Oriola-KD completes the 9.35 million class B shares directed issue to institutional investors
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. Oriola-KD Corporation Eero Hautaniemi President and CEO Kimmo Virtanen Executive Vice President and CFO For further enquiries, please contact: Kimmo Virtanen Executive Vice President and CFO tel. +358 10 429 2069 e-mail: email@example.com SEB Enskilda David Glasspool +44 (0) 207 246 4066 Mika Laukia +358 50 561 1518 Distribution: NASDAQ OMX Helsinki Ltd. Key media Released by: Oriola-KD Corporation Corporate Communications Orionintie 5 FI-02200 Espoo, Finland www.oriola-kd.com Important Notice The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan.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 Companies Act. 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 Shares. 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 SHAREHOLDERS 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 therefrom.