|
|||
2012-02-17 09:00:00 CET 2012-02-17 09:03:03 CET REGULATED INFORMATION Talvivaaran Kaivososakeyhtiö Oyj - Notice to convene extr.general meetingTalvivaara Mining Company Plc: Notice of Extraordinary General MeetingStock Exchange Release Talvivaara Mining Company Plc 17 February 2012 Talvivaara Mining Company Plc (Incorporated and registered in the Republic of Finland with business identity code 1847894-2) Notice of Extraordinary General Meeting The shareholders of TALVIVAARA MINING COMPANY PLC (the "Company") are hereby invited to the extraordinary general meeting of the Company to be held on 12 March 2012 at 10:00 a.m. (GMT+2) at Scandic Marina Congress Center, Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will start at 9:00 a.m. (GMT+2). THE MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING The meeting will consider the following matters: 1. Opening of the meeting 2. Calling the extraordinary general meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the extraordinary general meeting 5. Recording the attendance at the extraordinary general meeting and adoption of the list of votes 6. A proposal by the Board of Directors regarding a resolution on the issue of new shares for consideration in deviation from the pre-emptive subscription rights of the shareholders The Board of Directors proposes that the extraordinary general meeting would, with the qualified majority of three-fourths set forth in Article 14 of the Articles of Association, approve the issue of up to 24,589,050 new ordinary shares for consideration, in deviation from the shareholders' pre-emptive subscription rights, to investors procured by Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd (the "Directed Issue"). In the Directed Issue, up to 24,589,050 new ordinary shares (the "Placing Shares") are to be offered for subscription for a subscription price of £2.80 (€3.38) per share. The proposed number of the Placing Shares represents approximately 10 per cent. of all the ordinary shares in the Company. The subscription for the Placing Shares must be made by 12 March 2012 and in any event by 21 March 2012 at the latest. The subscription price is based upon a placing agreement executed on 16 February 2012 between the Company, Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd (the "Placing Agreement"), and the subscription price has been determined on the basis of a book-building targeted at institutional investors. The subscription price must be paid in cash at the time of subscription. The subscription price paid for the Placing Shares subscribed for in the Directed Issue shall be recorded in the invested unrestricted equity fund of the Company. The Placing Agreement includes an undertaking whereby each of Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd agrees, to the extent that any of the investors procured by it do not pay the subscription price in respect of the Placing Shares they have agreed to subscribe for, to subscribe for such Placing Shares in the Directed Issue at the subscription price of £2.80 (€3.38) per share. The Placing Agreement is subject to certain conditions, including the passing of the resolution concerning the Directed Issue by the extraordinary general meeting of the Company. Merrill Lynch International may terminate the Placing Agreement in certain circumstances set out in the Placing Agreement, which may cause the cancellation of the Directed Issue. The proceeds from the Directed Issue are planned to be used to provide additional financial and operational flexibility for the continuing ramp-up of the mining and processing operations, as well as additional capital for potential investment in energy generation. These steps will further improve the strategically advantageous positioning of the Talvivaara operation and help to reach, and further enhance, the low cash cost position of the project. The Directed Issue is a fast and cost-efficient manner to obtain equity. Therefore, there is a substantial financial reason for the Company to deviate from the pre- emptive subscription rights of the shareholders of the company. 7. A proposal by the Board of Directors regarding a resolution on the authorisation of the Board of Directors to issue of new shares and/or special rights entitling to shares in deviation from the pre-emptive subscription rights of the shareholders The Board of Directors proposes that the extraordinary general meeting would, with the majority set forth in Article 14 of the Articles of Association, grant an authorisation to the Board of Directors to resolve to issue up to 184,428 new shares through one or several share issues and/or by granting of special rights entitling to shares, as referred to in Chapter 10, Section 1, of the Finnish Companies Act in order to carry out an adjustment of the conversion price in accordance with the terms and conditions of the convertible bonds of the Company due 2013 resulting from the Directed Issue. The authorisation is valid until 1 June 2013. The authorisation is conditional upon the approval of the Directed Issue at the extraordinary general meeting. 8. Closing of the meeting THE MEETING MATERIALS This notice, which includes the proposals of the Board of Directors on the agenda of the extraordinary general meeting, is available on the Company's website at www.talvivaara.com/egm-2012. The 2010 Annual Report, including the Company's latest annual accounts, the related review of the Board of Directors and the related auditor's report, the Interim Report for January - March 2011, the Interim Report for January - June 2011, the Interim Report for January - September 2011, the Annual Results Review 2011 and the statement by the Board of Directors on the events occurring after the Annual Results Review 2011 and having a material effect on the position of the Company are also available on the above-mentioned website. The proposals of the Board of Directors, the 2010 Annual Report, the Interim Report for January - March 2011, the Interim Report for January - June 2011, the Interim Report for January - September 2011 and the Annual Results Review 2011 will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING The right to participate and registration Each shareholder, who is registered on 29 February 2012 in the register of shareholders of the Company held by Euroclear Finland Ltd., has the right to participate in the extraordinary general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company. A shareholder wishing to participate in the extraordinary general meeting shall register for the meeting no later than 4:00 p.m. (GMT+2) on 7 March 2012 by giving a notice of attendance. Such notice can be given either by e-mail to the address egm@talvivaara.com, by facsimile to the number +358 20 712 9801 or by regular mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FI-02170 Finland or via the Company's website www.talvivaara.com. The internet registration via Company's website is expected to commence on 17 February 2012. In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Talvivaara Mining Company Plc is used only in connection with the extraordinary general meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the extraordinary general meeting has the right to ask questions with respect to the matters to be considered at the meeting. Proxy representative and powers of attorney A shareholder may participate in the extraordinary general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the extraordinary general meeting. When a shareholder participates in the extraordinary general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the extraordinary general meeting. Possible proxy documents should be delivered in originals to the Company at the Company's address given above before the last date for registration. Holder of nominee registered shares A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the register of shareholders of the Company, the issuing of proxy documents and the registration for the extraordinary general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the extraordinary general meeting, to be temporarily entered into the register of shareholders of the Company at the latest on 7 March 2012 by 10.00 a.m. (GMT+2). Other instructions and information On the date of this notice to the extraordinary general meeting, 17 February 2012, the total number of shares and votes in Talvivaara Mining Company Plc was 245,890,503. The extraordinary general meeting will be held in the Finnish language, but questions can also be presented in the English language. Espoo, Finland, on 17 February 2012 TALVIVAARA MINING COMPANY PLC THE BOARD OF DIRECTORS [HUG#1586985] |
|||
|