Suominen Yhtymä - Company Announcement

The Board of Directors of Suominen Corporation has decided on the share issues required by the acquisition of Ahlstrom's Home and Personal wipes fabrics business area

Tampere, Finland, 2011-10-03 15:55 CEST (GLOBE NEWSWIRE) -- Suominen
Corporation                         Stock exchange release 3 October 2011 at
4.55 p.m. 

Not for release, publication or distribution in or into the United States,
Australia, Japan or Canada. 

The Board of Directors of Suominen Corporation has decided on the share issues
required by the acquisition of Ahlstrom's Home and Personal wipes fabrics
business area 

The Board of Directors of Suominen Corporation (”Suominen” or the ”Company”)
has on 3 October 2011 decided, based on the authorization granted by the
Extraordinary General Meeting of Shareholders on 12 September 2011, to execute
a share issue (the “Share Issue”) by offering a minimum of 188,888,889 and a
maximum of 266,666,667 new shares (the “Issued Shares”) to the public in
deviation from the shareholders' pre-emption rights with a price of EUR 0.45
per share for subscription. The subscription period of the Share Issue will
begin on 5 October 2011. 

Other terms and conditions of the Share Issue are set out in the appendix of
this stock exchange release. As the purpose of the Share Issue is to finance
Suominen's acquisition of Ahlstrom Corporation's Home and Personal wipes
fabrics business area (the “Transaction”), the Company has a weighty financial
reason to deviate from the pre-emptive subscription right of the shareholders. 

The Board of Directors has received from certain shareholders and investors
commitments to subscribe for the Issued Shares in the Share Issue that comprise
of a total of EUR 86,165,000 and 191,477,777 Issued Shares. Suominen has
previously published stock exchange releases concerning the Transaction and the
subscription commitments on 4 August 2011 and 29 September 2011. 

The Board of Directors of Suominen decided on 3 October 2011, based on the
authorization granted by the Extraordinary General Meeting of Shareholders on
12 September 2011, also on a share issue to the holders of Suominen's capital
loan of 2008 (the “Conversion Share Issue”). In the Conversion Share Issue, the
Company will offer to the holders of the capital loan of 2008 a maximum of
8,888,888 new shares of the Company (the “New Shares”) for subscription in
deviation from the shareholders' pre-emption rights. The subscription price of
the New Shares is EUR 0.45 per share. The precondition for the realization of
the new syndicate loan arrangement that has been agreed in order to finance the
Transaction is that the holders of the capital loan of 2008 are offered the
option to convert their shares of the capital loan into shares of the Company.
Therefore, the Company has a weighty financial reason to deviate from the
pre-emptive subscription right of the shareholders. Ilmarinen Mutual Pension
Insurance Company, Tapiola Mutual Pension Insurance Company, Foundation for
Economic Education, Finnish Cultural Foundation and Yleisradion eläkesäätiö
have given commitments to convert the their shares of the capital loan into
shares of the Company in the Conversion Share Issue of Suominen. The total
amount of commitments is EUR 2,160,000 which is 54.0 per cent of the current
capital loan of EUR 4,000,000. 

The results of the Share Issue and Conversion Share Issue will be published on
approximately 13 October 2011. 

The Company has submitted the prospectus related to the Share Issue in Finnish
to the Financial Supervisory Authority of Finland for approval. The approval is
expected to be obtained on approximately 3 October 2011. The prospectus will be
available in Finnish on the website of Suominen at www.suominen.fi and on the
website of the subscription place at www.acf.fi on approximately 3 October 2011
and in the subscription place at Alexander Corporate Finance Oy on 4 October
2011 at the latest. 


Helsinki, 3 October 2011

Suominen Corporation

Board of Directors


For additional information please contact:
Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300


Appendix: Terms and conditions of the Share Issue


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, Canada, Japan or any other jurisdiction in which the
same would be unlawful. 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 in the United
Kingdom. No prospectus has been or will be approved in the United Kingdom in
respect of the securities. This release does not cover offering of securities
in the United Kingdom 

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. 

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. 

Alexander Corporate Finance Oy is acting exclusively for Suominen Corporation
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
Suominen Corporation 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 Alexander Corporate Finance Oy 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. Alexander
Corporate Finance Oy 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.

Attachments:

Terms-share-issue-2011.pdf