2016-11-24 17:07:12 CET
2016-11-24 17:07:12 CET
REGULATED INFORMATION
Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement
The Board of Directors of Talvivaara Mining Company Plc has decided on a directed conversion issue in accordance with the draft restructuring programme
Stock Exchange Release
Talvivaara Mining Company Plc
24 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Board of Directors of Talvivaara Mining Company Plc has decided on a
directed conversion issue in accordance with the draft restructuring programme
Pursuant to the authorisation granted by the annual general meeting of
shareholders of Talvivaara Mining Company Plc ("Talvivaara" or the "Company")
held on 25 June 2015, the Board of Directors of Talvivaara has decided on a
directed conversion issue (the "Share Issue") in accordance with the draft
restructuring programme.
The Company offers up to 4,000,000,000 new shares for subscription in the Share
Issue in deviation from the shareholders' pre-emptive subscription right. All
holders of unsecured restructuring debt (a "Creditor") in accordance with the
Company's draft restructuring programme, dated 10 April 2015, have the right to
subscribe for new shares. According to the draft restructuring programme, a
Creditor may not convert its receivable partially.
The subscription price per new share is EUR 0.1144, which will be paid in its
entirety by setting off the debt receivable of the Creditor from the Company
against the subscription price of the new shares. Fractional shares will not be
issued and the number of shares issued to the Creditors will be rounded down to
the nearest whole share. The subscription price has been set in the draft
restructuring programme. Offsetting and payment for the new shares issued in the
Share Issue takes place upon the approval of the subscriptions by the Board of
Directors. The subscription price for the new shares will be recorded in its
entirety in the invested unrestricted equity fund of the Company. The Share
Issue, when completed, will reduce the Company's debt but will not raise any
proceeds for the Company.
The subscription period for the new shares will commence on 28 November 2016 at
10:00 a.m. (Finnish time) and end on 22 December 2016 at 4:00 p.m. (Finnish
time). The subscription period may, at the Board of Directors' sole discretion,
be discontinued or shortened or extended. The subscription period can be changed
once or several times but the subscription period may expire at the earliest on
22 December 2016 at 4:00 p.m. (Finnish time) and will not be extended beyond
20 January 2017 4:00 p.m. (Finnish time).
As a result of the Share Issue, the number of shares in Talvivaara may increase
up to 6,108,154,152 shares. The new shares carry the shareholders' rights in
Talvivaara after the registration of the new shares in the trade register, on or
about 28 December 2016.
The terms and conditions of the Share Issue have been attached to this stock
exchange release.
The offering circular related to the Share Issue (the "Offering Circular") will
be available on 25 November 2016 on Talvivaara's website at
www.talvivaara.com/conversion_issue and at Talvivaara's registered office
located at Ahventie 4 B 47, FI-02170 Espoo, Finland.
Talvivaara will announce the results of the Share Issue after the expiration of
the subscription period.
Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Pekka Erkinheimo, Deputy CEO
DISCLAIMER
This announcement is an advertisement and not a prospectus and Creditors should
not subscribe for any shares referred to in this announcement except on the
basis of information in the applicable prospectus published by Talvivaara in
connection with the Share Issue.
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. These written materials do 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 U.S. 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
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. Investors must
neither accept any offer for, nor acquire, any securities to which this
announcement refers, unless they do so on the basis of the information contained
in the applicable prospectus published or distributed by Talvivaara.
Talvivaara has not authorised any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member States
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an "offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe the securities, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (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
announcement or any of its contents.
TERMS AND CONDITIONS OF THE SHARE ISSUE
Share Issue Resolution
Pursuant to the authorisation granted by the annual general meeting of
shareholders of the Company held on 25 June 2015, the Board of Directors decided
on 24 November 2016 on a Share Issue in which the Company offers up to
4,000,000,000 new shares (the "New Shares") to the Creditors in deviation from
the shareholders' pre-emptive subscription right, to be subscribed for in
accordance with the terms and conditions set herein. The Company will offer the
Creditors an opportunity to exchange their receivables for New Shares in
accordance with the draft restructuring programme (the "Draft Restructuring
Programme"). The completion of the Share Issue in accordance with the Draft
Restructuring Programme is one of the Draft Restructuring Programme's special
conditions, which must be fulfilled prior to the confirmation of the Draft
Restructuring Programme by the District Court of Espoo. Therefore, there has
been an especially weighty financial reason for the Company to deviate from the
pre-emptive subscription right of a shareholder.
