Terms and Conditions of Offering to raise approximately MEUR 261 8.3.13
Stock Exchange Release
Talvivaara Mining Company Plc
8 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG
KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION
IN THE APPLICABLE PROSPECTUS WHICH, SUBJECT TO APPROVAL FROM THE FINNISH
FINANCIAL SUPERVISORY AUTHORITY, IS EXPECTED TO BE PUBLISHED BY TALVIVAARA IN
CONNECTION WITH THE OFFERING. COPIES OF THE PROSPECTUS WILL, FOLLOWING
PUBLICATION AND DISTRIBUTION, BE AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.
Talvivaara Mining Company Plc
Terms and Conditions of the Offering to raise
approximately EUR 261 million
Talvivaara Mining Company Plc (“Talvivaara”
or the “Company”) today announces the terms in respect of its previously
announced rights offering to raise approximately EUR 261 million (the
“Offering”).
The Offering in Brief
• Rights offering to raise gross proceeds of
approximately EUR 261 million
•Company to use proceeds for the continued
ramp-up towards the full-scale production of 50,000tpa of nickel, improvement of
its capital structure and ensuring its ability to repay or refinance its short-
and medium-term indebtedness
• Six (6) new shares for each existing shares
held on the record date, 13 March 2013
• Subscription price of EUR 0.16 per new share
or new CDI
• Shares will trade ex-rights from 11 March
2013
• Trading in subscription rights commences on
18 March 2013 and ends on 27 March 2013
• Subscription period will commence on 18
March 2013
• Subscription period will end on 5 April 2013
for shareholders who are registered in the Company’s shareholders’ register
maintained by Euroclear Finland Ltd
• Subscription period will end on 3 April 2013
for holders of the Company’s CDIs
• Fully underwritten through shareholder
subscription commitments and bank underwriting
Overview
The board of directors of the Company (the
“Board of Directors”) has decided on the offering of shares in the Company
(“Shares”) pursuant to the authorisation granted by the extraordinary
general meeting of shareholders in the Company on 8 March 2013. Pursuant to the
decision of the Board of Directors on 8 March 2013, the Company intends to raise
approximately EUR 261 million in gross proceeds by way of a rights offering to
existing shareholders. A maximum of 1,633,857,840 new Shares (the “Offer
Shares”) or CREST depository interests (“CDIs”) representing the Offer
Shares (“New CDIs”) are offered for subscription on the terms and conditions
set out below.
Shareholders who are registered in the
Company’s shareholders’ register maintained by Euroclear Finland Ltd
(“Euroclear Finland”) on 13 March 2013 (the “Record Date”) will receive
one (1) subscription right (“Subscription Right”) for each existing Share
(“Existing Share”) held on the Record Date. The Company’s CREST depository
interest (“CDI”) holders (“CDI Shareholders”) who are registered in the
Company’s CDI register maintained by CREST on the Record Date will receive one
(1) Subscription Right for each CDI held on the Record Date (“Existing
CDI”).
Each Subscription Right will entitle the holder
to subscribe for six (6) Offer Shares or New CDIs at the subscription price of
EUR 0.16 per Offer Share or New CDI (the “Subscription Price”). The
Subscription Price represents, in effect:
• an 84.5 per cent discount to the closing
price of an Existing Share; and
• a 43.7 per cent discount to the theoretical
ex-rights price of an Existing Share,
in each case based on the closing price of EUR
1.031 on the Helsinki Stock Exchange on 7 March 2013. No fractions of the Offer
Shares or New CDIs will be allotted and a Subscription Right cannot be exercised
partially.
Shares will trade ex-rights from 11 March 2013.
Trading of the Subscription Rights on the London Stock Exchange and on the
Helsinki Stock Exchange commences on 18 March 2013 and expires on 27 March 2013.
The subscription period for the Offer Shares (the “Share Subscription
Period”) will commence on 18 March 2013 and expire at 8:00 p.m. (Finnish time)
on 5 April 2013. The subscription period for the New CDIs (the “CDI
Subscription Period”) will commence on 18 March 2013 and expire at 2:00 p.m.
(London time) on 3 April 2013.
Assuming that the Offering is fully subscribed
for, the Offer Shares would represent 600.0 per cent of the Existing Shares and
related voting rights prior to the Offering and, following completion of the
Offering, would represent 85.7 per cent of all Shares and related voting rights.
Existing shareholders of the Company and other
investors can subscribe for Offer Shares without Subscription Rights (the
“Secondary Subscription”). Offer Shares will be allocated to subscribers in
the Secondary Subscription in the event that not all of the Offer Shares have
been subscribed for pursuant to the exercise of Subscription Rights.
The Company will publish the preliminary results
of the Offering in a stock exchange release on or about 10 April 2013. The final
results of the Offering will be published in a stock exchange release on or
about 12 April 2013.
The terms and conditions of the Offering
together with instructions to shareholders are attached to this stock exchange
release.
Publication of the Prospectus
In relation to the Offering, the Company has
submitted a Finnish language prospectus for the approval of the Finnish
Financial Supervisory Authority, and such prospectus is expected to be published
on 13 March 2013. The prospectus will be published on Talvivaara’s website at
www.talvivaara.com on or about 13 March 2013. In addition, the prospectus will
be available at the branch offices of Nordea in Finland, on Nordea’s website
at www.nordea.fi/sijoita, on Danske Bank’s website at
www.danskebank.fi/sijoittajaesitteet as well as at the Helsinki Stock Exchange
located at Fabianinkatu 14, FI-00100 Helsinki, Finland, on or about 13 March
2013.
