitment and in accordance with the instructions provided by the Lead Manager. Subscription Places and account operators shall receive subscription orders and payment at the latest on 21 September 2011 at 20:00 or at an earlier point in time in accordance with instructions provided by the account operator. Payment for Offer Shares subscribed for based on underwriting commitments shall be made to the Company on 27 September 2011 at the latest. Should the Offer Shares in the Secondary Subscription be oversubscribed, the Offer Shares will be allocated as follows: - First to those who have subscribed for Offer Shares based on Subscription Rights. Should such subscribers oversubscribe to the Offer Shares in the Secondary Subscription, the Offer Shares available for subscription in the Secondary Subscription will be allocated to those subscribers in proportion to the number of Subscription Rights used to subscribe for Offer Shares, and if this is not possible, by drawing lots. - Second to providers of underwriting commitments and in accordance to decisions made by the Board of Directors The Company will send a notification of acceptance or rejection to all that have placed a subscription order in the Secondary Subscription. PAYMENT OF SUBSCRIPTIONS Offer Shares shall be paid for at the time of subscription. The subscription place or account operator shall receive the subscription orders with payment at the latest on 21 September 2011 at 20:00 or at an earlier point in time in accordance with instructions provided by the account operator. Payment for shares subscribed for based on underwriting commitments shall be made to the Company on 27 September 2011 at the latest. Unioca Partners Oy has the right to pay for its subscription of the Offer Shares, possibly available to it in the Rights Issue as a result of its underwriting commitment, by offsetting its bridge financing receivables from the Company in the amount of no more than EUR 3.0 million. PUBLIC TRADING OF SUBSCRIPTION RIGHTS The holders of Subscription Rights may sell their Subscription Rights at any given time before public trading with the Subscription Rights ends. Public trading of Subscription Rights on the Helsinki Stock Exchange begins on 7 September 2011 and ends on 14 September 2011. The price of the Subscription Rights on the Helsinki Stock Exchange will be determined in public trading. Subscription Rights can be bought or sold by placing purchase or sell orders to one's own account operator or any other securities broker. The ISIN code of the Subscription Rights is FI4000029343 and the trading code TII1VU0111. RIGHT OF WITHDRAWAL IN ACCORDANCE WITH THE FINNISH SECURITIES MARKETS ACT If the prospectus (“Prospectus”, available only in Finnish) regarding the Rights Issue is supplemented due to an error or omission in accordance with the Finnish Securities Markets Act, investors who have made a subscription prior to the publication of the supplement to the Prospectus are entitled to withdraw their subscription according to the Finnish Securities Markets Act within two (2) business days from the publication of the supplement to the Prospectus, or, if so decided by the Finnish Financial Supervisory Authority for special reasons, within a longer period not exceeding four (4) business days from the publication of the supplement to the Prospectus. The withdrawal right may only be used if the investor has subscribed for the Offer Shares prior to the publication of the supplement to the Prospectus and such supplement is published between the commencement of the Subscription Period and the time when the trading with the interim shares (“Interim Shares”) representing the Offer Shares subscribed for pursuant to Subscription Rights commences on the Helsinki Stock Exchange. A withdrawal of a subscription will result in the subscription being withdrawn in its entirety. Investors will be notified of their right of withdrawal as well as be given instructions on how to withdraw in the Company's stock exchange release in connection with the publication of the supplement. If a subscription is withdrawn, the institution to which subscription instructions were submitted will refund the Subscription Price paid into a bank account elected by the investor without interest. Subsequently, if the subscription has been made pursuant to Subscription Rights, the Subscription Rights will be re-entered into the shareholder's book-entry account within approximately three (3) business days after the withdrawal notification has been submitted. If a shareholder of the Company has sold or otherwise transferred its Subscription Rights, such sale or transfer cannot be withdrawn. DECISIONS REGARDING THE ISSUE The Company's Board of Directors will approve all subscriptions made pursuant to Subscription Rights and in accordance with these terms and conditions of the Rights Issue and applicable laws and regulations regarding the share subscription. Subscriptions made without Subscription Rights will be approved according to the principles set forth above in “Subscription of offer shares and allocation without subscription rights.” If the Company does not allocate the Offer Shares subscribed for without Subscription Rights in accordance with the amount set out in the investor's subscription order, the Company will refund the Subscription Price representing the Offer Shares that were not received by the investor on or about 3 October 2011. The funds will be refunded without interest. The Company will publish the final results of the Rights Issue in a stock exchange release on or about 27 September 2011. REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING After a subscription has been effected, Interim Shares representing Offer Shares subscribed for pursuant to Subscription Rights will be entered into the subscriber's book-entry account. The ISIN code of the Interim Shares representing the Offer Shares will be FI4000029350 and the trading code will be TII1VN0111. Trading in the Interim Shares as a separate class of securities will commence on the Helsinki Stock Exchange on 22 September 2011, the first trading day after the expiration of the Subscription Period. Interim Shares will be combined with the Company's existing shares (ISIN code FI0009003859, trading code TII1V) after the registration of the Offer Shares with the Trade Register. The Offer Shares will be registered with the Trade Register simultaneously with the shares issued in the Directed Issue. The combination is estimated to take place on or about 29 September 2011. Offer Shares allocated to investors in the Secondary Subscription will be registered to the investor's book-entry account on or about 30 September 2011. All Offer Shares registered to the Trade Register will be subject to trading together with the Company's existing shares beginning on or about 30 September 2011. The Company does not intend to implement price stabilization measures. SHAREHOLDER RIGHTS The Offer Shares will carry the right to receive dividends and the right to receive other distribution of funds as well as other shareholder rights in the Company once the Offer Shares have been registered with the Trade Register on or about 29 September 2011. The Offer Shares will rank pari passu with all outstanding shares in the Company. Each Offer Share entitles a shareholder to one vote at the General Meeting of Shareholders of the Company. TRANSFER TAX AND OTHER EXPENSES No transfer tax is payable on the share subscription. Each account operator will charge the investor in accordance with their price list for maintenance of the investor's book-entry account and deposit of the shares on the book-entry account. OTHER MATTERS Other issues and practical matters relating to the Rights Issue, such as the extension of the Subscription Period if needed, will be resolved by the Company's Board of Directors. AVAILABLE DOCUMENTS The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, are available in Finnish during the Subscription Period at the Company's head office, address: Tasetie 8, 01510 Vantaa. APPLICABLE LAW The Rights Issue will be governed by the laws of Finland and any disputes arising in connection with the Rights Issue will be settled by a court of competent jurisdiction in Finland. NOTE CONCERNING THE LANGUAGE VERSIONS The English language version is an unofficial translation from the Finnish language. The Finnish language version of the terms and conditions is decisive. TERMS AND CONDITIONS OF THE DIRECTED ISSUE (UNOFFICIAL TRANSLATION FROM THE FINNISH LANGUAGE. IN THE EVENT OF DISCREPANCY BETWEEN THE LANGUAGE VERSIONS, THE FINNISH VERSION WILL PREVAIL.) OFFER SHARES Based on the authorization granted to it by the extraordinary general meeting held on 1 July 2011, the Board of Directors of the Company has decided on 30 August 2011 on a directed share issue (“Directed Issue”), where up to 264,222,221 new shares (“Offer shares”) are offered for subscription by the Company. The amount of Offer Shares is approximately 16 times larger compared to the Company's number of shares outstanding, registered in the Trade Register as of 30 August 2011. SUBSCRIPTION RIGHT The Offer Shares will be offered for subscription to the Company's convertible capital loans issued on 19 October 2009 and 30 December 2010 in the principal amount of EUR 7.98 million, to Varma Mutual Pension Insurance Company for the debenture loan maturing on 9 October 2014 in the principal amount of EUR 11.0 million as well as to Aktia Pankki Oyj for interest bearing debt in the principal amount of EUR 4.8 million in proportion to the holders' loan principal. The subscription rights are not transferable separately from the loan receivable entitling to the subscription rights, nor will the subscription rights be subject to public trading. The reasons for deviating from shareholders' pre-emptive right to subscription are ensuring fulfillment of the preconditions of the financial restructuring as announced on 10 June 2011, fulfilling the preconditions related to the subscription and underwriting commitments and guarantees in the Rights Issue, significantly lowering the Company's