Kemira Oyj - Company Announcement

Kemira Oyj: The Board of Directors has decided on a rights offering of approximately EUR 200 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR THE UNITED STATES. 

Kemira Group
Stock Exchange Release
November 23, 2009 at 12.40pm 

The Rights Offering in short

- A rights offering to raise gross proceeds of approximately EUR 200 million
through an issue of new shares with pre-emptive rights to existing shareholders
of Kemira Oyj 
- Subscription price of EUR 6.60 per share
- One (1) new share for every four (4) shares held on the record date
- Subscription period commences on December 1 and ends on December 18, 2009
- Trading with subscription rights commences on December 1 and ends on December
11, 2009 
- The four largest shareholders of Kemira have given subscription commitments
and guarantees representing in the aggregate 74.5 percent of the offer shares
offered in the rights offering 

Overview

Based on the authorization granted by the Extraordinary General Meeting of
shareholders earlier today on November 23, 2009, the Board of Directors of
Kemira Oyj (“Kemira” or the “Company”) has decided to carry out a rights
offering amounting to approximately EUR 200 million (the "Rights Offering"). 

The Board of Directors of Kemira decided to offer maximum of 30,297,557 new
shares (the "Offer Shares") in such a manner that the shareholders of Kemira
will have the pre-emptive right to subscribe for the Offer Shares in proportion
to their current shareholdings in the Company. Provided that the Rights
Offering is subscribed for in full, the Offer Shares will represent
approximately 19.50 percent of all shares outstanding and votes attached to
such shares after the completion of the Rights Offering. 

The subscription price of the Offer Shares in the Rights Offering will be EUR
6.60 per Offer Share. The subscription period will commence on December 1, 2009
and expire on December 18, 2009 at 8 p.m. (Finnish time). 

A shareholder, who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on the record date of the Rights Offering
on November 26, 2009 (the "Record Date"), will automatically receive one (1)
freely transferable subscription right (the “Subscription Right”), in the form
of a book-entry entitling to subscribe for the Offer Shares, for each existing
share of Kemira held on the Record Date. Every four (4) Subscription Rights
will entitle their holder to subscribe for one (1) Offer Share. No fractions of
the Offer Shares will be allotted. Public trading of the Subscription Rights on
the Helsinki Stock Exchange commences on December 1, 2009 and expires on
December 11, 2009. Shares will trade ex-rights from November 24, 2009. 

In addition, the existing shareholders of Kemira, who subscribe for the Offer
Shares pursuant to Subscription Rights, may subscribe for Offer Shares without
Subscription Rights in a secondary offering. Offer Shares will be allocated to
subscribers in the secondary offering in the event that not all the Offer
Shares have been subscribed for pursuant to the exercise of Subscription
Rights. 
Kemira will publish the final results of the Right Offering in a stock exchange
release on or about December 29, 2009. 

Detailed terms and conditions of the Rights Offering are attached to this stock
exchange release. 

Publication of the offering circular

In relation to the Rights Offering, the Company has submitted a Finnish
language offering circular for the approval of the Finnish Financial
Supervisory Authority, and such offering circular is expected to be published
on or about November 24, 2009. The Finnish language offering circular will be
available on Kemira's website www.kemira.fi > sijoittajat > osakeanti on or
about November 24, 2009 and at the subscription places for the Rights Offering
on or about November 27, 2009. 

Use of proceeds

Assuming that all of the Offer Shares are subscribed for in the Rights
Offering, the gross proceeds received by Kemira from the Rights Offering will
be approximately EUR 200 million. Kemira expects to pay up to EUR 6.0 million
in non-recurring fees and expenses in connection with the Rights Offering,
resulting in net proceeds of EUR 194.0 million. Kemira intends to use the net
proceeds from the Rights Offering to implement its growth strategy, to enable
the separation and listing of Tikkurila and to strengthen its balance sheet. 

Subscription commitments and guarantees

The four largest shareholders of Kemira, Oras Invest Ltd, Solidium Oy, Varma
Mutual Pension Insurance Company and Ilmarinen Pension Insurance Company
(together, the “Subscription Guarantors”), representing in the aggregate 48.7
percent of the existing shares, have irrevocably committed to subscribe in full
for the Offer Shares on the basis of the Subscription Rights allocated to them.
The subscription commitments represent in the aggregate 50.2 percent of the
Offer Shares. In addition, the Subscription Guarantors have undertaken to
subscribe for up to 7,369,952 Offer Shares that may remain unsubscribed for in
the Rights Offering. The subscription guarantees given by the Subscription
Guarantors represent in the aggregate 24.3 percent of the Offer Shares. 

