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2011-06-10 11:45:00 CEST 2011-06-10 11:45:03 CEST REGULATED INFORMATION Tiimari Oyj Abp - Major shareholder announcementsTIIMARI PLC: SECURITIES MARKET ACT, CHAPTER 2, SECTION 10 NOTIFICATION FROM ASSETMAN OYTIIMARI PLC STOCK EXCHANGE RELEASE 10 June 2011 at 12.45 SECURITIES MARKET ACT, CHAPTER 2, SECTION 10 NOTIFICATION FROM ASSETMAN OY The company has received from Assetman Oy a notification referred in Securities Market Act Chapter 2 § 9 regarding the possible change in the shares and voting rights of Tiimari Plc. The possible change is a result of the Assetman Oy's subscription commitments and purchase agreements of Tiimari Plc as published on 10 June 2011 regarding planned financing arrangement. No change of the shares owned have occurred, the flagging in this context refers only to the below outlined rights issue and the directed share issue and potentially significant change in the shares and voting rights in the future. Notification based on the Securities Market Act Chapter 2 Section 10, the company announces the following: 1. Identity of the issuer of shares: Tiimari, Business ID 0106264-1 2. Reason for the notification: Tiimari published on 10 June 2011 the planned financing arrangement for the subscription and purchase commitments, signing contracts, and informing the content of the proposed financing arrangement. 3. The Full Name of the Company with the Notification Obligation: Assetman Oy, Business ID 0748885-4 4. Date of the transaction and date on which ownership was determined: Commitments on 9 June 2011 5. Threshold, which can be achieved, above or below: Assetman Oy's shareholding falls below 1 / 10 assuming the planned rights issue and a directed share issue is finalized, the guarantees and commitments pursuant to the plan are realized (a potential shortfall referred in Sections 6.2 and 6.3, and further details in paragraph 7). 6. Required information: 6.1. Number of shares held prior to the potential change Assetman Oy owns 1,740,645 Tiimari's shares, representing 10.56% of the shares and votes. 6.2. Number of shares held after the potential change Assetman Oy owns currently 1,740,645 shares, which is 0.46% of the outstanding shares and voting rights after the potential implementation of the arrangement. As a result of the underwriting commitments of the Subscription Rights Offering potentially: 12,520,876 shares, 3.29% of the shares and votes after the arrangement possible after the completion of the outstanding shares and voting rights. As a result of the underwriting commitments of the Directed share potentially: 8,666,666 shares, 2.28% arrangement possible after the completion of the outstanding shares and voting rights. Shares of the purchase commitments would come from the purchasing shares: 14,172,217 shares, 3.72% of the shares and votes after the arrangement possible after the completion of the outstanding shares and voting rights. 6.3. Total If Tiimari's financial arrangement designed to take place only in accordance with commitments (see details in section 7), and no other changes of Tiimaris Plc.'s outstanding shares and votes in the number or Assetman Ltd's number of shares held would take place before the realization, the shareholding of Assetman Oy in Tiimari Plc would be after the arrangement as follows: Dedicated to the number of shares 37,100,404 shares and votes 9.74% 7. Details Tiimari on 10 June 2011 published the proposed financing arrangement relating to agreements and commitments. Assetman Oy owns on the date of this notice 1,740, 645 Tiimari Plc shares, representing 10.57% of total Tiimari shares and votes. Tiimari has announced plans on 10 June 2011 regarding financing arrangement, which will comprise a maximum of about EUR 14.83 million in rights issue and a total of up to EUR 23.8 million in directed share issue. Tiimari has announced to have received underwriting and guarantees a total of EUR 11.0 million shares in the rights issue and in the directed share issue the underwriting totaling approximately EUR 21.8 million. Assetman Oy has submitted underwriting to subscribe for shares held under 12,520,876 shares in the Rights Issue. Assetman Oy has given a commitment to subscribe 8,666,666 shares in a directed share issue by offsetting its convertible capital loan receivables from Tiimari Plc. Assetman Ltd has also made the purchase agreements relating to share issues, a total acquisition of shares of 14,172,217. Assumptions and conditionality Commitments are conditional upon the following conditions: 1. Tiimari's Extraordinary General Meeting grants the necessary authorization to implement the offerings, 2. Tiimari's Board decides to initiate the offerings at no later than 31 October 2011, and 3. Tiimari implements these offerings. Flagging notification as described above, the financial arrangements and agreements made under the following assumptions: 1. the Extraordinary General Meeting grants the authorization of the share issue, 2. in the subscription rights issue, as published on 10 June 2011 by Tiimari Plc, only the EUR 11.0 million of subscription commitments and guarantees in accordance with the number of shares take place, and 3. in the directed share issue, as published on 10 June 2011 by Tiimari Plc, only the EUR 21.8 million of subscription commitments in accordance with the number of shares. Flagging notification regarding the Tiimari Plc shares (9.74%) corresponds to the proportion who Assetman Oy implementation of the arrangement should only be given in accordance with the commitments. Assetman Ltd's final stake will depend on the final amount of share issues. Niila Rajala Managing Director Tiimari Plc Further information: Managing Director Niila Rajala, tel. + 358 (0)3 812911, e-mail: niila.rajala@tiimari.fi Chief Financial Officer Kai Järvikare, tel. +358 44 7129475, e-mail: kai.jarvikare@tiimari.fi Distribution: NASDAQ OMX Helsinki important news media www.tiimari.com Tiimari Plc is a listed company. The group consists of two retail shop concepts: Tiimari and Gallerix. These two concepts do business in five countries within the Baltic Sea region and there are altogether nearly 300 shops. All concepts belong to the forerunners of their market segment. |
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