Use of Proceeds
Assuming that all of the Offer Shares are
subscribed for in the Offering, the gross proceeds received by the Company from
the Offering will be approximately EUR 261 million.
Talvivaara will use the net proceeds of the
Offering for the continued ramp-up towards the targeted full-scale production
capacity of 50,000 tonnes of nickel per year in the medium to long term
(including capital expenditure of approximately EUR 20 million for the water
management measures and improvements in 2013), to improve its capital structure,
to ensure its ability to repay or refinance its short- and medium-term
indebtedness and to ensure that the Company has sufficient liquidity to repay at
maturity the remaining outstanding amount of EUR 76.9 million of its convertible
bonds due in May 2013, if there are no attractive refinancing options available
at such time.
Subscription Commitments and Underwriting
Mr Pekka Perä, representing approximately 20.7
per cent of the Existing Shares, has irrevocably committed to subscribe for (i)
approximately 31.3 million Offer Shares (corresponding a total subscription
price of EUR 5 million) (the “Mr Perä Subscription Commitment”) and (ii)
such number of additional Offer Shares with an aggregate subscription price that
is equal to 76 per cent of any net proceeds received by him from the sale of (A)
any Subscription Rights during the Share Subscription Period and (B) any Shares
at any time prior to the end of the Share Subscription Period.
Solidium Oy (“Solidium”), representing
approximately 8.9 per cent of the Existing Shares, has irrevocably committed to
subscribe for approximately 145.3 million Offer Shares on the basis of the
Subscription Rights allocated to it (the “Solidium Subscription
Commitment”). In addition, Solidium has agreed to subscribe for any Offer
Shares not otherwise subscribed and paid for pursuant to Subscription Rights or
in the Secondary Subscription up to an aggregate subscription price of EUR 30
million (the “Solidium Subscription Guarantee”).
Varma Mutual Pension Insurance Company,
representing approximately 8.7 per cent of the Existing Shares, has irrevocably
committed to subscribe for approximately 142.2 million Offer Shares on the basis
of the Subscription Rights allocated to it (together with the Mr Perä
Subscription Commitment, the Solidium Subscription Commitment and the Solidium
Subscription Guarantee, the “Shareholder Commitments”).
The Offering is being underwritten (save in
respect of those Offer Shares that are subject to Shareholder Commitments) by
J.P. Morgan Securities plc, Nordea Bank Finland Plc (“Nordea”, and together
with J.P. Morgan Securities plc, the “Joint Global Coordinators”), BofA
Merrill Lynch, BNP PARIBAS and Danske Bank A/S, Helsinki Branch (together with
the Joint Global Coordinators, BofA Merrill Lynch and BNP PARIBAS, the “Joint
Bookrunners”) in accordance with the terms and subject to the conditions of
the underwriting agreement between the Company and the Joint Bookrunners.
Adjustment to the Conversion Price of the
Convertible Bonds due 2013 and 2015
As a consequence of the Offering, the Board of
Directors decided today on an adjustment to the conversion prices of the
Company’s convertible bonds due 2013 and 2015, subject to the Offering being
executed in full as described in the terms and conditions of the Offering. The
Board of Directors adjusted the conversion price in accordance with Condition
6(b)(iv) of the convertible bonds due 2013 from GBP 5.7931 (EUR 7.2703) to GBP
1.59 (EUR 2.00). The Board of Directors adjusted the conversion price in
accordance with Condition 6(b)(iv) of the convertible bonds due 2015 from GBP
6.8937 (EUR 8.2117) to GBP 1.9000 (EUR 2.2633). The new conversion prices will
become effective as of 8 April 2013, provided that the Offering is executed in
full as described in the terms and conditions of the Offering. Assuming that the
new conversion prices become effective, the total number of Shares that can be
subscribed for on the basis of the convertible bonds due 2013 is 38,537,673 and
on the basis of the convertible bonds due 2015 is 98,617,935.
Adjustment of the Terms and Conditions of the
Option Schemes 2007 and 2011
As a consequence of the Offering, the Board of
Directors has today adjusted the subscription price and the number of Shares
that can be subscribed for through the exercise of the stock options 2007 and
2011 in accordance with the terms and conditions of the stock options 2007 and
2011. Provided that the Offering is executed in full as described in the terms
and conditions of the Offering, (i) the subscription price for stock options
2007B will be adjusted to GBP 0.4924 per Share and the number of Shares that can
be subscribed for through the exercise of the stock options 2007B will increase
by 13,998,600 Shares; (ii) the subscription price for stock options 2007C will
be adjusted to GBP 0.5110 per Share and the number of Shares that can be
subscribed for through the exercise of the stock options 2007C will increase by
13,998,600 Shares; (iii) the subscription price for stock options 2011B will be
adjusted to EUR 0.5935 per Share and the number of Shares that can be subscribed
for through the exercise of the stock options 2011B will increase by 9,000,000
Shares; and (iv) the number of Shares that can be subscribed for through the
exercise of the stock options 2011C will increase by 9,000,000 Shares. Stock
options 2011A did not vest due to the determined vesting criteria not having
been met. The subscription price for stock options 2011C will be determined at a
later date in accordance with the terms and conditions of the programme.
The foregoing adjustment to the terms and
conditions of the stock options 2007 and 2011 due to the Offering will become
effective simultaneously with the registration of the Offer Shares issued in the
Offering with the Finnish Trade Register on or about 15 April 2013, provided
that the Offering is executed in full as described in the terms and conditions
of the Offering. The stock options 2007 and 2011 do not entitle holders to
participate in the Offering.
Important Dates
Board of Directors’ decision on the Offering
and terms and conditions: 8 March 2013
Ex-rights date: 11 March 2013
Prospectus publication: 13 March 2013
Record Date: 13 March 2013
Share Subscription Period, CDI Subscription
Period and trading in Subscription Rights begin: 18 March 2013
Trading in Subscription Rights ends: 27 March
2013
CDI Subscription Period ends: 3 April 2013
Share Subscription Period ends: 5 April 2013
Trading in interim shares representing Offer
Shares (“Interim Shares”) and
CDIs representing Interim Shares begins: 8 April
2013
Preliminary result of the Offering announced: on
or about 10 April 2013
Final result of the Offering announced: on or
about 12 April 2013
Offer Shares registered with the Finnish Trade
Register: on or about 15 April 2013
Trading in Offer Shares as Shares begins: on or
about 16 April 2013
Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129
800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO
Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally
significant base metals producer with its primary focus on nickel and zinc using
a technology known as bioheapleaching to extract metals out of ore.
Bioheapleaching makes extraction of metals from low grade ore economically
viable. The Talvivaara deposits comprise one of the largest known sulphide
nickel resources in Europe. The ore body is estimated to support anticipated
production for several decades. Talvivaara has secured a 10-year off-take
agreement for 100 per cent of its main output of nickel and cobalt to Norilsk
Nickel and entered into a long-term zinc streaming agreement with Nyrstar NV.
Talvivaara is listed on the London Stock Exchange Main Market and NASDAQ OMX
Helsinki. Further information can be found at www.talvivaara.com.
DISCLAIMER
This announcement is an advertisement and not a
prospectus and investors should not subscribe for or purchase any shares or
securities referred to in this announcement except on the basis of information
in the applicable prospectus which, subject to approval from the Finnish
Financial Supervisory Authority, which are expected to be published by
Talvivaara in connection with the Offering. Copies of the prospectus will,
following publication and distribution, be available from Talvivaara's
registered office. Nothing in this announcement should be interpreted as a term
or condition of the Offering.
The information contained herein is not for
publication or distribution, directly or indirectly, in or into the United
States, Canada, Australia, Hong Kong, South Africa or Japan. 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 issue, exercise or sale of securities in the
offering are subject to specific legal or regulatory restrictions in certain
jurisdictions. None of Talvivaara J.P. Morgan Securities plc, Nordea Bank
Finland Plc, Merrill Lynch International, BNP PARIBAS and Danske Bank A/S
Helsinki Branch assume any responsibility in the event there is a violation by
any person of such restrictions.
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. Investors must neither accept any offer for, nor acquire, any
securities to which this announcement refers, unless they do so on the basis of
the information contained in the applicable Prospectus published or distributed
by Talvivaara.
Talvivaara has not authorised any offer to the
public of securities in any Member State of the European Economic Area other
than Finland and the United Kingdom. With respect to each Member State of the
European Economic Area other than Finland and the United Kingdom and which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member States
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an "offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe the securities, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
This communication includes forward-looking
statements within the meaning of the securities laws of certain applicable
jurisdictions. These forward-looking statements include, but are not limited to,
all statements other than statements of historical facts contained in this
communication, including, without limitation, those regarding Talvivaara's
strategy, plans, objectives, goals and targets. By their nature, forward looking
statements involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may or may not
occur in the future. Talvivaara cautions you that forward-looking statements are
not guarantees of future performance and are based on numerous assumptions and
that its actual results of operations, including its financial condition and
liquidity, may differ materially from (and be significantly more negative than)
those made in, or suggested by, the forward-looking statements contained in this
communication. In particular, this communication includes forward-looking
statements relating to Talvivaara's plans to address the recent operational
challenges faced by Talvivaara. Such estimates are based on a number of
assumptions that are, in turn, based on currently available information and
judgments based on such information. However, these assumptions are inherently
uncertain and subject to a wide variety of significant operational and
regulatory risks and uncertainties that could cause the actual outcome of
Talvivaara's actions to materially differ from those anticipated.
No statement in this announcement is intended as
a profit forecast or a profit estimate and no statement in this announcement
should be interpreted to mean that earnings per share for the current or future
financial years would necessarily match or exceed the historical published
earnings per share. Prices and values of, and income from, shares may go down as
well as up and an investor may not get back the amount invested. It should be
noted that past performance is no guide to future performance. Persons needing
advice should consult an independent financial adviser.
J.P. Morgan Securities plc, which is authorised
and regulated in the United Kingdom by the Financial Services Authority, is
acting as sole sponsor for Talvivaara and no one else in connection with the
Offering and will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Offering and will not be
responsible to anyone other than Talvivaara for providing the protections
afforded to its clients or for giving advice in connection with the Offering,
the contents of this announcement and the accompanying documents or any other
transaction, arrangement or matter referred to herein or therein.
Each of Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS and Danske Bank A/S Helsinki Branch is acting
exclusively for Talvivaara and for no one else in connection with the Offering
and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Offering and will not be
responsible to anyone other than Talvivaara for providing the protections
afforded to their respective clients or for providing advice in connection with
the Offering or any other transaction, arrangement or matter referred to herein.