SEB Enskilda is acting as the financial adviser of the Company. Nordea and SEB
Enskilda are acting as Joint Lead Managers. White & Case LLP act as
international and Finnish legal counsel for the Company in connection with the
Rights Offering. 

Helsinki, November 23, 2009

Kemira Oyj
Board of Directors

For further information, please contact:

For information about the Rights Offering, please call Kemira's Offering
Hotline at +358 10 86 22 666 or email info@kemira.com. 

Jyrki Mäki-Kala, CFO
Tel. +358 10 86 21589

Päivi Antola, Senior Manager, IR and Financial Communications
Tel. +358 10 862 1140

KEMIRA

Kemira is a global 2.8 billion euro chemicals company that is focused on
serving customers in water-intensive industries. The company offers water
quality and quantity management that improves customers' energy, water, and raw
material efficiency. Kemira's vision is to be a leading water chemistry
company. Its paints and coatings business, Tikkurila, aims to be the market
leader in decorative paints and selected wood and metal coatings in chosen
markets. 

www.kemira.com


DISCLAIMER:

The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South
Africa and the United States. 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.  There is no intention to register any
portion of the offering in the United States or to conduct a public offering of
securities in the United States. 

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. 

This communication does not constitute an offer of securities to the public in
the United Kingdom.  No prospectus has been or will be approved for publication
in the United Kingdom in respect of the securities.  Consequently the
securities must not be sold or offered for sale in the United Kingdom, except
to persons who fall within the exemptions set out in the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended. 

