Finnlines - Company Announcement

FINNLINES PLC STOCK EXCHANGE RELEASE II

Helsinki,Finland, 2013-05-07 12:13 CEST (GLOBE NEWSWIRE) -- Finnlines Plc      
    Stock exchange release II             7 May 2013 at 13:13 



NOT FOR RELEASE, 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. 



FINNLINES BOARD OF DIRECTORS HAS DECIDED ON A RIGHTS ISSUE OF 28.8 MILLION EUROS



The board of directors of Finnlines Plc ("Finnlines" or "Company") has today
decided on a rights issue in a maximum amount of approximately 28.8 million
euros based on the authorisation granted at the annual general meeting on 16
April 2013 (“Offering”). Finnlines will offer a maximum of 4,682,104 new shares
(“New Shares”) in accordance with the shareholders' pre-emptive subscription
right. The New Shares to be issued in the Offering represent a maximum of
approximately 10.0 per cent of the total shares and voting rights in the
Company prior to the Offering. 



The subscription period begins on 17 May 2013 at 9:30 a.m. and ends on 31 May
2013 at 4:30 p.m. (Finnish time). The subscription price (“Subscription Price”)
for the New Shares is EUR 6.15 per New Share. 



Shareholders of the Company who are registered in the shareholders' register
maintained by Euroclear Finland Ltd on the record date of 13 May 2013 or, in
respect of nominee registered shares, shareholders on whose behalf shares are
registered in the shareholders' register on the record date automatically
receive one (1) freely transferable subscription right (“Subscription Right”)
in the form of a book-entry for every one (1) shares owned on the record date.
Each ten (10) Subscription Rights will entitle holders to subscribe for one (1)
New Share. Trading in the Subscription Rights on NASDAQ OMX Helsinki Ltd
(“Helsinki Stock Exchange”) will commence on 17 May 2013 at 9:30 a.m. and end
on 24 May 2013 at 6:30 p.m. (Finnish time). A shareholder or other investor who
has subscribed for New Shares based on Subscription Rights is entitled to
subscribe for New Shares that remain unsubscribed for based on Subscription
Rights. The Subscription Price represents a discount of approximately 11.4 per
cent on the theoretical ex-rights price (TERP) based on the closing price of
Finnlines' share at the Helsinki Stock Exchange on 6 May 2013. 



The aggregate net proceeds to Finnlines from the Offering, after deduction of
the costs related to the Offering, will be approximately EUR 28.4 million
provided that the Offering is subscribed in full. The net proceeds of the
Offering are intended to be used to strengthen the Company's balance sheet and
for loan amortisation. 



The Company's largest shareholder, Grimaldi Compagnia di Navigazione S.p.A.,
holding approximately 69.56 per cent of the shares and votes of the Company,
has on 30 April 2013 irrevocably committed on its own and its subsidiaries'
behalf to subscribe for its relative portion of the New Shares in the Offering.
In addition to the subscription undertaking, Grimaldi Compagnia di Navigazione
S.p.A. has given an underwriting commitment concerning all New Shares that
would otherwise possibly remain unsubscribed for in the Offering. The
subscription and underwriting undertaking given by Grimaldi Compagnia di
Navigazione S.p.A. on its own and its subsidiaries' behalf, thus, represents
100 per cent of the maximum amount of the New Shares in the Offering. There is
no subscription fee to be paid for this underwriting. 



In relation to the Offering, the Company has filed a prospectus in Finnish for
approval by the Finnish Financial Supervisory Authority. Assuming that the
prospectus is approved by 15 May 2013, it will be available on or about 17 May
2013 at the Finnlines headquarters, Porkkalankatu 20 A, 00180 Helsinki,
Finland, at the Helsinki Stock Exchange, Fabianinkatu 14, 00100 Helsinki and in
digital form on the Company's web pages www.finnlines.com. The approval of the
prospectus will be announced separately. 



Finnlines will announce the preliminary results of the Offering on or about 3
June 2013 and the final results on or about 5 June 2013. 



The full terms and conditions of the Offering are set out in the appendix to
this stock exchange release. Pohjola Corporate Finance Ltd is the lead manager
of the Offering. 