This announcement should not be considered a
recommendation by any of J.P. Morgan Securities plc, Nordea Bank Finland Plc,
Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or
any of their respective directors, officers, employees, advisers or any of their
respective affiliates in relation to any purchase of or subscription for
securities.
No representation or warranty, express or
implied, is given by or on behalf of any of J.P. Morgan Securities plc, Nordea
Bank Finland Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S
Helsinki Branch or any of their respective directors, officers, employees,
advisers or any of their respective affiliates or any other person as to the
accuracy, fairness, sufficiency or completeness of the information or the
opinions or the beliefs contained in this announcement (or any part hereof).
None of the information contained in this
announcement has been independently verified or approved by any of J.P. Morgan
Securities plc, Nordea Bank Finland Plc, Merrill Lynch International, BNP
PARIBAS or Danske Bank A/S Helsinki Branch or any of their respective directors,
officers, employees, advisers or any of their respective affiliates. Save in the
case of fraud, no liability is accepted by any of J.P. Morgan Securities plc,
Nordea Bank Finland Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank
A/S Helsinki Branch or any of their respective directors, officers, employees,
advisers or any of their respective affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with this
announcement.
No person has been authorised to give any
information or to make any representations other than those contained in this
announcement and, if given or made, such information or representations must not
be relied on as having been authorised by Talvivaara, any of J.P. Morgan
Securities plc, Nordea Bank Finland Plc, Merrill Lynch International, BNP
PARIBAS or Danske Bank A/S Helsinki Branch or any other person. Subject to
applicable rules and regulations, the issue of this announcement shall not, in
any circumstances, create any implication that there has been no change in the
affairs of Talvivaara and its group since the date of this announcement or that
the information in it is correct as at any subsequent date.
This communication is directed only at (i)
persons who are outside the United Kingdom or (ii) persons who have professional
experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") and (iii) high net worth entities, and other persons to whom it
may lawfully be communicated, falling within Article 49(2) of the Order (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 announcement or any of its contents.
TERMS AND CONDITIONS OF THE OFFERING
Overview of the Offering
The board of directors (the “Board of
Directors”) of Talvivaara Mining Company Plc (the “Company”) has decided
on the offering of shares in the Company (“Shares”) pursuant to the
authorisation granted by the extraordinary general meeting of shareholders in
the Company on 8 March 2013. Pursuant to the decision of the Board of Directors
on 8 March 2013, the Company intends to raise approximately EUR 261 million in
gross proceeds by way of a right offering (the “Offering”) to existing
shareholders to subscribe for 1,633,857,840 new Shares (the “Offer Shares”)
on the terms and conditions set out below.
As a result of the Offering, the total number of
Shares may, upon completion, increase from 272,309,640 Shares to a maximum of
1,906,167,480 Shares. Assuming that the Offering is fully subscribed for, the
Offer Shares would represent 600.0 per cent of the Shares in existence (the
“Existing Shares”) on 13 March 2013 (the “Record Date”) and related
voting rights prior to the Offering and, following completion of the Offering,
would represent 85.7 per cent of all Shares and related voting rights.
Subscription Rights
The Record Date for the Offering is 13 March
2013. The subscription rights granted in the Offering (the “Subscription
Rights”) will be recorded on shareholders’ book-entry accounts on 13 March
2013.
Shareholders who are registered in the
Company’s shareholders’ register maintained by Euroclear Finland Ltd
(“Euroclear Finland”) on the Record Date will receive one (1) Subscription
Right for each Existing Share held on the Record Date. One (1) Subscription
Right will entitle the holder to subscribe for six (6) Offer Shares. No
fractions of the Offer Shares or CREST depository interests (“CDIs”)
representing Offer Shares (“New CDIs”) will be allotted and a Subscription
Right cannot be exercised partially.
The Company’s CDI holders (“CDI
Shareholders”) who are registered in the Company’s CDI register maintained
by CREST on the Record Date will receive one (1) Subscription Right for each CDI
held on the Record Date (“Existing CDI”). Six Security Services holds
certain Existing Shares on behalf of CREST Depository Limited (the “CREST
Depository”) and, accordingly, will receive Subscription Rights. Six Security
Services will pass on the Subscription Rights in the form of representative
instruments to the CREST Depository which, in turn, will issue Subscription
Rights in the form of CDIs to CDI Shareholders in accordance with these terms
and conditions and the terms of the deed poll.
No Subscription Rights will be allocated to the
treasury Shares of the Company.
The Subscription Rights will be subject to
trading on NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) and
Subscription Rights, in the form of CDIs, will be admitted to trading on the
main market for listed securities of London Stock Exchange plc (the “London
Stock Exchange”). Trading in the Subscription Rights will commence on 18 March
2013.
Subscription Price
The subscription price (the “Subscription
Price”) is EUR 0.16 per Offer Share or New CDI. The Subscription Price will be
recorded in the invested unrestricted equity reserve of the Company.
Subscription Periods
The subscription period for the Offer Shares
(the “Share Subscription Period”) will commence on 18 March 2013 and expire
at 8:00 p.m. (Finnish time) on 5 April 2013. Shareholders should note that
places of subscription, book-entry account operators and custodians may require
submission of a subscription assignment on a date before the Share Subscription
Period ends.
The subscription period for the New CDIs (the
“CDI Subscription Period”) will commence on 18 March 2013 and expire at 2:00
p.m. (London time) on 3 April 2013.