TERMS AND CONDITIONS OF THE OFFERING
On November 23, 2009, the Extraordinary General Meeting of Kemira Oyj (“Kemira”
or the “Company”) authorized the Company's Board of Directors to decide on a
new share issue in which the shareholders will have a pre-emptive right to
subscribe for new shares in proportion to their current shareholding in the
Company. The number of new shares issued based on the authorization may not
exceed 65,000,000 shares. The Company's Board of Directors was authorized to
decide upon other terms and conditions of the issue. The authorization includes
the right to decide on the offering of the remaining shares, if any, to parties
determined by the Company's Board of Directors. 
On November 23, 2009, the Board of Directors of the Company resolved, based on
the authorization granted by the Extraordinary General Meeting of the Company,
to issue a maximum of 30,297,557 new shares of the Company (the “Offer Shares”)
in the offering for consideration based on the pre-emptive subscription right
of the shareholders (the “Offering”) as set forth in these terms and conditions
of the Offering. 
As a result of the Offering, the total number of Kemira's shares may increase
from 125,045,000 Shares to a maximum of 155,342,557 Shares. Assuming that the
Offering is fully subscribed for, the Offer Shares represent 24.2 percent of
the existing shares (the “Existing Shares” and, together with the Offer Shares,
the “Shares”) and related voting rights prior the Offering, and 19.5 percent of
all Shares and related voting rights after the Offering. 
Subscription Right 
The Offer Shares will be offered for subscription to the shareholders of the
Company in proportion to their shareholdings in the Company on the record date
(the “Record Date”) of the Offering. 
The Record Date of the Offering is November 26, 2009. 
Each holder of Existing Shares, who is registered in the Company's
shareholders' register maintained by Euroclear Finland Ltd (“Euroclear
Finland”) on the Record Date, will receive one (1) subscription right in the
form of a book-entry (the “Subscription Rights”) for each Existing Share owned
on the Record Date. Every four (4) Subscription Rights will entitle their
holder to subscribe for one (1) Offer Share. No fractions of the Offer Shares
will be allotted. The Subscription Rights will be registered on the
shareholders' book-entry account on November 26, 2009. 
No Subscription Rights will be allocated to the treasury Shares of the Company.
The Subscription Rights will be subject to public trading on NASDAQ OMX
Helsinki Ltd (the “Helsinki Stock Exchange”) from December 1, 2009 to December
11, 2009. 
If the Existing Shares entitling to Subscription Rights are pledged or subject
to any other restrictions, the Subscription Rights may not necessarily be
exercised without the consent of the pledgee or the holder of any other right. 
Shareholders' Right to Subscribe for Unsubscribed Offer Shares without
Subscription Rights 
The Board of Directors of the Company will decide to offer the Offer Shares,
which have not been subscribed for pursuant to the Subscription Rights, in a
secondary offering, to shareholders of the Company and/or to the Subscription
Guarantors (defined below). Only those shareholders of the Company, who have
exercised Subscription Rights shall have the right to subscribe for
unsubscribed Offer Shares without Subscription Rights. See also “—Participation
of the Principal Shareholders in the Offering and Subscription Guarantees” and
“—Subscription for Offer Shares without Subscription Rights and Allotment”
below. 
Participation of the Principal Shareholders in the Offering and Subscription
Guarantees 
The Subscription Guarantors, that is Oras Invest Ltd, Solidium Oy, Varma Mutual
Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company
(together, the “Subscription Guarantors”), representing in the aggregate 48.7
percent of the Existing Shares, have irrevocably committed to subscribe in full
for the Offer Shares on the basis of Subscription Rights allocated to them. The
subscription commitments given by the Subscription Guarantors represent in the
aggregate 50.2 percent of the Offer Shares. 
In addition, the Subscription Guarantors have undertaken to subscribe for up to
7,369,952 Offer Shares that may remain unsubscribed for in the Offering. The
subscription guarantees given by the Subscription Guarantors represent in the
aggregate 24.3 percent of the Offer Shares. 
See “Plan of Distribution.”
Subscription Price
The subscription price is EUR 6.60 per Offer Share (the “Subscription Price”). 
The Subscription Price shall be entered into the invested unrestricted equity
reserve of the Company. 
Subscription Period 
The subscription period will commence on December 1, 2009 and expire at 8:00
p.m. Finnish time on December 18, 2009 (the “Subscription Period”). The places
of subscription will accept subscription assignments during their normal
business hours. 
Places of subscription, account operators and custodians may request submission
of a subscription assignment from their customers already at a certain date
before the public trading with the Subscription Rights or the Subscription
Period ends. 
Places of Subscription
Subscription for Offer Shares may be effected at Nordea Bank Finland Plc's
(“Nordea”) branch offices during their normal business hours, Nordea Private
Banking units, and Nordea Customer Service by telephone with bank identifier
codes from Monday to Friday from 8am to 8pm (Finnish time) in Finnish at 0200
3000 (local network charge/mobile phone charge apply) or in Swedish at 0200
5000 (local network charge/mobile phone charge apply) or in English from Monday
to Friday from 10 am to 4.30 pm (Finnish time) at 0200 70000 (local network
charge/mobile phone charge apply). A subscription assignment submitted through
Nordea Customer Service requires that the subscriber has a valid bank
identifier code agreement with Nordea. Corporations cannot give subscription
