Tulikivi Oyj - Company Announcement

Tulikivi Corporation´s Prospectus Approved

TULIKIVI CORPORATION                         STOCK EXCHANGE RELEASE

                                                                   9 October
2013, at 15.55 











Tulikivi Corporation's Prospectus Approved



Not for publication or distribution, directly or indirectly, in or into the
United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan
or any other jurisdiction in which the distribution or release would be
unlawful. 



Finnish Financial Supervisory Authority has today 9 October 2013 approved
prospectus of Tulikivi Corporation (“Company”) related to the directed public
offering of the Company. The prospectus is available from 9 October 2013 from
the headquarters of the Company, address Kuhnustantie 10, 83900 Juuka, Finland,
during normal business hours, reception of NASDAQ OMX Helsinki Ltd. Service
Desk, at address Fabianinkatu 14, 00130 Helsinki, Finland as well as in
electronic format from Company´s homepage www.tulikivi.fi/osakeanti. The
prospectus is also available from 9 October 2013 until listing of the new
shares on or about 23 October 2013 from www.op.fi/merkinta. 



The Prospectus contains some previously undisclosed information, which
according to the Company may have a material impact on the value of the
securities. Such information is the following: 



  -- At the date of the prospectus (9 October 2013) the working capital of the
     Company is not sufficient to cover the Company's capital needs during the
     following 12 months. Without additional financing the working capital of
     the Company is sufficient until January 2014, if none of the existing loans
     of the Company are renewed or the share issue described in the prospectus
     is not closed.
  -- The Company fulfilled the financial covenants applicable to it on 30 June
     2013. With respect to the financial covenants regarding the ratio between
     net debt and working capital of the Tulikivi group, the Company has earlier
     this year agreed with its creditors to postpone the review of these
     covenants from end of second quarter (30 June 2013) to end of fourth
     quarter (31 December 2013). The management of the Company estimates that
     the Company does not fulfill financial covenant regarding the ratio between
     interest bearing debt and working capital of the Tulikivi group as of 31
     December 2013. In addition the Company may accrue additional one-off costs
     related to the performance improvement programme of the Company in fall
     2013. If these costs realize, the management of the Company estimates that
     the Company does not fulfill the financial covenant regarding the ratio
     between net debt and working capital of the Tulikivi group as of 31
     December 2013. Thus the Company has negotiated with its creditors a waiver
     from the financial covenants regarding the ratio between interest bearing
     debt and working capital of the Tulikivi group as of 31 December 2013, and
     the ratio between net debt and working capital of the Tulikivi group as of
     31 December 2013 and 30 June 2014, according to which one-off costs of
     maximum of 3 million euros are not included when assessing the covenants.



The investors are instructed to acquaint themselves with the entire prospectus,
including the description of the risk factors. 



In Juuka, October 9, 2013



TULIKIVI CORPORATION

BOARD OF DIRECTORS



Additional information: Tulikivi Corporation, 83900 Juuka,  www.tulikivi.com

 -    Heikki Vauhkonen, Managing Director,  tel. +358 (0) 207 636 555

 -    Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384
937 



Distribution



NASDAQ OMX Helsinki

Key media



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, Singapore or Japan or any other jurisdiction in which the
distribution or release would be unlawful. 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. The Company does not intend
to register any portion of the offering in the United States or to conduct a
public offering of securities in the United States. 



The issue, exercise and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Pohjola Corporate Finance Oy assume 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 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
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published by the Company. 



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 legal entity which is a qualified investor as defined in article 2(1)(e) of
the Prospectus Directive; or (b) in the United Kingdom to qualified investors
who are: (i) investment professionals falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the"Order"), or (ii) persons falling within article 49(2) ("high net worth
companies, unincorporated associations, etc") 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 document or any of its contents. 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.