Tiimari Oyj Abp - Company Announcement

THE REGISTRATION DOCUMENT OF TIIMARI PLC, THE SECURITIES NOTES RELATING TO THE COMPANY'S EMISSIONS DECIDED ON 30TH AUGUST 2011 AND THE PREVIOUSLY UNPUBLISHED INFORMATION CONTAINED THEREIN

Tiimari Plc        Stock Exchange Release 31 August 2011 at 10.50


THE REGISTRATION DOCUMENT OF TIIMARI PLC, THE SECURITIES NOTES RELATING TO THE
COMPANY'S EMISSIONS DECIDED ON 30TH AUGUST 2011 AND THE PREVIOUSLY UNPUBLISHED
INFORMATION CONTAINED THEREIN 

NOT TO BE PUBLISHED OR DISTRIBUTED PARTIALLY OR IN ITS ENTIRETY IN THE UNITED
STATES OF AMERICA, GREAT BRITAIN, HONG KONG, AUSTRALIA, JAPAN, SINGAPORE, OR
CANADA. 


The Financial Supervisory Authority has on 30th August 2011 accepted the
Registration Document of Tiimari Plc dated 30th August 2011 and the Securities
Notes relating to the Rights Issue and the Directed Issue decided on the 30th
August 2011 containing a summary of the information included in the
Registration Document. The Documents are published and available in the
Company's website www.tiimari.com and in address www.nordea.fi/sijoita on or
about 31.8.2011 ,and are available in print in the subscriptionplaces and in
the Company headquarters at Tasetie 8, 01510 Vantaa on or about 5.9.2011. The
Registration Document and the Securities Notes are available only in the
Finnish language. 

In the un-audited tables included in the Registration Documents, the Company
presents a previously unpublished summary of the assumptions made for the
purposes of the Tiimari segment impairment test undertaken on 5th August 2011,
comparative information from the last three financial years and a more detailed
analysis of the sensitivity of the testing for changing variables. Information,
which is annexed to this notice, is given solely to support the evaluation of
sensitivity in this context and is based on management's assessments and
assumptions. There are several uncertainties affecting these assessments and
assumptions, some of which are described among others in the “Risk
factors/Riskitekijät” Section of the Company's Registration Document (only
available in the Finnish language). Investors should also give particular
attention to the Section “Some information about the registration document -
forecasts on future / ”Eräitätietoja esitteestä - Tulevaisuutta koskevat
näkemykset” of the Registration Document. 

In the Securities Note the Company's Board of Directors presents the following
previously unpublished statement regarding thesufficiency of the Company's
working capital: 

”On the date of this Securities Note, the Company's current working capital is
not sufficient for the needs of the Company for the following 12 months” 

However, on the date of this Securities Note,the Company's working capital is
sufficient for theneeds of the Company'sfor the following 12 months, if 

(a) The Rights Issue and the Directed Issueare undertaken to an extent
corresponding, at the minimum, with the underwritings and commitments given for
them; and 

(b) Tiimari-Group will reach the sales, profitability and profit forecasts
deriving from the strategy revised in connection with the Company Re-financing;
and 

(c) Cashflow effects of the Tiimari Groups' accounts payable materialize as
forecasted by the Company. 

Management is confident that the Rights Issue and the Directed Issue will be
undertaken to the extent corresponding, at the minimum, with the underwritings
and commitments given for them. In addition, all other share subscriptionsthe
investors will make and pay, will strengthen the Company's working capital. 

Due to the seasonality of the business, the majority of the Company's profit
and cash flows accrue fromthe Christmas sales during the last quarter of the
fiscal year. Especially in the current general economic situation that
decreases the predictability of the consumer demand, it is hard to predict the
Company's sales, profitability and profit for the last quarterpf the year. If
the Company would significantly fall behind its sales, profitability and profit
objectives and/or if the cash flow effects of the Tiimari Groups' accounts
payable would differ from the forecasted cash flow of the Company thus
increasing the working capital needs, the Company is planning to cover the
possible deficit by postponing the investments planned for early 2012 and by
selling the shares of the non-operating Tiimari Sweden AB. To improve its
financial situation the Company has on 1oth June 2011 announced that it is also
considering and examining the possibilities to sell the Gallerix business
segment. 

Even if the Company could, as described above, to cover the potential working
capital deficit, there is no certainty of that the Company could in all
circumstances to fulfill the financial covenants included in itsdebt financing
agreements and/or to fulfill so called cleandown and other termsand conditions
relating to its credits from the financial institutions, in which case the
financiers would have the premature right to call in the loans (see Section
“Risk factors - Financial Risks”/ "Riskitekijät - Rahoitusriskit" and Section
“Profitfrom the Operations and the Financial Position - Liquidity and Sources
of the Capital - Loans from the Financial Institutions / "Liiketoiminnan tulos
ja taloudellinen asema - Maksuvalmius ja pääomalähteet - Rahoituslaitoslainat”
of the Registration Document). Securing the sufficiency of the working capital
and the continuance of the Company's business would in such eventrequirethe
re-structuring of the Companyloans from the Financial Institutions and/or to
success inacquiring new debt or equity financing.” 


Vantaa, 31.8.2011
Tiimari Plc
The Board of Directors


Further Information:
Niila Rajala, CEO, tel +358 3 812 911


DISTRIBUTION
NASDAQ OMX Helsinki
Main media
www.tiimari.com


The information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or into the
United States, Australia, Japan, Canada, Hong Kong or Singapore. The
information contained herein does 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 United States 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 any 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 in the United
Kingdom in respect of the securities. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom, (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and
(iii) high net worth entities falling within Article 49(2) of the FP Order, and
other persons to whom it may lawfully be communicated, (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. 

Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented the Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive. This document is an advertisement for
the purposes of applicable measures implementing Directive 2003/71/EC (such
Directive, together with any applicable implementing measures in the relevant
home Member State under such Directive, the "Prospectus Directive"). A
prospectus prepared pursuant to the Prospectus Directive will be published in
connection with any offering of securities, and will be available at locations
receiving subscriptions for shares. 

Nordea Bank Finland Plc. is acting exclusively for Tiimari Plc. and no one else
in connection with the share issue. It will not regard any other person
(whether or not a recipient of this document) as a client in relation to the
share issue and will not be responsible to anyone other than Tiimari Plc. for
providing the protections afforded to its clients, nor for giving advice in
relation to the share issue or any transaction or arrangement referred to
herein. No representation or warranty, express or implied, is made by Nordea
Bank Finland Plc. as to the accuracy, completeness or verification of the
information set forth in this release, and nothing contained in this release
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. Nordea Bank Finland Plc. assumes no
responsibility for its accuracy, completeness or verification and, accordingly,
disclaims, to the fullest extent permitted by applicable law, any and all
liability which it may otherwise be found to have in respect of this release.

Attachments:

Appendix to the release.pdf