Oriola-KD completes the 9.35 million class B shares directed issue to
Oriola-KD Corporation Stock Exchange Release 3 June 2009 at 9.55 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
Oriola-KD is pleased to announce that it will complete the directed
issue of up to 9.35 million new ordinary shares.
A total of 9.35 million new class B shares are being issued by
Oriola-KD, representing approximately 9.98 per cent of the number of
Oriola-KD's class B shares immediately prior to the directed issue.
The class B shares have been placed with institutions at a price of
EUR 2.25 per share, with the gross proceeds received by the company
being EUR 21.0 million. The terms and conditions of the directed
issue are enclosed to this stock exchange release.
Admission on NASDAQ OMX Helsinki Ltd will become effective and
dealings will commence in the class B shares issued in the directed
issue on or about 8 June 2009.
SEB Enskilda is acting as the Lead Manager and Bookrunner in relation
to the Directed Issue.
President and CEO
Executive Vice President and CFO
For further enquiries, please contact:
Executive Vice President and CFO
tel. +358 10 429 2069
David Glasspool +44 (0) 207 246 4066
Mika Laukia +358 50 561 1518
NASDAQ OMX Helsinki Ltd.
FI-02200 Espoo, Finland
The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States,
Canada, Australia or Japan. This release 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
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.
This release 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 document does not constitute an offer of securities to the
public in the United Kingdom. No prospectus has been or will be
approved for publication in the United Kingdom in respect of the
securities. Consequently the securities must not be sold or offered
for sale in the United Kingdom, except to persons who fall within the
exemptions set out in the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended.
SEB Enskilda is acting for the company and no one else in connection
with the directed issue and will not be responsible to anyone other
than the company for providing the protections afforded to their
respective clients or for providing advice in relation to the
directed issue and/or any other matter referred to in this release.
ANNEX: TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Oriola-KD (the "Company") has in its
meeting of 3 June 2009 resolved by virtue of the authorisation
granted by the Annual General Meeting of the Company on 16 April 2009
that the Company shall issue of a maximum of 9,350,000 class B shares
by a directed share issue. The shares will be issued on the following
terms and conditions:
1. SHARE SUBSCRIPTION
A maximum of 9,350,000 new class B shares (the "Shares", each a
"Share") shall be issued. The Shares will be offered to be subscribed
for by qualified investors referred to in the prospectus directive
(2003/71/EC) in deviation from the pre-emptive subscription rights of
the shareholders set forth in Chapter 9, Section 3 of the Finnish
2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price for the Shares is EUR 2.25 per Share. The
subscription price for the Shares is based on the price determined in
the book-building procedure, which is considered the fair value of
The Subscription Price shall be recorded in its entirety to the
unrestricted invested equity fund of the Company.
3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
The subscription period commences on 3 June 2009 and ends on 4 June
2009. The subscription shall be effected by paying the entire
Subscription Price of the Shares to the bank account as designated by
the Company. The Board of Directors of the Company has a right to
extend the subscription period.
4. TERMS OF PAYMENT
The Subscription Price shall be paid upon subscription during the
above-mentioned subscription period.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares entitle to dividend and other rights in the Company as
from the registration of the Shares.
The Shares will be issued in the Finnish book-entry system.
6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF
The pre-emptive subscription rights of the shareholders are deviated
from since the purpose of the share issue is to strengthen the
Company's capital structure. There are thus weighty financial reasons
from the Company's perspective for deviating from the pre-emptive
subscription rights of the shareholders as referred to in Chapter 9
Section 4 of the Finnish Companies Act.
7. OTHER ISSUES
The Board of Directors of the Company will decide on other matters
related to the share issue and practical arrangements resulting