Suominen Corporation Stock Exchange Release 29 January 2016 at 12:15 (EET)
Suominen plans to carry out a reverse share split
Suominen Corporation (“Suominen” or “Company”) plans to reduce the number of all shares in the Company through a reverse share split procedure so that each five (5) shares shall be merged as one (1) share. The Board of Directors of Suominen will propose the reverse share split to the Annual General Meeting to be held on 16 March 2016. The purpose of merging the shares is to increase the interest for the Company’s shares, facilitate the trade in the shares and to increase flexibility in connection of possible payment of dividend. The arrangement is subject to the resolution of the Annual General Meeting.
This Stock Exchange Release is a summary of the proposal by the Board of Directors to carry out a reverse share split. The full proposal is available in the Notice to the Annual General Meeting, to be published later as well as at www.suominen.fi > Investors > Shares and shareholders > Reverse share split.
The procedure of reverse share split will not require actions from the shareholders. It will not decrease the value of the investment of a shareholder and will not have an impact on dividend payment for the financial year 2015.
The reverse share split will be carried out by redeeming without compensation from all of the Company’s shareholders a number of shares corresponding to the outcome of multiplying on the reverse split date the number of shares on shareholders’ each book-entry account by reverse split coefficient 4/5 (“Reverse Split Ratio”). In practice, for each existing five (5) shares, four (4) shares shall be redeemed. In case the number of shares in book-entry account is not divisible by the Reverse Split Ratio, the number of shares to be redeemed shall be rounded up to the nearest whole share. The fraction of share redeemed due to the rounding-up, shall be paid to the respective shareholder in money.
If a shareholder owns less than five (5) shares, all of the shares owned by the shareholder in the Company shall be redeemed. The shares will be sold on behalf of the shareholder and the proceeds from the sale will be paid to the shareholder.
The shares redeemed as part of the reverse share split shall be cancelled immediately in connection with the redemption with the exception of the aforementioned fractions of shares redeemed due to the rounding-up which will be merged and sold on behalf of the respective shareholders. The reverse share split does not concern Company’s treasury shares. The number of the treasury shares will not be reduced in the procedure. The total amount of shares to be redeemed without payment is maximum of 201,209,384 excluding the fractions of shares redeemed due to the rounding-up.
The Board of Directors will propose to the Annual General Meeting the cancellation of the earlier authorizations of the Board of Directors to decide on share issue, granting of other special rights entitling to shares as well as repurchase of own shares and substituting these with new authorizations, which take in to account the reduced number of shares due to reverse split.
In case the Annual General Meeting approves the reverse share split, the Board of Directors shall decide on adjustments on Company’s share based incentive plans so that the reverse share split shall be taken into account.
The holders of the convertible hybrid bond that the Company issued on 10 February 2014 have equal rights with the shareholders in connection with the reverse share split so that conversion rate of the bond and the capitalized interest to shares is 2.5 euros after the reverse share split, the total amount of shares based on conversion of the bond is 8,660,000 and the minimum amount of shares to be issued in connection of each conversion is 40,000 to correspond the Reverse Split Ratio.
Before carrying out the reverse share split the Company shall sell on the Nasdaq Helsinki Oy securities exchange such number of Company’s treasury shares that the total number of shares held by other parties than the Company itself before carrying out the reverse share split is divisible by the Reverse Split Ratio.
The reverse share split shall be executed in the book-entry system on 21 March 2016 after the close of trading in Nasdaq Helsinki stock exchange. The new total amount of shares shall be registered in the Trade Register on or about on 22 March 2016 and the trading with new total number of shares shall commence on or about on 22 March 2016. Proceeds acquired from the sale of shares redeemed due to the rounding-up shall be paid to shareholders entitled thereto on or about 31 March 2016.
Board of Directors
For further information, please contact: Tapio Engström, CFO, tel. +358 10 214 300
Suominen in brief
Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens - wet wipes, feminine care products and swabs, for instance - bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs over 600 people in Europe and in the Americas. Suominen’s net sales in 2015 amounted to MEUR 444.0 and operating profit excluding non-recurring items to MEUR 31.2. The Suominen share (SUY1V) is listed in Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi