2017-07-18 13:00:09 CEST

2017-07-18 13:00:09 CEST


SÄÄNNELTY TIETO

Englanti
Nurminen Logistics Oyj - Other information disclosed according to the rules of the Exchange

Nurminen Logistics Plc        Stock Exchange Release       18 July 2017, at 14:00 P.M Finnish time


This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into the United States of America,
Australia, Canada, Hong Kong, Japan, South Africa or any other country where
such publication or distribution would violate applicable regulation or would
require any measure to be undertaken, in addition to the requirements under
Finnish law.
Nurminen Logistics has completed the issuance of EUR 1.5 million convertible
hybrid bond to ILMARINEN

Nurminen Logistics Plc (“Nurminen Logistics”, the “Company”) announced on 26
June 2017 on the capital arrangement, which consists of the rights offering of a
maximum of 29,229,764 new shares pursuant to the pre-emptive subscription rights
of current shareholders (the “Rights Offering”) and on the equity convertible
hybrid bond (the “Convertible Hybrid Bond”) between the Company and Ilmarinen
Mutual Pension Insurance Company (“Ilmarinen”).

The completion of the Convertible Hybrid Bond was conditional to the
authorization granted by the Company’s Extraordinary General Meeting of
Shareholders to the Board of Directors to resolve on share issues and issuance
of special rights entitling to shares. The Company announced on 17 July 2017
through a separate stock exchange release on the decision of the Extraordinary
General Meeting of Shareholders authorizing the Board of Directors of the
Company to resolve on the share issues and on the issuance of special rights
entitling to shares corresponding to a maximum of 5,330,000 new shares in the
Company.

The Board of Directors of Nurminen Logistics completed the issuance of a EUR 1.5
million Convertible Hybrid Bond to Ilmarinen pursuant to the authorization
granted by the Company’s Extraordinary General Meeting of Shareholders on 17
July 2017. Ilmarinen subscribed for the Convertible Hybrid Bond in full by
setting off the Company’s payment obligations to Ilmarinen pertaining to
repurchase of certain real estate properties. The Convertible Hybrid Bond may be
converted to a maximum of 5,330,000 shares in the Company in accordance with the
terms and conditions of the Convertible Hybrid Bond. The Convertible Hybrid Bond
bears a fixed interest rate of 4.00 per cent per annum until 31 December 2020,
and thereafter, the fixed interest rate of 8.00 per cent per annum, unless
otherwise provided in its terms and conditions. The Convertible Hybrid Bond has
no maturity date, but the Company is entitled to redeem it at any time in
accordance with its terms and conditions. The purpose of the Convertible Hybrid
Bond is to strengthen the balance sheet of the Company and to relieve the debt
structure of the Company. The terms and conditions of the Convertible Hybrid
Bond will be available at the Company’s webpage.

A hybrid bond is an instrument, which is subordinated to the Company’s other
debt obligations and which is treated as equity in the IFRS financial
statements.

Pursuant to the terms and conditions of the Rights Offering announced by the
Company on 26 June 2017, the share issue is, inter alia, subject to the
completion of the Convertible Hybrid Bond. As described above, the Company and
Ilmarinen have completed the Convertible Hybrid Bond and Ilmarinen has
subscribed for it in full. Therefore, this condition to the completion of the
Rights Offering has been satisfied.

According to the preliminary time schedule, Nurminen Logistics will announce the
preliminary result of the Rights Offering on or about 24 July 2017.

Nurminen Logistics Plc
Board of Directors

Further information, please contact:

Olli Pohjanvirta, Chairman of the Board of Directors, tel. +358 40 900 6977
Marko Tuunainen, President and CEO, tel. +358 10 545 7011

Distribution

Nasdaq Helsinki Ltd
Key media
wwww.nurminenlogistics.com

Nurminen Logistics is a listed company established in 1886 that offers logistics
services. The company provides high-quality forwarding, cargo handling and value
added services as well as railway transports and related to it project transport
services to its customers. The main market areas of Nurminen Logistics are
Finland, Russia and its neighbouring countries.

IMPORTANT INFORMATION

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, Hong
Kong, Japan, South Africa or any other country where such publication or
distribution would violate applicable regulation or would require any measure to
be undertaken, in addition to the requirements under Finnish law. The issue,
exercise or sales of securities in the offering are subject to specific legal or
regulatory restrictions in certain jurisdictions. The Company assumes no
responsibility in the event there is a violation by any person of such
restrictions.

The information contained herein shall not constitute an offer to sell or a
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 document
refers, unless they do so on the basis of the information contained in the
applicable prospectus published by the Company.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia).
This announcement is not an offer of securities for sale into the United States.
The securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered or sold in
the United States, unless registered under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act and in
compliance with any applicable state securities laws of the United States. There
is no intention to offer securities in the United States.

The Company has not authorized 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 by any measure
implementing the Prospectus Directive in that Relevant 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 announcement 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. This announcement and the offer when made
are only addressed to and directed at persons who (1) are outside the United
Kingdom, (2) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000,
Order 2005 as amended (the “Order”) or are persons falling within Article
49(2)(a) to (d) of the Order (“high net worth companies, unincorporated
associations, etc.”) or (3) to persons to whom an invitation or inducement
within the meaning of section 21 of the Financial Services and Markets Act 2000
may otherwise lawfully be communicated (all such persons together being referred
to as “Relevant Persons”). The information set out in this announcement must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.


07186460.pdf