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2010-12-13 15:15:24 CET 2010-12-13 15:16:06 CET REGULATED INFORMATION Talvivaaran Kaivososakeyhtiö Oyj - Company AnnouncementHolding(s) in Company - (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)Stock Exchange Release 13 December 2010 Talvivaara Mining Company Plc. Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act) Talvivaara Mining Company Plc ("Talvivaara") has on 13 December 2010 received the attached flagging notification in accordance with Chapter 2, Section 9 of the Finnish Securities Market Act from Ilmarinen Mutual Pension Insurance Company ("Ilmarinen") regarding the shares of Talvivaara. Ilmarinen has subscribed for Talvivaara's convertible bonds offered to institutional investors exchangeable to a maximum of 3,595,613 shares. The total number of shares held by Ilmarinen (9,939,905) and the shares available for subscription on the basis of the convertible bonds (3,595,613) has increased to 5.03 % (over 5%) of the issued ordinary share capital and total voting rights attached to shares in Talvivaara assuming that all of the convertible bonds are exchanged to shares. Ilmarinen's interest in Talvivaara has been calculated assuming that all of the convertible bonds are exchanged to shares and using following number as the issued ordinary share capital and total number of rights attached to shares in Talvivaara: 269,287,473. Interpolation by Talvivaara Mining Company Plc: The bonds will become exchangeable to Talvivaara's ordinary shares subject to approval of the relevant resolution by the Extraordinary General Meeting of the Talvivaara's shareholders. The Extraordinary General Meeting is expected to take place no later than on 18 February 2011. Prior to the approval of the Extraordinary General Meeting, bondholders will be entitled to exercise a cash settlement right whereby the bondholders would receive a cash amount equal to the market value of the shares notionally underlying the bonds, as detailed in the terms and conditions. The issue size of the bonds is subject to increase by a maximum of EUR 25 million to EUR 225 million pursuant to the greenshoe option granted to BofA Merrill Lynch and J.P. Morgan being exercised prior to the settlement date. Attachment 1. Name of the target company Talvivaara Mining Company Plc 2. Basis for the flagging obligation Subscription of the convertible bonds on 9 December 2010. 3. Date when the holdings have changed 9 December 2010 4. Holdings of the target company's voting rights and share capital Holding of Ilmarinen Mutual Pension Insurance Company in Talvivaara is the following: A) Shares and voting rights attached to them Number of shares % of shares Number of % of voting rights voting rights 9,939,905 3.69 9,939,905 3.69 B) Agreement or other arrangement Resulting situation after the triggering transaction Type of Expiration Number of % of Number of % of agreement / Date shares that shares voting rights voting other may be that may be rights arrangement acquired if acquired if the agreement the agreement / other / other arrangement is arrangement is exercised exercised Convertible Conversion 3,595,613 1.34 3,595,613 1.34 Bonds period ending on 16 December 2015 TOTAL (A+B) Number of shares % of shares Number of voting % of voting rights rights 13,535,518 5.03 13,535,518 5.03 5. Name of shareholder and business identification code Ilmarinen Mutual Pension Insurance Company, Business ID 0107638-1 ENQUIRIES Talvivaara Mining Company Plc Tel: +358 20 7129 800 Saila Miettinen-Lähde, CFO Timo Laatio, Investor Relations [HUG#1471810] |
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