General Terms and Conditions of the Share Issue
New Shares
The Company offers up to 4,000,000,000 New Shares for subscription in the Share
Issue, which will be carried out in the form of a directed conversion issue.
As a result of the Share Issue, the number of Shares may increase from the
current 2,108,154,152 Shares up to 6,108,154,152 Shares. The New Shares
represent approximately 65 percent of the Shares and approximately 68 percent of
the votes carried by the Shares after the Share Issue, assuming that all of the
New Shares offered in the Share Issue will be subscribed for.
Subscription Right
The New Shares will be offered to the Creditors for subscription as an offset
against their restructuring debt. As at the date of the Offering Circular, the
aggregate amount of the Company's unsecured restructuring debt, which entitle to
subscribe for New Shares, is EUR 449.0 million. All holders of unsecured
restructuring debt in accordance with the Company's Draft Restructuring
Programme have the right to subscribe for New Shares in the Share Issue.
According to the Draft Restructuring Programme, a Creditor may not convert its
receivable partially.
Upon the completion of the Share Issue, the ownership of a current shareholder
in the Company that does not subscribe for New Shares as a Creditor in the Share
Issue, will be immediately diluted approximately 65 percent if the maximum
number of New Shares (i.e., 4,000,000,000 New Shares) are issued in the Share
Issue.
Undersubscription/Oversubscription Situations
Not applicable. An undersubscription situation is not possible because there is
no minimum number of New Shares to be subscribed for in the Share Issue. An
oversubscription situation is not possible because the Share Issue is limited to
the maximum amount of the Creditors' unsecured debt claims. Persons other than
Creditors do not have the right to subscribe for the New Shares.
Subscription Price and Payment of Subscriptions
The subscription price per New Share is EUR 0.1144, which will be paid in its
entirety by setting off the restructuring debt receivable of the Creditor from
the Company against the subscription price of the New Shares. The currency for
the issue is euro. Fractional shares will not be issued and the number of shares
issued to the Creditors will be rounded down to the nearest whole share. The
subscription price has been set in the Draft Restructuring Programme. Offsetting
and payment for the New Shares issued in the Share Issue takes place upon the
approval of the subscriptions by the Board of Directors. The subscription price
for the New Shares will be recorded in its entirety in the invested unrestricted
equity fund of the Company.
Subscription Period
The subscription period for the New Shares will commence on 28 November 2016 at
10:00 a.m. and end on 22 December 2016 at 4:00 p.m. (Finnish time).
The subscription period may, at the Board of Directors' sole discretion, be
discontinued or shortened and extended. The subscription period can be changed
once or several times but the subscription period may expire at the earliest on
22 December 2016 at 4:00 p.m. (Finnish time) and will not be extended beyond
20 January 2017 4:00 p.m. (Finnish time).
Any changes to the subscription period will be announced through a stock
exchange release prior to the extension of the subscription period. A stock
exchange release concerning discontinuation of the subscription period will be
released after the subscription period has been discontinued. The Company cannot
change or discontinue the subscription period between 9:30 a.m. and 4:30 p.m.
(Finnish time) or change the subscription period after the subscription period
has expired.
If the subscription period is changed, the approval date of the subscriptions,
the due date of the payments and the delivery date of the New Shares will be
changed accordingly.
In respect of the holders of the bonds issued by the Company maturing in 2017
and of the convertible bonds matured in 2015, the Creditors must note any
instructions given by their account operators in respect of the earlier
deadlines for submitting subscription orders.
