The Board of Directors of Suominen Corporation has decided on the share issues required by the acquisition of Ahlstrom's Home and Personal wipes fabrics business area
Tampere, Finland, 2011-10-03 15:55 CEST (GLOBE NEWSWIRE) --
Suominen Corporation Stock exchange release 3 October 2011 at 4.55 p.m.
Not for release, publication or distribution in or into the United States, Australia, Japan or Canada.
The Board of Directors of Suominen Corporation has decided on the share issues required by the acquisition of Ahlstrom’s Home and Personal wipes fabrics business area
The Board of Directors of Suominen Corporation (”Suominen” or the ”Company”) has on 3 October 2011 decided, based on the authorization granted by the Extraordinary General Meeting of Shareholders on 12 September 2011, to execute a share issue (the “Share Issue”) by offering a minimum of 188,888,889 and a maximum of 266,666,667 new shares (the “Issued Shares”) to the public in deviation from the shareholders’ pre-emption rights with a price of EUR 0.45 per share for subscription. The subscription period of the Share Issue will begin on 5 October 2011.
Other terms and conditions of the Share Issue are set out in the appendix of this stock exchange release. As the purpose of the Share Issue is to finance Suominen’s acquisition of Ahlstrom Corporation’s Home and Personal wipes fabrics business area (the “Transaction”), the Company has a weighty financial reason to deviate from the pre-emptive subscription right of the shareholders.
The Board of Directors has received from certain shareholders and investors commitments to subscribe for the Issued Shares in the Share Issue that comprise of a total of EUR 86,165,000 and 191,477,777 Issued Shares. Suominen has previously published stock exchange releases concerning the Transaction and the subscription commitments on 4 August 2011 and 29 September 2011.
The Board of Directors of Suominen decided on 3 October 2011, based on the authorization granted by the Extraordinary General Meeting of Shareholders on 12 September 2011, also on a share issue to the holders of Suominen’s capital loan of 2008 (the “Conversion Share Issue”). In the Conversion Share Issue, the Company will offer to the holders of the capital loan of 2008 a maximum of 8,888,888 new shares of the Company (the “New Shares”) for subscription in deviation from the shareholders’ pre-emption rights. The subscription price of the New Shares is EUR 0.45 per share. The precondition for the realization of the new syndicate loan arrangement that has been agreed in order to finance the Transaction is that the holders of the capital loan of 2008 are offered the option to convert their shares of the capital loan into shares of the Company. Therefore, the Company has a weighty financial reason to deviate from the pre-emptive subscription right of the shareholders. Ilmarinen Mutual Pension Insurance Company, Tapiola Mutual Pension Insurance Company, Foundation for Economic Education, Finnish Cultural Foundation and Yleisradion eläkesäätiö have given commitments to convert the their shares of the capital loan into shares of the Company in the Conversion Share Issue of Suominen. The total amount of commitments is EUR 2,160,000 which is 54.0 per cent of the current capital loan of EUR 4,000,000.
The results of the Share Issue and Conversion Share Issue will be published on approximately 13 October 2011.
The Company has submitted the prospectus related to the Share Issue in Finnish to the Financial Supervisory Authority of Finland for approval. The approval is expected to be obtained on approximately 3 October 2011. The prospectus will be available in Finnish on the website of Suominen at www.suominen.fi and on the website of the subscription place at www.acf.fi on approximately 3 October 2011 and in the subscription place at Alexander Corporate Finance Oy on 4 October 2011 at the latest.
Helsinki, 3 October 2011
Board of Directors
For additional information please contact:
Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300
Appendix: Terms and conditions of the Share Issue
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, Canada, Japan or any other jurisdiction in which the same would be unlawful. 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 in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This release does not cover offering of securities in the United Kingdom
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.
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.
Alexander Corporate Finance Oy is acting exclusively for Suominen Corporation 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 Suominen Corporation 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 Alexander Corporate Finance Oy 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. Alexander Corporate Finance Oy 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.