assignments by telephone through Nordea Customer Service. The Nordea Customer
Service calls are recorded. Subscription cannot be effected through the Nordea
net bank service. 
In addition, subscription assignments may be submitted to the account operators
and custodians who have entered into an authorized representative agreement
with Nordea on reception of subscriptions. 
Exercise of Subscription Rights
A shareholder may participate in the Offering by subscribing for the Offer
Shares by using the Subscription Rights on the shareholder's book-entry account
and by paying the Subscription Price therefor. In order to participate in the
Offering, a shareholder must give a subscription assignment in accordance with
the instructions provided by the shareholder's own book-entry account operator
or custodian. If the shareholder's own account operator or custodian does not
provide instructions in relation to the subscription, the shareholder should
contact Nordea. The book-entry account customers of Euroclear Finland must
submit their subscription assignment at a branch office of Nordea. 
Holders of Subscription Rights purchased from the Helsinki Stock Exchange must
submit their subscription assignments in accordance with the instructions given
by their own book-entry account operator or custodian. 
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. 
The subscription assignment must be submitted separately for each book-entry
account. 
Incomplete or erroneous subscription assignments may be rejected. A
subscription assignment may be rejected, if the subscription payment is not
made according to these terms and conditions or if such payment is incomplete.
In these situations the subscription payment will be refunded to the
subscriber. No interest will be paid on the refunded amount. 
Any exercise of the Subscription Rights is irrevocable and may not be modified
or cancelled other than as set forth below in section “—Cancellation of
Subscriptions under Certain Circumstances.” 
Any unexercised Subscription Rights will expire without any compensation at the
end of the Subscription Period on December 18, 2009. 
Over-the-counter Trading of Odd-lot Subscription Rights
The shareholders may also, at the time of submitting the subscription
assignment, sell or buy, free of charge, Subscription Rights exceeding or
falling short of the subscription ratio, that is, a maximum of three (3)
Subscription Rights. If the shareholder's account operator or custodian does
not provide the opportunity to over-the-counter (“OTC”) trading of odd-lot
Subscription Rights, the shareholder can trade with odd-lots and submit the
subscription at Nordea branch. The OTC trading of odd-lot Subscription Rights
will end at the expiry of the Subscription Period, at the latest. The OTC
trading of odd-lot Subscription Rights may be interrupted, in whole or in part,
prior to the expiry of the Subscription Period. 
Subscription for Offer Shares without Subscription Rights and Allotment
Subscription for the Offer Shares without Subscription Rights shall be effected
by a shareholder by submitting a subscription assignment and simultaneously
paying the Subscription Price in accordance with the instructions provided by
his/her account operator, custodian, or in case of nominee-registered holders,
in accordance with instructions provided by the nominee. A Subscription
assignment can also be submitted at the places of subscription set forth above.
If a shareholder does not receive instructions from his/her account operator,
custodian or nominee or if a subscription assignment cannot be returned to the
shareholder's account operator, custodian or nominee, the shareholder should
contact any of Nordea's branch offices to give a subscription assignment. If
several subscription assignments are submitted related to a single book-entry
account, the assignments will be combined into one assignment per book-entry
account. The subscription assignment and payment shall be received by the
shareholder's account operator, custodian or nominee or, if the subscription
assignment has been submitted to Nordea, by Nordea, on December 18, 2009 at the
latest or on an earlier date in accordance with instructions by the account
operator, custodian or nominee. 
In the event that not all the Offer Shares have been subscribed for pursuant to
the exercise of the Subscription Rights, the Board of Directors of the Company
shall determine the allocation of Offer Shares subscribed for without
Subscription Rights as follows: 
•	first, to those shareholders of the Company who are registered in the
Company's shareholders' register on the Record Date and who have exercised
Subscription Rights. In case of over-subscription, the allocation is determined
in proportion to the number of Subscription Rights used for subscription of the
Offer Shares per each book-entry account and, where this is not possible, by
drawing lots; and 
•	second, to the Subscription Guarantors and, in case their subscription
guarantees do not have to be fully utilized, in proportion to the number of
Offer Shares that each Subscription Guarantor has undertaken to subscribe for
according to its subscription guarantee. The Subscription Period with respect
to the Subscription Guarantors expires on December 29, 2009. 
The Company will confirm the approval or rejection of subscriptions for Offer
Shares subscribed for without the Subscription Rights to all shareholders of
the Company that have given such subscription assignments for the subscription
of Offer Shares without Subscription Rights. 
If the allocation of Offer Shares subscribed for without Subscription Rights
does not correspond to the amount of Offer Shares indicated in the subscription
assignment, the Subscription Price paid for non-allocated Offer Shares will be
refunded to the subscriber on or about December 30, 2009. No interest will be
paid on the refunded amount. 
Cancellation of Subscriptions under Certain Circumstances
Investors, who have subscribed for the Offer Shares, are entitled to cancel
