2007-09-07 14:24:00 CEST
2007-09-07 14:24:00 CEST
REGULATED INFORMATION
Kasola Oyj - Company Announcement
KASOLA PLC BECOMES NURMINEN LOGISTICS PLC
KASOLA PLC STOCK EXCHANGE RELEASE 7 September 2007
KASOLA PLC BECOMES NURMINEN LOGISTICS PLC
Kasola Plc, its major shareholders Jari Bachmann, Sanni Bachmann, Kirta
Forsström and Maturiala LLC (“Major Shareholders”) as well as John Nurminen LLC
have on 7 September 2007 signed an agreement (“Agreement”) whereby Kasola Plc
becomes a logistics business company. Propositions to be presented to an
Extraordinary General Meeting of Shareholders of Kasola Plc to be convened later
shall include decisions regarding the sale of all current business activities of
Kasola Plc and the acquisition of new business activities as well as authorising
the Board of Directors to decide on a share issue and on the change of the name
of Kasola Plc to Nurminen Logistics Plc.
After receiving information on the business arrangement and after a preliminary
evaluation of the arrangement, the Board of Directors of Kasola Plc has with
respect to certain sections commited to the Agreement and states provisionally
that the arrangement is, considering the future activities and general aspects
of Kasola Plc, in accordance with the interests of the shareholders of Kasola
Plc. Major Shareholders and certain other shareholders of Kasola Plc, who have
been informed provisionally on the arrangement, representing approximately 69.7
percent of all shares and 90.8 percent of all votes, have announced that they
are provisionally in favor of the proposed measures.
Pursuant to the Agreement, the employment relationship of the Managing Director
of Kasola Plc, Jari Bachmann, expires. Pursuant to the Agreement, the Board of
Directors of Kasola Plc has appointed Tapani Väljä to act as an interim Managing
Director.
The main points of the Agreement are:
1. John Nurminen LLC becomes a shareholder of Kasola Plc
2. The election of a new Board of Directors and a new auditor
3. The sale of current business activities of Kasola Plc
4. The transfer of the logistics business activities of John Nurminen LLC to
Kasola Plc
5. The granting of share issue authority
6. The alteration of the voting K-shares of Kasola Plc into A-shares
7. The changing of the name of Kasola Plc to Nurminen Logistics Plc
1. John Nurminen LLC becomes a shareholder of Kasola Plc
Pursuant to the Agreement, the Major Shareholders of Kasola Plc undertake to
sell to John Nurminen LLC and John Nurminen LLC undertakes to buy 232,400
A-shares of Kasola Plc for a price of five (5) euros per share. After the
completion of the aforesaid transaction the largest shareholders of Kasola Plc
shall be:
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| Shareholder | K-shares | A-shares | % of shares | % of votes |
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| Autocarrera LLC | | 428,751 | 17.29% | 5.24% |
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| Jari Bachmann | 33,000 | 255,500 | 11.64% | 11.19% |
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| Sanni Bachmann | 33,000 | 255,500 | 11.64% | 11.19% |
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| Kirta Forsström | 33,000 | 255,500 | 11.64% | 11.19% |
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| John Nurminen LLC | | 232,400 | 9.37% | 2.84% |
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| Maturiala LLC | 201,000 | | 8.11% | 49.15% |
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| Other [260, as of | | 751,479 | 30.31% | 9.19% |
| 30 June] | | | | |
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| Total | 300,000 | 2,179,130 | 100.00% | 100.00% |
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Every K-share has 20 votes and every A-share listed in the Helsinki Stock
Exchange has one (1) vote.
According to an interpretation confirmed today by the Financial Supervision
Authority (“FinFSA”) the signing of the Agreement has produced an obligation for
the Major Shareholders of Kasola Plc, and also John Nurminen LLC after it has
become shareholder in Kasola plc, to make a public tender offer according to
Section 10 Chapter 6 of the Securities Market Act with respect to the shares of
Kasola Plc. The FinFSA has granted an exemption to the parties under the
obligation to commence the public tender offer. The exemption is conditional
upon that the tender offer procedure will begin on 10 December at the latest and
a combined tender offer document and prospectus as set forth in chapter 2 of
Finnish Securities Market Act will be published. In the public tender offer the
offered price per share shall be five (5) euros.
John Nurminen LLC has, in an agreement made with the Major Shareholders of
Kasola Plc, committed to perform the duties of the Major Shareholders in
connection with the public tender offer.
