PKC Group Oyj - Tender offer

Preliminary results of MSSL Estonia WH OÜ’s public tender offer for all shares and stock options in PKC Group Plc

PKC Group Plc       Company Announcement   22 March 2017       1:45 p.m.



THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN
WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 



Preliminary results of MSSL Estonia WH OÜ’s public tender offer for all shares
and stock options in PKC Group Plc 



MSSL Estonia WH OÜ (the "Offeror"), a wholly-owned indirect subsidiary of
Motherson Sumi Systems Limited ("MSSL"), commenced on February 6, 2017 a
voluntary recommended public tender offer to purchase all the issued and
outstanding shares and stock options in PKC Group Plc ("PKC") that are not
owned by PKC or any of its subsidiaries (the "Tender Offer"). The offer period
under the Tender Offer expired on March 21, 2017. 



The Offeror has announced today on March 22, 2017 that according to the
preliminary result of the Tender Offer, the shares tendered in the Tender Offer
represent approximately 94.14 percent of all the shares and voting rights in
PKC. In addition, approximately 75.79 percent of the stock options in PKC have
been tendered in the Tender Offer, which implies, together with the tendered
shares, a holding of approximately 93.71 percent of all the shares and voting
rights in PKC fully diluted for the outstanding stock options. 



The Offeror has announced today on March 22, 2017 that it will complete the
Tender Offer in accordance with its terms and conditions provided the final
result confirms that the shares tendered in the Tender Offer represents more
than 90 percent of all shares and voting rights in PKC and all other conditions
to complete the Tender Offer continue to be fulfilled. 



The Offeror has announced today on March 22, 2017 that the final result of the
Tender Offer will be confirmed and announced on or about March 24, 2017. The
settlement of the completion trades will take place on or about March 29, 2017. 



The release of the Offeror referred to above is attached in its entirety as
Appendix to this stock exchange release. 



PKC Group Plc



Board of Directors



Matti Hyytiäinen

President & CEO



For additional information, contact:

Matti Ruotsala, Chairman of the Board of Directors, PKC Group Plc, contact
Sinikka Ravander, Tel. +358 40 1209 277, sinikka.ravander@pkcgroup.com 



Distribution



Nasdaq Helsinki

Main media

www.pkcgroup.com



APPENDIX: Release of MSSL



PKC Group is a global partner, designing, manufacturing and integrating
electrical distribution systems, electronics and related architecture
components for the commercial vehicle industry, rolling stock manufacturers and
other selected segments. The Group has production facilities in Brazil, China,
Germany, Lithuania, Mexico, Poland, Russia, Serbia and the USA. The Group's
revenue from continuing operations in 2016 totalled EUR 846 million. PKC Group
Plc is listed on Nasdaq Helsinki. 





DISCLAIMER



THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN
WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 



THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL
ACCEPT THE TENDER OFFER FOR THE SHARES AND THE STOCK OPTIONS ONLY ON THE BASIS
OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND. 



THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF OR THE INTERNET OR OTHERWISE) OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES
EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH
USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG. NO HOLDER AND ANY PERSON ACTING FOR THE
ACCOUNT OR BENEFIT OF A HOLDER IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT THE TENDER OFFER. 



PKC’S SHARES HAVE NOT BEEN AND WILL NOT REGISTERED UNDER THE US SECURITIES ACT
OF 1933, AS AMENDED (THE ”SECURITIES ACT”), OR UNDER ANY OF THE RELEVANT
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF
AMERICA. PKC’S SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT OR IN A TRANSACTION NOT
SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Attachments:

Release of MSSL.pdf