their subscriptions according to the Finnish Securities Market Act within two
(2) business days from the publication of the supplement to the Offering
Circular, or, if so decided by the Finnish Financial Supervisory Authority for
special reasons, within a longer period not exceeding four (4) business days,
in the event that the offering circular (the “Offering Circular”) is
supplemented due to an error or omission in the Offering Circular which could
be of material importance to investors. The cancellation right may only be used
if the investor has subscribed for the Offer Shares prior to the publication of
the supplement to the Offering Circular and provided that the supplement is
published between the commencement of the Subscription Period and, for the
Offer Shares subscribed for pursuant to the Subscription Rights, the time when
trading with the interim shares representing the Offer Shares begins, and for
the Offer Shares subscribed for without Subscription Rights, the time when
trading with the Offer Shares begins. The procedure regarding the cancellation
of the subscriptions will be announced together with any such supplement to the
Offering Circular through a stock exchange release. 
Public Trading of the Subscription Rights
Holders of Subscription Rights may sell their Subscription Rights on the market
at any time during the public trading of the Subscription Rights. Public
trading of the Subscription Rights on the Helsinki Stock Exchange commences on
December 1, 2009 and expires on December 11, 2009. The price of the
Subscription Rights on the Helsinki Stock Exchange will be determined in market
trading. The Subscription Rights may be transferred by their holders by giving
sell or purchase assignments to the holder's own account operator or to any
securities broker. 
The ISIN code of the Subscription Rights is FI4000006986 and the trading symbol
is KRA1VU0109. 
Payment for the Subscriptions
The Subscription Price of the Offer Shares subscribed for in the Offering shall
be paid in full at the time of submission of the subscription assignment in
accordance with the instructions given by the place of subscription, the
account operator or the custodian. 
A subscription will be deemed effected only after the arrival of the
subscription form at the subscription place or relevant account operator or
custodian and of the payment of the Subscription Price in full. 
Approval of the Subscriptions 
The Board of Directors of the Company will approve all subscriptions pursuant
to the Subscription Rights made in accordance with these terms and conditions
of the Offering and applicable laws and regulations on or about December 29,
2009 and will, in accordance with the allocation principles set out above in
“—Subscription for Offer Shares without Subscription Rights and Allotment”,
approve subscriptions without Subscription Rights made in accordance with these
terms and conditions of the Offering and applicable laws and regulations. 
The Company will publish the final results of the Offering in a stock exchange
release on or about December 29, 2009. 
Registration of the Offer Shares to the Book-entry Accounts and Trading of the
Offer Shares 
The Offer Shares subscribed for in the Offering will be issued in book-entry
form in the book-entry securities system maintained by Euroclear Finland. The
Offer Shares subscribed for pursuant to the exercise of the Subscription Rights
will be recorded on the subscriber's book-entry account as interim shares
representing the Offer Shares after the subscription has been effected. The
ISIN code of the interim shares is FI4000006978 and the trading symbol is
KRA1VN0109. The interim shares are freely transferable and trading with the
interim shares on the Helsinki Stock Exchange, as a separate class of
securities, will commence on the first trading day following the expiration of
the Subscription Period on or about December 21, 2009. 
The interim shares will be combined with the Existing Shares (the ISIN code
FI0009004824, the trading symbol KRA1V) when the Offer Shares have been
registered with the Trade Register. Such combination is expected to occur on or
about December 30, 2009. The trading of the Offer Shares on the Helsinki Stock
Exchange is expected to commence on or about December 30, 2009. 
The Offer Shares subscribed for without Subscription Rights will be recorded as
Shares on the subscriber's book-entry account on or about December 30, 2009. 
The Offer Shares are freely transferable.
Shareholder Rights
The Offer Shares will carry the right to receive dividends and other
distributions of funds, if any, and other shareholder rights in the Company
after the Offer Shares have been registered with the Trade Register, on or
about December 30, 2009. 
Payments and Expenses
No transfer tax or service fee is payable on the subscription of the Offer
Shares. Account operators, custodians and securities brokers, who exercise
assignments regarding the Subscription Rights, may charge a brokerage fee for
these assignments in accordance with their own price lists. Account operators
and custodians also charge a fee for the maintenance of the book-entry account
and the deposit of shares in accordance with their price list. 
Information
The documents referred to in Chapter 5, Section 21 of the Finnish Companies
Act, are available for review at the Company's website at www.kemira.com >
About Us > Corporate Governance > Annual General Meeting > Extraordinary
General Meeting 2009 > Extraordinary General Meeting Documents. 
Applicable Law and Dispute Resolution
The Offering shall be governed by the laws of Finland. Any disputes arising in
connection with the Offering shall be settled by the court of competent
jurisdiction in Finland. 
Other Issues
The Board of Directors of the Company will resolve any other issues and
practical matters relating to the issue of the Offer Shares and the Offering.

Attachments:

20091123_se_kemira_board_of_directors_has_decided_on_rights_offering_of_approx_eur_200 million.pdf