Participation of the Principal Shareholders in
the Offering and Underwriting
Mr Pekka Perä, representing approximately 20.7
per cent of the Existing Shares, has irrevocably committed to subscribe for (i)
31,250,000 Offer Shares (corresponding to a total subscription price of EUR 5
million) (the “Mr Perä Subscription Commitment”) and (ii) such number of
additional Offer Shares with an aggregate subscription price that is equal to 76
per cent of any net proceeds received by him from the sale of (A) any
Subscription Rights during the Share Subscription Period and (B) any Shares at
any time prior to the end of the Share Subscription Period.
Solidium Oy (“Solidium”), representing
approximately 8.9 per cent of the Existing Shares, has irrevocably committed to
subscribe for 145,260,318 Offer Shares on the basis of the Subscription Rights
allocated to it (the “Solidium Subscription Commitment”). In addition,
Solidium has agreed to subscribe for any Offer Shares not otherwise subscribed
and paid for pursuant to Subscription Rights or in the secondary subscription up
to an aggregate subscription price of EUR 30 million (the “Solidium
Subscription Guarantee”).
Varma Mutual Pension Insurance Company,
representing approximately 8.7 per cent of the Existing Shares, has irrevocably
committed to subscribe for 142,236,558 Offer Shares on the basis of the
Subscription Rights allocated to it (together with the Mr Perä Subscription
Commitment, the Solidium Subscription Commitment and the Solidium Subscription
Guarantee, the “Shareholder Commitments”).
The Offering is being underwritten (save in
respect of those Offer Shares that are subject to Shareholder Commitments) by
J.P. Morgan Securities plc, Nordea Bank Finland Plc (“Nordea”, and together
with J.P. Morgan Securities plc, the “Joint Global Coordinators”), Merrill
Lynch International, BNP PARIBAS and Danske Bank A/S, Helsinki Branch (together
with the Joint Global Coordinators, Merrill Lynch International and BNP PARIBAS,
the “Managers”) in accordance with the terms and subject to the conditions
of the underwriting agreement between the Company and the Managers (the
“Underwriting Agreement”).
Exercise of Subscription Rights
The action to be taken by shareholders who are
registered in the Company’s shareholders’ register maintained by Euroclear
Finland in respect of the Offer Shares and CDI Shareholders in respect of New
CDIs differs. In addition to these terms and conditions, shareholders who are
registered in the Company’s shareholders’ register maintained by Euroclear
Finland are referred to the instructions set forth in “Instructions to
Euroclear Finland Registered Shareholders” and CDI Shareholders are referred
to the instructions set forth in “Instructions to CDI Shareholders”.
Any exercise of the Subscription Rights is
irrevocable and may not be cancelled other than as set forth under
“—Cancellation of Subscriptions under Certain Circumstances” below.
A shareholder who is registered in the
Company’s shareholders’ register maintained by Euroclear Finland may
participate in the Offering by subscribing for the Offer Shares by using the
Subscription Rights on such shareholder’s book-entry account and by paying the
Subscription Price therefor. Such shareholder can apply to subscribe for Offer
Shares in excess of the number of Offer Shares represented by the Subscription
Rights received. The Board of Directors will allocate any such additional Offer
Shares, if any, in accordance with the process set forth under
“—Subscription and Allotment of Unsubscribed Shares without Subscription
Rights” below.
In order to participate in the Offering, a
shareholder who is registered in the Company’s shareholders’ register
maintained by Euroclear Finland must give a subscription assignment in
accordance with the instructions provided by such shareholder’s book-entry
account operator or custodian. If the shareholder’s own book-entry account
operator or custodian does not provide instructions in relation to the
subscription, the shareholder should contact Nordea or Danske Bank Oyj
(“Danske Bank”).
Subscription for Offer Shares can be effected at
Nordea’s branch offices and Nordea Private Banking units during their normal
business hours, and Nordea Customer Service by telephone with bank identifier
codes from Monday to Friday from 8:00 a.m. to 8:00 p.m. (Finnish time) in
Finnish at +358 0200 3000 (local network charge/mobile phone charge apply), in
Swedish at +358 0200 5000 (local network charge/mobile phone charge apply) or in
English from Monday to Friday from 10:00 a.m. to 4:30 p.m. (Finnish time) at
+358 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.
Subscription for Offer Shares can also be
effected at Danske Bank’s branch offices and at Danske Bank Private Banking
during their normal business hours and Danske Bank Investment Line by telephone
with bank identifiers from Monday to Friday from 9:00 a.m. to 6:00 p.m. (Finnish
time) at +358 (0)200 2000 (local network charge/mobile phone charge apply).
A subscription assignment submitted through
Danske Bank Investment Line requires that the subscriber has a valid bank
identifier code agreement with Danske Bank. The Danske Bank Investment Line
calls are recorded.
Subscription assignments may also be submitted
to the book-entry account operators and custodians who have entered into an
authorised representative agreement with Nordea for the receipt of
subscriptions. The book-entry account customers of Euroclear Finland must submit
their subscription assignment at a branch office of Nordea or Danske Bank.
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 who are registered in the
Company’s shareholders’ register maintained by Euroclear Finland
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.
Subscription assignments must be submitted
separately for each book-entry account.
The Subscription Price of the Offer Shares
subscribed for in the Offering must 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 book-entry account operator or the custodian.
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.
A subscription will be deemed effected only
after the arrival of the subscription form at the subscription place or relevant
book-entry account operator or custodian and of the payment of the Subscription
Price in full.