Helsinki, 7 May 2013







FINNLINES PLC

Seija Turunen
CFO



Tapani Voionmaa
Group General Counsel



Additional information

Seija Turunen, CFO, tel. +385 50 565 4403





Distribution

NASDAQ OMX Helsinki Oy

www.finnlines.com



Finnlines is one of the biggest shipping operators of ro-ro and passenger
services in Northern Europe. The Company is listed on NASDAQ OMX Helsinki Ltd
and is a part of the Italian Grimaldi Group, one of the world's largest
operators of the Motorways of the Sea in Europe for both passengers and
freight. The Company's sea transports are concentrated in the Baltic and the
North Sea. In addition to cargo, the Company transports passengers on board of
13 ro-pax vessels between five countries and ten ports. The Company has
subsidiaries or sales offices in Germany, Belgium, the United Kingdom, Sweden,
Denmark, Luxembourg and Poland and a representative office in Russia. In
addition to sea transportation, the Company provides port services in Finland
in Helsinki, Turku and Kotka, which are the most important seaports in Finland. 





DISCLAIMER

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. 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 or offering circular distributed 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 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 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. 



This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) 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. 



Appendix:

Terms and Conditions






                      TERMS AND CONDITIONS OF THE OFFERING

The annual general meeting of Finnlines Plc (the ‘Company') held on 16 April
2013 authorised the Company's board of directors to resolve on the issuance of
shares in one or several tranches. The aggregate number of shares to be issued
shall not exceed 10,000,000 shares corresponding to approximately 21.4 per cent
of all the outstanding shares of the Company (the ‘Existing Shares') at the
date of the annual general meeting. The authorisation is valid until the annual
general meeting to be held in 2014. 



On 7 May 2013, the board of directors of the Company resolved, based on the
above authorisation of the annual general meeting, to issue a maximum of
4,682,104 new shares (the ‘Offer Shares') through a share issue based on the
pre-emptive subscription right of shareholders as set forth in these terms and
conditions (the ‘Offering'). 



The maximum number of Offer Shares to be issued in the Offering represents
approximately 10.0 per cent of the Existing Shares and voting rights in the
Company before the Offering and approximately 9.1 per cent of the total shares
and voting rights in the Company after the Offering provided that the Offering
is subscribed in full. 



Pohjola Corporate Finance Oy (the ‘Lead Manager') acts as Lead Manager of the
Offering. 



Right to Subscribe

Primary Subscription



The Offer Shares will be offered for subscription by the shareholders of the
Company in proportion to their shareholding in the Company. 



A shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on the record date of 13 May 2013 of the
Offering (‘Record Date') or, in respect of nominee registered Existing Shares,
a shareholder on whose behalf the shares have been registered in the
shareholders' register,  will automatically receive one (1) freely transferable
subscription right (the ‘Subscription Right') as a book-entry (ISIN
FI4000062807) for every one (1) Existing Share owned on the Record Date. 



A shareholder, or another investor to whom the Subscription Rights have been
transferred, is entitled to subscribe for one (1) Offer Share for every ten
(10) Subscription Rights (the ‘Primary Subscription'). No fractions of Offer
Shares will be allotted. 



Secondary Subscription



A shareholder or another investor, who has subscribed for Offer Shares based on
Subscription Rights, is entitled to subscribe for Offer Shares not subscribed
for in the Primary Subscription (the ‘Secondary Subscription'). 



Subscription and Underwriting Undertaking

The Company's largest shareholder, Grimaldi Compagnia di Navigazione S.p.A.,
holding, together with its subsidiaries, approximately 69.56 per cent of the
Existing Shares and votes of the Company, has on 30 April 2013 irrevocably
committed on its own and its subsidiaries' behalf to subscribe for its relative
portion of the Offer Shares in the Offering. In addition to the subscription
undertaking, Grimaldi Compagnia di Navigazione S.p.A. has given an underwriting
commitment concerning all Offer Shares that would otherwise possibly remain
unsubscribed for in the Offering. The subscription and underwriting undertaking
given by Grimaldi Compagnia di Navigazione S.p.A. on its own and its
subsidiaries' behalf, thus, represents 100 per cent of the maximum amount of
the Offer Shares in the Offering. 