Pursuant to the Agreement, John Nurminen LLC undertakes to redeem for a price of
6.80 euros per share 60 percent of the shares of Kasola Plc that the Major
Shareholders have had in their possession on the day preceding the public tender
offer period and the day after the public tender offer period as well as on 30
June 2010. This undertaking applies to all current shareholders of Kasola Plc.
If the amount of shares of other shareholders of Kasola Plc varies from the
aforementioned three (3) dates, the 60 percent amount is calculated from the
lowest amount of shares. Pursuant to the Agreement, John Nurminen LLC is not
liable to redeem shares from other shareholders besides the Major Shareholders,
should the making of a redemption offer be clearly unjustifiable taking into
consideration the stock exchange quotation, liquidity and volatility of the
share of Kasola Plc. The aforedescribed redemption price is adjusted
correspondingly in the event any changes in the number of shares.
2. Election of a new Board of Directors and a new auditor
Pursuant to the Agreement John Nurminen LLC and the Major Shareholders undertake
to contribute to the General Meeting of Kasola Plc deciding to elect a new Board
of Directors for Kasola Plc. The current Board of Directors of Kasola Plc shall
remain in position until the conclusion of said General Meeting.
Furthermore, John Nurminen LLC and the Major Shareholders of Kasola Plc
undertake to contribute to the General Meeting electing KPMG LLC as the
company's new auditor in addition to the current auditor.
3. Sale of current business activities of Kasola Plc
Pursuant to the Agreement the Board of Directors of Kasola Plc shall propose to
the General Meeting the sale of all current business activities of Kasola Plc to
Maturiala LLC or a party appointed by Maturiala LLC. Maturiala LLC is owned by
Jari Bachmann, Sanni Bachmann and Kirta Forsström.
The transaction comprises all shares of the subsidiaries of Kasola Plc, Kaso LLC
and MK-Tresmer LLC, the real estate used in the activities of Kasola Plc,
leaseholds to and buildings on the said real estate as well as other assets and
liabilities related to the business activities. All employees of the
Kasola-group are transferred in the transaction as so-called “old employees”.
Pursuant to the Agreement the total purchase price to be paid for the business
activities of Kasola Plc is 7,000,000 euros. Kasola Plc estimates a sales profit
of 1.4 million euros to be entered as income from the transaction.
The transaction and any company law related procedures related thereto are aimed
to be completed by the end of the year 2007.
4. Transfer of logistics business activities of John Nurminen LLC to Kasola Plc
Pursuant to the Agreement John Nurminen LLC undertakes to transfer all its
railway operations, handling of goods and value-added services, special and
heavy transportation, customs clearance services, care logistics and
administrative units connected to the aforementioned services to Kasola Plc. The
annual turnover of the operations to be transferred is currently approximately
80,000,000 euros the main part of which consists of rail service operations.
According to an estimate by John Nurminen LLC, the business profit of the
business activities in 2007 are approximately 4,000,000 euros. The value of the
business activities to be transferred has in the Agreement been specified as
50,000,000 euros, of which 20,000,000 are net assets.
The transfer of logistics business activities to Kasola Plc are completed
through the full demerger of John Nurminen LLC. The transfer of the business
activities and any company law related procedures related thereto are aimed to
be completed so as to enable the aforementioned business activities to be
transferred to Kasola Plc by 1 January 2008.
John Nurminen has not previously prepared an IFRS-financial statement.
Consequently and resulting from the transfer of business activities through
demerger, economic indicators as required by the IFRS-standards can not be
provided in connection with the signing of the Agreement. The indicators
regarding the logistics business activities to be transferred are presented as
part of Kasola Plc, according to current estimates, as of the beginning of 2008.
Reference data regarding the preceding period are presented as pro forma
calculations as soon as such calculations are finished.
The value of the logistics business activities of John Nurminen LLC has been
specified as 50,000,000 euros in the Agreement. According to the Agreement, the
consideration for the business activities received by Kasola Plc shall be
10,000,000 new A-shares of Kasola Plc.
Pursuant to the Agreement, the Major Shareholders of Kasola Plc undertake to
contribute to the General Meeting of Kasola Plc authorising the Board of
Directors to issue 10,000,000 new A-shares as consideration for the business
activities of John Nurminen LLC to be transferred to Kasola Plc. The new shares
shall be given as demerger consideration to the shareholders of John Nurminen
LLC, namely Juha Nurminen and JN Uljas LLC, a company under the authority of
Juha Nurminen, Satu Lassila, Jukka Nurminen and Mikko Nurminen.