Any unexercised Subscription Rights will expire
without any compensation at the end of the Share Subscription Period at 8:00
p.m. (Finnish time) on 5 April 2013.
Subscription and Allotment of Unsubscribed Offer
Shares without Subscription Rights
The Board of Directors will decide to offer the
Offer Shares that have not been subscribed for pursuant to the Subscription
Rights, if any, in a secondary offering to shareholders and/or to other
investors who have submitted a subscription assignment to subscribe for the
Offer Shares without Subscription Rights and/or, if the Offer Shares are not
fully subscribed for thereafter, to Solidium in respect of the Solidium
Subscription Guarantee of up to EUR 30 million and, if the Offer Shares are not
fully subscribed for thereafter, to subscribers procured by the Managers,
and/or, if the Offer Shares are still not fully subscribed for, to the Managers,
in each case, subject to the terms and conditions of the Underwriting Agreement.
Subscription for the Offer Shares without
Subscription Rights must be effected by a shareholder and/or other investor by
submitting a subscription assignment and simultaneously paying the Subscription
Price in accordance with the instructions provided by his/her book-entry 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 and/or
other investor does not receive instructions from his/her book-entry account
operator, custodian or nominee or if a subscription assignment cannot be
returned to his/her book-entry account operator, custodian or nominee, the
subscription assignment can be made at any of Nordea’s or Danske Bank’s
branch offices. If several subscription assignments are submitted in relation to
a single book-entry account, the assignments will be combined into one
assignment per book-entry account. The subscription assignment and payment must
be received by the shareholder’s and/or investor’s book-entry account
operator, custodian or nominee or, if the subscription assignment has been
submitted to Nordea or Danske Bank, by Nordea or Danske Bank on 5 April 2013 at
the latest or on an earlier date in accordance with instructions by the
book-entry account operator, custodian or nominee. CDI Shareholders must make
the subscription and related payment on 3 April 2013 at the latest or on an
earlier date in accordance with instructions they receive.
In the event that not all of the Offer Shares
have been subscribed for pursuant to the exercise of the Subscription Rights,
the Board of Directors will determine the allocation of Offer Shares subscribed
for without Subscription Rights as follows:
● first, to those that subscribed for Offer
Shares pursuant to Subscription Rights. If the Offering is oversubscribed by
such subscribers, the allocation among such subscribers will be determined per
book-entry account in proportion to the number of Subscription Rights exercised
by subscribers for the subscription of Offer Shares and, where this is not
possible, by drawing of lots;
● second, to those that have subscribed for
Offer Shares without Subscription Rights only and, if the Offering is
oversubscribed by such subscribers, the allocation among such subscribers will
be determined per book-entry account in proportion to the number of Offer Shares
for which such subscribers have subscribed and, where this is not possible, by
drawing of lots;
● third, to Solidium in respect of the
Solidium Subscription Guarantee of up to EUR 30 million in such a manner that
any subscriptions of the Offer Shares made by Solidium before the end of the
Share Subscription Period on 5 April 2013 that exceed the amount of the
Subscription Rights allocated to it reduce the maximum amount of the
above-mentioned Solidium Subscription Guarantee; and
● fourth, to subscribers procured by the
Managers or, failing which, to the Managers in accordance with, and subject to,
the terms and conditions of the Underwriting Agreement. The subscription period
with respect to Solidium (in respect of the Solidium Subscription Guarantee of
up to EUR 30 million), the Managers and subscribers procured by the Managers
expires on 12 April 2013.
The Company will confirm the approval or
rejection of subscriptions for Offer Shares without Subscription Rights to all
investors that have given such subscription assignments for the subscription for
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 16
April 2013. No interest will be paid on the refunded amount.
Cancellation of Subscriptions under Certain
Circumstances
In the event that the prospectus to be prepared
by the Company in connection with the Offering (the “Prospectus”) is
supplemented or amended due to an error, omission or material new information
which could be of material importance to investors, investors who have
subscribed for the Offer Shares or New CDIs are entitled to cancel their
subscriptions in accordance with the Finnish Securities Markets Act (746/2012)
within a minimum of two business days from the publication of the supplement. A
cancellation of a subscription may only be made in respect of all of the Offer
Shares the shareholder has subscribed for. The cancellation right may only be
used if the investor has committed to subscribe or subscribed for the Offer
Shares prior to the publication of the supplement or amendment to the Prospectus
and provided that the error, omission or material new information that has
resulted in the supplement or amendment has come in light prior to delivery of
the security to the investor and, for the Offer Shares subscribed for pursuant
to the Subscription Rights, the time when trading with the interim shares
representing the Offer Shares (the “Interim Shares”) begins. The procedure
regarding the cancellation of the subscriptions will be announced together with
any such supplement to the Prospectus in Finland through a stock exchange
release and in the United Kingdom via a regulatory information service.
If a shareholder who is registered in the
Company’s shareholders’ register maintained by Euroclear Finland or an
investor that has subscribed for Offer Shares without Subscription Rights
cancels his or her subscriptions, the institution to which subscription
instructions were submitted will refund the Subscription Price paid to the bank
account notified by the investor in connection with the subscription.
Subsequently, the Subscription Rights will be re-entered into the investor’s
book-entry account within approximately three business days after the
cancellation notification has been submitted.
