Suominen Corporation Stock Exchange Release January 31 2014 at 17:45 (EET)
DECISIONS MADE BY THE EXTRAORDINARY GENERAL MEETING AND THE BOARD OF DIRECTORS OF SUOMINEN CORPORATION
The Extraordinary General Meeting (EGM) of Suominen Corporation was held today on 31 January 2014 in Helsinki.
The EGM decided to authorize the Board of Directors of the company to decide on the granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act all at once or through a series of multiple grants. The special rights carry the right to receive against payment new shares in the Company or own shares held by the Company. A special right may also be granted to a creditor of the Company on the condition that the creditor’s receivables are used to set off against the subscription price of the shares. The maximum number of new shares in the Company that may be subscribed and/or own shares held by the Company that may be conveyed by virtue of the special rights granted by the Company is 43,330,000 shares in total.
According to the decision made by the EGM the Board of Directors shall decide on all other terms and conditions related to the granting of the special rights. The authorization shall be valid until further notice, however not more than five (5) years after the decision by the General Meeting. The authorization shall not revoke the previous authorizations for granting of stock options and other special rights entitling to shares.
Background and purpose of the decision by the General Meeting
The Board’s authorization from the General Meeting is related to the pending transaction and the financing thereof with the hybrid bond. Suominen Corporation signed an agreement on 10 January 2014 to transfer Ahlstrom Corporation’s Brazilian nonwoven business operations to the company. The Brazilian nonwoven business was included in the transaction of the Home and Personal business area between Ahlstrom Corporation and the company during year 2011 but as a consequence of delay in certain licenses by the authorities, the transfer could not be completed in connection of the transfer of other businesses.
The Company will finance the transaction agreed on 10 January 2014 among other things with the 17,500,000 euro hybrid bond. The hybrid bond is directed at a limited group of qualified investors (as a private placement) and Ahlstrom Corporation has committed to subscribing for the bond for the parts other investors do not subscribe for. The purpose of the hybrid bond is to finance the purchase of Ahlstrom Corporation’s Brazilian nonwovens business operations and thus, the Company has a weighty financial reason to issue the hybrid bond and grant the related Special Rights.
Suominen Corporation’s Board of Directors authorization to decide upon on the granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act was a precondition for the hybrid bond arrangement and thus the execution of the transaction.
The minutes of the EGM will be available on Suominen Corporation’s website www.suominen.fi no later than on 14 February 2014.
Decisions by the Board of Directors of Suominen Corporation
The Board of Directors of Suominen Corporation convened after the EGM and decided, based on the authorization granted by the General Meeting, to offer for subscription the 17,500,000 euro convertible hybrid bond and related stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act at a limited group of qualified investors (as a private placement) in deviation from the shareholders’ preemptive rights.
The bondholder has a right to convert the bond notes and the capitalized Interest related to the notes into company’s shares. The conversion rate is EUR 0.50 per share. The conversion rate has been determined marked-based. The average volume weighted share price of the Company’s share during the last three (3) months prior to the publishing of the boards proposal to the general meeting was EUR 0.48. Other main terms and conditions of the convertible hybrid bond arrangement are in accordance with the board’s proposal to the extraordinary general meeting.
Board of Directors
For further information, please contact:
Nina Kopola, President & CEO, Suominen Corporation, tel. +358 10 214 300
Tapio Engström, CFO, tel. +358 10 214 300
NASDAQ OMX Helsinki Ltd
Suominen in brief
Suominen supplies its industrial and retail customers with nonwovens and flexible packaging for use in consumer products worldwide. Suominen is the global market leader in nonwovens for wipes. The company employs more than 1,000 people in Europe and in the United States. Suominen’s net sales in 2013 amounted to MEUR 433.1 and operating profit excluding non-recurring items was MEUR 18.3 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.