Subscription Place
In respect of Creditors other than the holders of the bonds issued by the
Company maturing in 2017 and of the convertible bonds matured in 2015, the
Company will itself take subscription orders from the Creditors entitled to
participate in the Share Issue at the Company's headquarters. The subscription
orders can be submitted to the Company (i) by email (scanned) to
investors@talvivaara.com; (ii) by mail to Talvivaara Mining Company Plc,
Ahventie 4 B 47, FI-02170 Espoo, Finland; or (iii) personally at the Company's
headquarters at address Talvivaara Mining Company Plc, Ahventie 4 B 47, FI-
02170 Espoo, Finland, during weekdays between 9:00 a.m. and 3:30 p.m. (Finnish
time).
In respect of the holders of the bonds issued by the Company maturing in 2017
and of the convertible bonds matured in 2015, the Creditors must submit their
subscription order in accordance with the instructions given by the account
operator. The holders of the bonds issued by the Company maturing in 2017, which
have a book-entry account in Euroclear Finland Ltd ("Euroclear Finland"), can
contact S-Pankki Oy with any questions relating to subscription (S-Pankki Oy
(FIM Arvopaperipalvelut), email: asiakaspalvelu@fim.com, phone: +358 (0)9
6134 6250). In respect of the holders of the convertible bond issued by the
Company matured in 2015, the Creditors can contact The Bank of New York Mellon
with any questions relating to subscription (email: eventsadmin@bnymellon.com,
phone: +44 20 7964 4958).
The Company has retained S-Pankki Oy to act as the issuer's agent in the Share
Issue. S-Pankki Oy will, together with the Company, manage the registration of
subscriptions to book-entry accounts and organise the listing of the New Shares
on the official list of the Helsinki Stock Exchange and the book-entry account
entries concerning the conversion of debts.
Approval and Registration of the Subscriptions
The New Shares will be registered in the trade register maintained by the
Finnish Patent and Registration Office ("the "Trade Register") by the Company as
soon as practically possible after the approval of the subscriptions of the New
Shares. Provided that the subscription period is not changed, the Company
expects that the New Shares will be registered in the Trade Register on or about
28 December 2016.
The New Shares subscribed for in the Share Issue will be issued as book-entry
securities in the book-entry system maintained by Euroclear Finland. Provided
that the subscription period is not changed, the New Shares will be registered
to the subscribers' book-entry accounts on or about 28 December 2016.
Trading in the New Shares
The Company will submit an application for the New Shares to be listed on the
official list of the Helsinki Stock Exchange. The New Shares are expected to be
listed on the official list of the Helsinki Stock Exchange on or about
29 December 2016. Trading in the Shares has been suspended since 6 November
2014. The suspension of trading in the Shares is expected to continue after the
Share Issue until the Helsinki Stock Exchange makes a decision to recommence the
trading or the Shares are delisted from the official list of the Helsinki Stock
Exchange.
The trading code of the Shares is TLV1V and the ISIN code is FI0009014716.
Shareholder Rights
The New Shares carry the shareholders' rights after the registration in the
Trade Register and the subscriber's book-entry account.
Cancellation of the Subscriptions
A notice regarding the exercise of the conversion right is irrevocable and
binding on the Creditor and it cannot be changed or cancelled, otherwise than in
the situations provided for in the Finnish Securities Markets Act (746/2012, as
amended, the "Finnish Securities Markets Act"). The corporate law measures
relating to the conversion of debts, including share subscriptions, are final
and irrevocable. It is not possible to convert the subscription price for New
Shares back into restructuring debt claims. Those Creditors whose claims will be
converted into the New Shares will be deemed to have received a payment on their
restructuring debt in accordance with the Draft Restructuring Programme and
those Creditors do not have any right to payments in accordance with the payment
programme.
Measures relating to the Share Issue will be permanent even if the Draft
Restructuring Programme could not be confirmed or if the Restructuring Programme
would, for any reason, discontinue or lapse.
The Company has the right to reject a subscription, either partially or wholly,
if the subscription has not been made in accordance with the terms and
conditions set herein or more detailed instructions provided by the Company.
Cancellation Right Provided for in the Finnish Securities Markets Act
According to the Finnish Securities Markets Act, the Company has an obligation
to supplement the Offering Circular until the expiration of the offering period
or until the listing of the New Shares due to such false or omitted information
contained in the Offering Circular or material new information that has become
known before the expiration of the offering period and that may be of material
significance to the investors. The supplement will be published in the same
manner as the Offering Circular.