In the case of CDI Shareholders, the
Subscription Rights will be re-credited to the CDI Shareholder’s CREST account
in the form of CDIs approximately three business days after the cancellation
notification has been submitted. The funds will be refunded without interest.
If a shareholder has sold or otherwise
transferred its Subscription Rights, such sale or transfer cannot be cancelled.
Trading of the Subscription Rights
Holders of Subscription Rights may sell their
Subscription Rights on the market at any time during the trading of the
Subscription Rights. Trading of the Subscription Rights on the Helsinki Stock
Exchange and the London Stock Exchange will commence on 18 March 2013 and expire
on 27 March 2013. The price of the Subscription Rights on the Helsinki Stock
Exchange and the London Stock Exchange will be determined in market trading.
Subscription Rights can be sold or purchased on the Helsinki Stock Exchange by
giving a sell or purchase assignment to one’s own book-entry account operator
or to any securities broker. Subscription Rights can be sold or purchased on the
London Stock Exchange through a securities broker or otherwise in accordance
with standard market arrangements.
The ISIN code of the Subscription Rights is
FI4000060959, the trading symbol on the Helsinki Stock Exchange is TLV1VU0113
and the trading symbol on the London Stock Exchange is TALS.
Approval of the Subscriptions
The Board of Directors 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 12 April 2013 and will, in accordance with the allocation principles set
out under “—Subscription for Offer Shares without Subscription Rights and
Allotment” above, approve subscriptions without Subscription Rights made in
accordance with these terms and conditions of the Offering and applicable laws
and regulations. No confirmation letters of acceptance of subscriptions made
pursuant to the Subscription Rights will be sent.
The Company will publish the final results of
the Offering in a stock exchange release on or about 12 April 2013.
Registration 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. Following completion of the Share Subscription Period (after
5 April 2013), CDI Shareholders who have exercised their Subscription Rights
will receive CDIs representing Interim Shares to be credited to the relevant
CREST account.
The ISIN code of the Interim Shares and the CDIs
representing Interim Shares will be FI4000060967, the trading symbol on the
Helsinki Stock Exchange will be TLV1VN0113 and the trading symbol on the London
Stock Exchange will be TALI. The Interim Shares and the CDIs representing
Interim Shares will be freely transferable and trading with the Interim Shares
on the Helsinki Stock Exchange, as a separate class of securities, will commence
on or about 8 April 2013 (the first day on which dealings in securities can take
place on both the Helsinki Stock Exchange and the London Stock Exchange (a
“Dealing Day”) following the expiration of the Share Subscription Period).
The Interim Shares will be combined with the Existing Shares (with ISIN code
FI0009014716 and trading symbol TLV1V) when the Offer Shares have been
registered with the Trade Register. Such combination is expected to occur on or
about 15 April 2013. The trading of the Offer Shares on the Helsinki Stock
Exchange is expected to commence on or about 16 April 2013.
The Offer Shares subscribed for without
Subscription Rights will be recorded as Shares on the subscriber’s book-entry
account on or about 15 April 2013.
Subscribers who subscribe for Offer Shares in
the form of New CDIs are expected to have the New CDIs credited to their CREST
accounts on or about 16 April 2013.
The Offer Shares and the New CDIs 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 with effect from the registration of the Offer Shares with the
Trade Register, which will occur on or about 15 April 2013.
The Offer Shares will rank pari passu with all
Existing Shares. Each Offer Share entitles the holder to one vote at General
Meetings.
Payments and Expenses
No transfer tax or service fee is payable on the
subscription of the Offer Shares or Interim Shares. Book-entry 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. Book-entry 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
22 of the Finnish Companies Act (624/2006, as amended) are available for review
at the Company’s website at www.talvivaara.com/investors/governance.
Applicable Law and Dispute Resolution
The Offering will be governed by the laws of
Finland. Any disputes arising in connection with the Offering will be settled by
the court of competent jurisdiction in Finland. By accepting rights under the
Offering in accordance with the instructions set out in the Prospectus,
shareholders irrevocably submit to the jurisdiction of the courts of Finland and
waive any objection to proceedings in any such court on the ground of venue or
on the ground that proceedings have been brought in an inconvenient forum.
Other Issues
The Board of Directors will resolve any other
issues and practical matters relating to the issue of the Offer Shares and the
Offering.
INSTRUCTIONS TO EUROCLEAR FINLAND REGISTERED
SHAREHOLDERS
Right to Subscribe for the Offer Shares in the
Offering
The Record date of the Offering is 13 March
2013. The Company will grant Subscription Rights to all shareholders whose
Existing Shares were acquired on 8 March 2013 at the latest.
If an Existing Share entitling the holder
thereof to a Subscription Right is pledged or subject to any other restrictions,
the Subscription Right may not necessarily be exercised without the consent of
the pledgee or the holder of any other right.
Transferability of Subscription Rights
The Subscription Rights are granted in the form
of electronic book-entries, they are freely transferable and are expected to be
traded on the Helsinki Stock Exchange from 18 March 2013 to 27 March 2013. The
price of the Subscription Rights will be determined on the basis of the
prevailing market situation. A holder of Subscription Rights can sell the
Subscription Rights by giving a sales assignment to its own account operator or
to any securities broker. The trading symbol of the Subscription Rights is
TLV1VU0113.
Time Limits Set for Investors
Holders of Subscription Rights should pay
particular attention to giving the applicable time limit for giving instructions
concerning the Offering to the depository or a book-entry account operator.