5. Granting of share issue authority
Pursuant to the Agreement, the Major Shareholders of Kasola Plc undertake to
contribute to the General Meeting of Kasola Plc authorising the Board of
Directors of Kasola Plc to decide on a directed share issues comprising a total
maximum amount of 20,000,000 A-shares (in addition to the aforementioned
10,000,000 A-shares to be given as consideration for the business activities of
John Nurminen LLC to be transferred) in order to, among other things, increase
the number of shareholders and finance future growth potential.
6. Transformation of the voting K-shares of Kasola Plc into A-shares
According to the Agreement John Nurminen LLC and the Major Shareholders of
Kasola Plc undertake to contribute to the General Meeting of Kasola Plc deciding
on the combination of the share classes of Kasola Plc by transforming voting
K-shares into A-shares so that for every five (5) K-shares, a Major Shareholder
receives four (4) new A-shares without consideration.
Pursuant to the Agreement, the combination of the share classes is completed
simultaneously or after the 10,000,000 aforementioned A-shares of Kasola Plc
paid as consideration for the logistics business activities of John Nurminen LLC
to be transferred have been duly registered.
After the aforementioned procedures the total amount of shares and votes of the
shareholders of John Nurminen LLC in Kasola Plc is approximately 80 percent and
the total amount of the Major Shareholders of Kasola Plc approximately 10
percent.
7. Changing of the name of Kasola Plc into Nurminen Logistics Plc
Pursuant to the Agreement John Nurminen LLC and the Major Shareholders of Kasola
Plc undertake to contribute to change the name of Kasola Plc into Nurminen
Logistics Plc after the aforementioned arrangement has been completed.
Pursuant to the Agreement pertaining to the arrangement John Nurminen LLC and
the Major Shareholders of Kasola Plc have agreed on the values to be utilised in
the arrangement. The arrangement is conditional to the Board of Directors of
Kasola Plc duly determining the fairness of the arrangement with respect to all
shareholders of Kasola Plc and obtaining the necessary expert opinions and a
so-called fairness opinion on the arrangement as a whole and with respect to the
individual parts of the arrangement. In addition, the arrangement is conditional
to the approval of the Extraordinary General Meetings of Kasola Plc and John
Nurminen LLC and that the arrangement has been completed by 29 February 2008 or
that the parties have agreed on an alternative method of completing the
arrangement.
Jari Bachmann as the Managing Director of Kasola Plc and representative of the
Major Shareholders comments:
”In my opinion the arrangement enables opportunities for the improved
development of the value of the share. With regard to Kaso LLC and MK-Tresmer
LLC, a return to the family business roots of these companies occurs. The
development of the value of the share of Kasola Plc has been modest as
appreciations have favored growing companies. With regard to current major
shareholders, an opportunity opens to remain as significant shareholders in
Nurminen Logistics also in the future and we do not intend to let go of our
holdings in the near future. I am also certain that the arrangement will further
the growth of Nurminen Logistics and financing opportunities both in Finland and
abroad.”
Juha Nurminen as the Chairman of the Board of John Nurminen LLC comments:
”Going public is a remarkable operation in the 121-year-old history of an old
family business. The purpose of this operation is to create possibilities for
growth and significant international activities. Family owners will continue
their strong presence also in the future and own approximately 80 percent of the
company after going public.”
Lasse Paitsola, the Managing Director of John Nurminen LLC also emphasizes the
importance of growth:
”John Nurminen Oy is a strong participant in the Finnish and Russian goods
transportation with nearly 800 own railway carriages and it is beginning
operations in the Vuosaari port center of the Port of Helsinki where it operates
a storage and goods handling real estate of approximately 50,000 square metres.
The shareholders want, through this arrangement, to make sure that preconditions
for the growth of activities and the financing of growth exist also through the
stock exchange.”, says Paitsola.
The business units of John Nurminen continue operating as usual and the listing
has no effect on the number of personnel.
”Going public provides better possibilities to provide more comprehensive
services to our customers in the future.” promises Paitsola.
KASOLA PLC
THE BOARD OF DIRECTORS
Juha Oikarinen
Chairman of the Board
Additional information:
Jari Bachmann 050-552 1193
Managing Director
Kaso LLC
Lasse Paitsola 0400-405 801
Managing Director
John Nurminen LLC
Tapani Väljä 0400-505 078
Managing Director
Kasola Plc
DISTRIBUTION
Helsinki Stock Exchange
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