financing costs, strengthening the Company's balance sheet and lowering gearing, as well as improving the liquidity of the Company and ensuring the ability to repay its outstanding loans, whereby the Board of Directors of the Company considers there is a weighty financial reason for the Directed Issue. SUBSCRIPTION COMMITMENTS Of the holders of the Company's convertible capital loans, Unioca, Assetman Oy, Baltiska Handels A.B., Pecun Inc. (controlled by Chairman of the Board Hannu Ryöppönen), and board member Sven-Olof Kulldorff, have committed to subscribe in aggregate 66,555,552 new shares in the Directed Issue and to pay the aggregate subscription price of approximately EUR 5.99 million by offsetting their loan receivables of the associated convertible capital loans. The Company's creditors, Varma Mutual Pension Insurance Company (“Varma”) and Aktia Pankki Oyj (“Aktia”) have committed, with preconditions described below, to subscribe in aggregate 175,555,555 new shares in the Directed Issue and to pay for the aggregate subscription price of approximately EUR 15.8 million by offsetting their loan receivable of the associated loans. The subscription and underwriting commitments have been given on 9 June 2011 with the following preconditions: (i) The extraordinary general meeting of Tiimari, to be held on July 1, 2011, decides to grant the Board of Directors the authorization to execute the Rights Issue and the Directed Issue; (ii) The Board of Directors of Tiimari decides by October 31, 2011 at the latest to execute the rights issue of shares referred to in financial restructuring plan published by the Company on 10 June 2011 (“Rights Issue”) and Directed Issue in accordance with the preconditions of the subscription and underwriting commitments; (iii) Prior to commencing the share issues the Board of Directors of Tiimari drafts and publishes listing prospectuses, in accordance with the Finnish Securities Markets Act, based on which Tiimari's new shares would become subject to public trading in accordance with the terms of the Share Issues and the Company has complied to the disclosure requirements of the Finnish Securities Markets Act. Prior to their subscription, Varma and Aktia have the right to confirm that the other parties giving subscription commitments and guarantees have fulfilled the preconditions set in the subscription commitments and guarantees given to the Company and in the forward agreements made with Varma and Aktia regarding the purchase of the subscribed shares. SUBSCRIPTION PRICE The subscription price is EUR 0.09 per Offer Share. The subscription price will be fully recorded in the Company's invested unrestricted equity reserve. The subscription price is based on the share issue authorization granted by the extraordinary general meeting on 1 July 2011 and it has been set taking into account the immediate need, based on the weak liquidity position of the Company, to fulfill the preconditions for the financial restructuring published on 10 June 2011 and the need to raise at least EUR 11 million in proceeds in the Rights Issue, which would secure the execution of the financial restructuring and the continuity of the Company's business. Taking into account the interest savings from the early conversion of the convertible capital notes, the uncertainty and expected costs related to raising sufficient amount of equity to secure the ability to pay the interest and principal of the convertible capital notes, debenture loan and interest bearing debt from financial institutions, and the savings in other financing costs due to the improvement in equity ratio facilitated by the conversion of the above mentioned debt into equity, the Board of Directors considers the subscription price in the Directed Issue to be fair both to the Company and its shareholders. SUBSCRIPTION PERIOD The Subscription period commences on 7 September 2011 at 9.30 and ends on 21 September 2011 at 16.30 for subscriptions made based on the convertible capital loans and on 27 September 2011 for other subscriptions. SUBSCRIPTION AND PAYMENT Subscription is made by returning the subscription list to the lead manager of the Directed Issue by the end of the subscription period. In order to subscribe the Offer Shares the subscriber has to follow the instructions given by the lead manager. A placed subscription is binding and it cannot be changed or withdrawn except as described in part ”Right of Withdrawal in Accordance with the Finnish Securities Markets Act.” Subscribed Offer Shares shall be paid at the time of subscription. The subscription price must be paid by offsetting the loan receivable from the Company entitling to the subscription right. If the loan receivable is a bearer bond, the security in question has to be handed over to the lead manager at the time of the subscription. The offsetting is deemed to have taken place when the Board of Directors of the Company has accepted the subscription. The denomination of the capital note entitling to subscription has to be fully used in the subscription. Partial subscriptions