Certain book-entry account operators may seek to
sell unexercised Subscription Rights on behalf of their customers on the
Helsinki Stock Exchange pursuant to their asset management agreements. Thus,
they may instruct their customers to give their subscription instructions on a
date earlier than the expiration of trading of the Subscription Rights. Holders
of Subscription Rights should pay particular attention to time limits when
purchasing the Subscription Rights in the secondary market close to the
expiration of the Share Subscription Period. In accordance with the normal
clearing rules of Helsinki Stock Exchange, the Subscription Rights are entered
into the holder’s book-entry account three business days after the date of
purchase and the holder can only exercise the Subscription Rights to subscribe
for the Offer Shares after such purchase has been entered into the book-entry
account of the holder. All Subscription Rights that are not used by the
expiration of the Share Subscription Period will expire without compensation.
Publication and the Results of the Offering and
Confirmation of the Subscriptions
The Company will publish the final results of
the Offering in a stock exchange release on or about 12 April 2013.
The Company will not send any confirmation
letters or letters of acceptance confirming any subscriptions made pursuant to
the Subscription Rights.
Trading of Offer Shares
Prior to issuing the Offer Shares, the Company
will distribute Interim Shares to each subscriber, and such Interim Shares will
be entered into each subscriber’s book-entry account and represent the Offer
Shares subscribed for in the Offering. The Interim Shares will be tradable on
the Helsinki Stock Exchange with the trading symbol TLV1VN0113 as of 8 April
2013, the first stock exchange trading day after the expiration of the Share
Subscription Period.
On or about 15 April 2013, the Interim Shares
will be combined in the book-entry system with the Existing Shares immediately
after the Offer Shares have been registered with the Trade Register. The Offer
Shares will become subject to trading together with the Existing Shares on or
about 16 April 2013. The Offer Shares are freely transferable.
Commissions
No separate costs or commissions are payable to
the Company by an investor for subscribing for Offer Shares. Account operators
and brokers will, however, charge a fee for the trading of the Subscription
Rights, as well as commissions for the maintenance of the book-entry account and
any transactions pursuant to their price lists.
Shareholders Resident in Certain Jurisdictions
The Offering consists of a public offering in
Finland and the United Kingdom only. Shareholders who are resident in, or who
are citizens of, or who have a registered address in countries other than
Finland or the United Kingdom may be affected by the laws of the relevant
jurisdiction. Those persons should consult their professional advisers as to
whether they require any governmental or other consent or need to observe any
other formalities to enable them to exercise their Subscription Rights. For
further information, see “Selling and Transfer Restrictions” in the
Prospectus.
Additional Information
For further information on the rights relating
to the Shares, see “Description of the Shares and Share Capital—Shareholder
Rights” in the Prospectus.
INSTRUCTIONS TO CDI SHAREHOLDERS
Right to Subscribe for the Offer Shares in the
Offering
CDI Shareholders who are registered in the
Company’s CDI register maintained by CREST on the Record Date will receive one
(1) Subscription Right for each Existing CDI held on the Record Date. Six
Security Services holds certain Existing Shares on behalf of the CREST
Depository and, accordingly, will receive Subscription Rights. Six Security
Services will pass on the Subscription Rights in the form of representative
instruments to the CREST Depository which will in turn issue Subscription Rights
in the form of CDIs to CDI Shareholders in accordance with the terms of the deed
poll.
If an Existing CDI entitling the holder thereof
to a Subscription Right is pledged or subject to any other restrictions, the
Subscription Right may not necessarily be exercised without the consent of the
pledgee or the holder of any other right.
Procedure for Acceptance and Payment
CDI Shareholders who wish to exercise all or
part of their entitlements in respect of, or otherwise to transfer all or part
of, their Subscription Rights held by them in CREST should refer to the CREST
Manual as published by Euroclear UK and Ireland Limited (“Euroclear UK”)
from time to time (the “CREST Manual”) for further information on the CREST
procedures referred to below. CDI Shareholders who are CREST sponsored members
should consult their CREST sponsor if they wish to exercise their entitlement as
only the CREST sponsor will be able to take the necessary action to exercise
such holder’s entitlement or otherwise to deal with such holder’s
Subscription Rights.
Euroclear UK will separately contact CDI
Shareholders with respect to arrangements to subscribe for New CDIs in excess of
the number of New CDIs represented by their Subscription Rights. Any such
subscription will require a cash only USE Instruction.
The Subscription Rights constitute a separate
security for the purposes of CREST and can accordingly be transferred, in whole
or in part, by means of CREST in the same manner as any other security that is
admitted to CREST.
If you have any questions on the procedure for
acceptance and payment in respect of Subscription Rights held in the form of
CDIs in CREST, you should contact Euroclear UK on 0845 9645 648 (if calling from
the UK) or +44 20 7849 0199 (if calling from outside the UK) during normal
office hours. Please note that the CREST Depository cannot provide financial
advice on the merits of the Offering or as to whether you should exercise your
Subscription Rights.
Any unexercised Subscription Rights will expire
without any compensation at the end of the CDI Subscription Period at 2:00 p.m.
(London time) on 3 April 2013.
USE Instructions
CDI Shareholders who wish to exercise all or
part of their entitlement in respect of Subscription Rights in CREST must send
(or, if they are CREST sponsored members, procure that their CREST sponsor
sends) a USE Instruction (and not, for the avoidance of confusion, an MTM
instruction with which they may be more familiar) to Euroclear UK which, on its
settlement, will have the following effect:
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