Subscription Price

The Offer Shares may be subscribed for in the Offering at the subscription
price of EUR 6.15 per Share (the ‘Subscription Price'). A portion of the
Subscription Price corresponding to the nominal value of two (2) euros of the
Offer Share will be recorded in the share capital and the remaining portion in
the invested unrestricted equity fund. The Subscription Price has been set such
that it includes a discount of approximately 12.4 per cent compared to the
closing price of EUR 7.02 of the Company's existing share on 6 May 2013, i.e.
the trading day of NASDAQ OMX Helsinki Oy (‘Helsinki Stock Exchange') preceding
the decision on the Offering. 



Subscription Period

The subscription period will commence on 17 May 2013 at 9:30 a.m. (Finnish
time) and expire on 31 May 2013 at 4:30 p.m. (Finnish time) (the ‘Subscription
Period'). Account operators may impose a deadline for subscription that is
earlier than the expiry of the Subscription Period. 



Subscription for Shares and Payments

A holder of Subscription Rights may participate in the Offering by subscribing
for Offer Shares pursuant to the Subscription Rights registered on his or her
book-entry account and by paying the Subscription Price corresponding to the
Offer Shares. 



A shareholder, or another investor who has subscribed for Offer Shares based on
Subscription Rights have been transferred, may subscribe for Offer Shares in
the Secondary Subscription by giving a subscription assignment and paying the
Subscription Price corresponding to the Offer Shares. The subscription
assignment shall be given in accordance with the instructions given by the Lead
Manager or the relevant account operator. The subscription made in the
Secondary Subscription shall be made simultaneously with the subscription on
the basis of Subscription Rights. 



Subscription orders can be submitted in the following subscription places:



  -- at the offices of the cooperative banks belonging to the OP-Pohjola Group
     and of Helsinki OP Bank Plc during their business hours;



  -- via the OP call service at +358 (0) 100 0500. Customers subscribing through
     the call service need a personal network service agreement with the
     OP-Pohjola Group. When subscribing through the call service, the
     identification of the shareholder will be confirmed by network
     identification codes; and



  -- with account operators who have an agreement with the Lead Manager
     regarding receipt of subscriptions.



The Subscription Price in respect of the Offer Shares in the Offering shall be
paid in full at the time of submitting the subscription assignment in
accordance with the instructions given by the Lead Manager or the relevant
account operator. 



Shareholders and other investors participating in the Offering whose Existing
Shares or Subscription Rights are held through a nominee must submit their
subscription assignments in accordance with the instructions given by their
nominee. 



Subscriptions in the Primary Subscription and in the Secondary Subscription are
irrevocable and may not be modified or cancelled otherwise than as stated in
section ‘Cancellation of Subscriptions under Certain Circumstances'. 



Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 31 May 2013 at 4:30 p.m. will expire without any compensation. 



Cancellation of Subscriptions under Certain Circumstances

The Company will, without delay, publish a correction or an amendment to the
prospectus relating to the Offering (the ‘Offering Circular') if a mistake or
inaccuracy is discovered in the Offering Circular or if a significant new
factor occurs after the approval of the Offering Circular but before trading in
the interim shares representing the Offer Shares commences in the Helsinki
Stock Exchange and if the information is capable of having significant effect
for an investor. An investor who has committed him/herself to subscribe for the
Offer Shares before the publication of the correction or amendment has the
right to cancel his or her decision within a specified period which shall not
be less than two banking days from the date of publication of the correction or
amendment. A condition precedent for the cancellation right to emerge shall
also be that the mistake, in accuracy or significant new factor has been
discovered before the interim shares representing the Offer Shares have been
admitted to trading on the Helsinki Stock Exchange. The withdrawal of a
subscription applies to the subscription to be withdrawn as a whole. The right
to withdraw and the procedure for such withdrawal right will be announced
together with any such possible supplement to the Offering Circular through a
stock exchange release. If the holder of a Subscription Right has sold or
otherwise transferred the Subscription Right, such sale or transfer cannot be
cancelled. 