are not allowed. In case that the remainder of the denomination of the capital note and the subscription price of the Offer Shares is a fraction, the number of shares payable with the denomination of the capital note is rounded down. If the capital note holder subscribes Offer Shares with several capital notes, the rounding is done on the sum of the denominations for each series of capital notes. There will be no cash payment for the remainder. DECISIONS REGARDING THE DIRECTED ISSUE The Board of Directors of the Company will approve all subscriptions made in accordance with the terms and conditions of the Directed Issue and applicable laws and regulations regarding the share subscription. The Company will publish the final results of the Directed Issue in a stock exchange release on or about 27 September 2011. RIGHT OF WITHDRAWAL IN ACCORDANCE WITH THE FINNISH SECURITIES MARKETS ACT If the prospectus (“Prospectus”, available only in Finnish) regarding the Directed Issue is supplemented due to an error or omission in accordance with the Finnish Securities Markets Act, investors who have made a subscription prior to the publication of the supplement to the Prospectus are entitled to withdraw their subscription according to the Finnish Securities Markets Act within two (2) business days from the publication of the supplement to the Prospectus, or, if so decided by the Finnish Financial Supervisory Authority for special reasons, within a longer period not exceeding four (4) business days from the publication of the supplement to the Prospectus. The withdrawal right may only be used if the investor has subscribed for the Offer Shares prior to the publication of the supplement to the Prospectus and such supplement is published between the commencement of the Subscription Period and the time when the trading with the interim shares (“Interim Shares”) representing the Offer Shares commences on the NASDAQ OMX Helsinki (“Helsinki Stock Exchange”). A withdrawal of a subscription will result in the subscription being withdrawn in its entirety. Investors will be notified of their right of withdrawal as well as be given instructions on how to withdraw in the Company's stock exchange release in connection with the publication of the supplement. If a subscription is withdrawn, the offsetting of the loan receivable used to pay for the subscription will also be cancelled. REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING After a subscription has been effected, the Interim Shares representing the Offer Shares will be entered into the subscriber's book-entry account. The Company will apply for the listing of the Interim Shares and Offer Shares on the Helsinki Stock Exchange. Subject to the approval by the Helsinki Stock Exchange, the trading in the Interim Shares will commence on the Helsinki Stock Exchange on or about 22 September 2011. The ISIN code of the Interim shares is FI4000029368 and the trading code is TII1VN0211. The Interim Shares will be combined with the existing shares (ISIN code FI0009003859, trading code TII1V) after the registration of the Offer Shares with the Trade Register. The Offer Shares will be registered with the Trade Register simultaneously with the shares issued in the Rights Issue. The combining will take place on or about 29 September 2011. The Offer Shares will be subject to trading together with the existing shares on or about 30 September 2011. The Company does not intend to implement price stabilization measures. SHAREHOLDER RIGHTS The Offer Shares will carry the right to receive dividends and the right to receive other distribution of funds as well as other shareholder rights in the Company once the Offer Shares have been registered with the Trade Register on or about 29 September 2011. The Offer Shares will rank pari passu with all outstanding shares in the Company. Each Offer Share entitles a shareholder to one vote at the General Meeting of Shareholders of the Company. TRANSFER TAX AND OTHER EXPENSES No transfer tax is payable on the share subscription. Each account operator will charge the investor in accordance with their price list for maintenance of the investor's book-entry account and deposit of the shares in the book-entry account. OTHER MATTERS Other issues and practical matters relating to the Directed Issue, such as the extension of the Subscription Period if needed, will be resolved by the Company's Board of Directors. AVAILABLE DOCUMENTS The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, are available in Finnish during the Subscription Period at the Company's head office, address: Tasetie 8, 01510 Vantaa. APPLICABLE LAW The Directed Issue will be governed by the laws of Finland and any disputes arising in connection with the Directed Issue will be settled by a court of competent jurisdiction in Finland NOTE CONCERNING THE LANGUAGE VERSIONS The English language version is an unofficial translation from the Finnish language. The Finnish language version of the terms and conditions is decisive. |
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