If the Offering Circular will be supplemented, the Creditors who have subscribed
for New Shares before the publication of the supplement, have the right to
cancel their subscription. The cancellation right has to be exercised during the
cancellation period, which cannot be less than two banking days following the
publication of the supplement to the Offering Circular. The cancellation of the
Creditor's subscription will be considered to apply to the Creditor's entire
subscription. In addition, the use of the cancellation right requires that an
error, omission or material new information has become known prior to the New
Shares have been delivered to the subscribers. The Company will announce the
measures relating to a possible cancellation of subscription through a stock
exchange release. Subscriptions shall be cancelled by informing the Company by
email, or with regard to the holders of the bonds issued by the Company maturing
in 2017 and of the convertible bonds matured in 2015 through the account
operator, in the same manner as the subscription order was delivered.
The Company's Right to Cancel the Share Issue
The Company may, at its sole discretion, decide not to complete the Share Issue.
If the Share Issue is not completed, the subscriptions made by the Creditors
would be cancelled automatically. The cancellation of the Share Issue would be
announced through a stock exchange release. The Share Issue is a special
condition set for the confirmation of the Draft Restructuring Programme. The
cancellation of the Share Issue could result in the special conditions of the
Draft Restructuring Programme not being fulfilled within the set time limit,
which, in turn, would result in the Draft Restructuring Programme not being
confirmed.
Disbursements and Expenses
No transfer tax or service charge will be payable for subscription of the New
Shares. Account operators will charge fees in accordance with their price lists
for the maintenance of the book-entry account and for depositing shares.
Governing Law
The Share Issue and the New Shares are governed by the laws of Finland. Any
disputes arising in connection with the Share Issue will be settled by a court
of competent jurisdiction in Finland.
Other Issues
Other issues relating to the Share Issue may be resolved by the Board of
Directors.
For more information relating to the subscription of the New Shares, see "-
Instructions for the Subscribers in the Share Issue" below.
Instructions for the Subscribers in the Share Issue
Prior to making a decision, a person considering subscribing for New Shares
should carefully review the information contained in the Offering Circular, and
in particular, the information presented in "Risk Factors" in the Offering
Circular.
Subscription Period
The subscription period for the New Shares will commence on 28 November 2016 at
10:00 a.m. (Finnish time) and end on 22 December 2016 at 4:00 p.m. (Finnish
time).
Registration of Shares to Book-Entry System
The New Shares will be registered to and issued in a book-entry system
maintained by Euroclear Finland and will be delivered to the Creditors through
the book-entry system maintained by Euroclear Finland. The subscribers should,
at a sufficiently early stage, ensure that they have a book-entry account in the
book-entry system maintained by Euroclear Finland.
Subscription by Entities
The Company may, at its sole discretion, request clarifications from an entity
subscribing for New Shares proving that the entity making the subscription has
the right to subscribe for New Shares and that the natural persons acting on the
entity's behalf have the right to act on behalf of such entity.
Subscription as an Agent
The Creditors can subscribe for the New Shares offered in the Share Issue
through an agent. In such case, the agent must present his/her authority to act
on behalf of the Creditor by presenting a power of attorney in the form approved
by the Company.
Fees Will Not Be Charged to Creditors
The expenses of subscription of New Shares will not be charged to the Creditors
by the Company.
Customary fees relating to ordinary stock transactions may be charged to the
Creditors by custodians, account operators and stock brokers.
Custodians and account operators will charge fees in accordance with their price
list for the maintenance of the book-entry account and for the entries
registered in the book-entry account.
Taxation
See "Taxation" in the Offering Circular for information on the taxation of the
subscription of the New Shares.
Contracts Relating to the Share Issue
S-Pankki Oy is acting as issuer's agent in relation to the registration and
listing of the New Shares.
There are no lock-up arrangements relating to the Share Issue.
Entities acting as intermediaries in secondary markets have not given
commitments in order for them to enhance the liquidity of the New Shares through
bid and offer rates.
No arrangements or agreements have been made in order to stabilise the price of
the Shares in connection with the Share Issue.
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