Trading of the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights in
trading any time before the trading in Subscription Rights ends in the Helsinki
Stock Exchange. The Subscription Rights are subject to trading on the Helsinki
Stock Exchange between 17 May 2013 at 9:30 a.m. (Finnish time) and 24 May 2013
at 6:30 p.m. (Finnish time). 



Approval of the Subscriptions

The board of directors of the Company will approve all subscriptions based on
Subscription Rights made in accordance with these terms and conditions of the
Offering and applicable laws and regulations. 



If all Offer Shares to be issued in the Offering have not been subscribed for
by virtue of the Subscription Rights, the board of directors of the Company
will resolve to allocate such unsubscribed Offer Shares as follows: 



  -- primarily to those shareholders or other investors who have made a
     Secondary Subscription. In case of over-subscription by these subscribers,
     the subscriptions made by shareholders or other investors will be approved
     per book-entry account in proportion to their Subscription Rights exercised
     in the Primary Subscription, but not more than up to the maximum number of
     the Secondary Subscription made, and if this is not possible, by drawing
     lots. If several subscription assignments are given concerning a certain
     book-entry account, these subscription assignments are combined as one
     subscription assignment concerning a certain book-entry account; and



  -- secondarily to the party referred to in these terms and conditions of the
     Offering that has given an underwriting commitment in accordance with the
     terms and conditions of such underwriting commitment to the effect that the
     subscription period for subscription based on the underwriting commitment
     ends, in deviation from section "Subscription Period", on 5 June 2013 at
     9:30 a.m. (Finnish time).



The Company's board of directors will approve the subscriptions on or about 5
June 2013. The Company will publish the final result of the Offering in a stock
exchange release on or about 5 June 2013. Should the subscriber not receive all
Offer Shares subscribed for in the Secondary Subscription, the subscription
price for the Offer Shares not received by the subscriber will be repaid to the
bank account informed by the subscriber in connection with the subscription on
or about 6 June 2013. No interest will be paid for the repayable funds. 



Registration of the Offer Shares to the Book-entry Accounts

The Offer Shares subscribed for in the Offering by virtue of the Subscription
Rights will be recorded on the subscriber's book-entry account after the
registration of the subscription as interim shares (ISIN Code FI4000062815),
corresponding to the new Shares. The interim shares are combined with the
existing share class of the Company (ISIN Code FI0009003644) on or about 6 June
2013. The Offer Shares subscribed for and approved in the Secondary
Subscription will be recorded on the subscriber's book-entry account after the
registration of Offer Shares with the Trade Register, on or about 6 June 2013. 



Shareholder Rights

The Offer Shares will entitle their holders to full dividend and other
distribution of funds declared by the Company, if any, and to other shareholder
rights in the Company after the Offer Shares have been registered with the
Trade Register and in the Company's shareholder register, on or about 6 June
2013. 



Transfer Tax and Other Expenses

No transfer tax is payable on the share subscription. Account operators and
securities intermediaries executing orders in respect of Subscription Rights
may charge the investor a commission in accordance with their own price lists.
The account operators charge also fee for maintenance of the investor's
book-entry account and custody of the Offer Shares and Subscription Rights. 



Foreign shareholders

The Company has not undertaken any measures to offer the Offer Shares anywhere
else than in Finland and the Offer Shares will not be offered to a person
participation in the Offering would a separate prospectus or other than Finnish
measures. The regulation of certain jurisdictions may set limits to
participation in the Offering. 



Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are
available for review as of the start of the Subscription Period at the head
office of the Company, Porkkalankatu 20 A, FI-00180 Helsinki. 



Applicable Law and Dispute Resolution

The Offering and the Offer Shares shall be governed by the laws of Finland. Any
disputes arising in connection with the Offering shall be settled by the court
of jurisdiction in Finland. 



Other Issues

Other issues and practical matters relating to the Offering will be resolved by
the Board of Directors of the Company. 



Additional information on the subscription of Shares is in section
‘Instructions to shareholders and subscribers' of the Offering Circular.