Tiimari Oyj Abp
Tiimari Plc: NOTIFICATION OF CHANGE IN OWNERSHIP PURSUANT TO CHAPTER 2, SECTION 10 OF THE FINNISH SECURITIES MARKETS ACT
Tiimari Oyj Abp 10.06.2011 14:55 --------------------------------------------------------------------------- Tiimari Plc Stock Exchange Release 10 June 2011 at 15.55 NOTIFICATION OF CHANGE IN OWNERSHIP PURSUANT TO CHAPTER 2, SECTION 10 OF THE FINNISH SECURITIES MARKETS ACT Tiimari Plc ('Tiimari') has today received a notice pursuant to Chapter 2, Section 9 of the Finnish Securities Markets Act from Unioca Partners Oy ('Unioca'). Unioca has today agreed to purchase all Tiimari's convertible capital loans held by Virala Oy Ab, as well as all Tiimari's shares held by Atine Group Oy and Vessilä Oy Ab. Upon the execution of the transactions, Unioca's share of Tiimari's shares and votes will exceed the flagging threshold of 1/5. The notice received from Unioca also relates to the contemplated financing arrangement published by Tiimari today on 10 June 2011. Tiimari's Board of Directors has today convened an Extraordinary General Meeting of Shareholders to resolve on authorizing the Board of Directors of Tiimari to undertake a rights issue pursuant to the shareholders' pre-emptive right of subscription, as well as a directed issue of shares to some of Tiimari's creditors. Tiimari has received subscription commitments and guarantees in relation to the financing arrangement, e.g. from Unioca, such commitments being conditional upon the resolution by the Extraordinary General Meeting of Shareholders. Unioca's portion of Tiimari's shares and votes may exceed the flagging threshold of 2/3 if the planned share issues are carried out solely in accordance with the subscription commitments and guarantees given. 1. Name of the target company: Tiimari Plc (0106264-1) 2. Basis of notification: (a) Agreement dated 10 June 2011 concerning purchase of shares and convertible capital loans, resulting in exceeding the flagging threshold of 1/5. The trade will be settled as agreed by the parties, and however, at the latest before the record date for the proposed share issue. (b) Transaction that, if carried out, may result in exceeding the flagging threshold of 2/3 (commitments given on 10 June 2011 in relation to the contemplated financing arrangement). 3. Name and business identity code of the person subject to the notification obligation: Unioca Partners Oy (2403088-8) 4. Portion of the target company's votes and shares: (a) Prior to the purchase of shares and the financing arrangement Unioca does not own any shares or votes in Tiimari. (b) Following the execution of the purchase of shares agreed on 10 June 2011, Unioca owns a total of 3,837,731 shares in Tiimari, amounting to 23.29% of Tiimari's shares and votes, as well as Tiimari's convertible capital loans 2009 and 2011 (which are subject to the undertakings pertaining to the proposed financing arrangement). Based on their current terms, the convertible capital bonds would entitle to a total of 3,810,163 new shares. c) Provided that the financing arrangement published by Tiimari on 10 June 2011 (and proposed to the Extraordinary General Meeting of Shareholders) is carried out and the commitments and guarantees given by Unioca will be completed in full, Unioca will own a total of 260,347,076 shares in Tiimari following the arrangement which would correspond to a maximum of 68.37% of Tiimari's shares and votes following the arrangement - provided that the financing arrangement will be completed in accordance with the commitments and guarantees given. In this case Unioca would become the parent company of the Tiimari group. The final ownership of Unioca in connection with the completion of the financing arrangement depends on the final size of the share issues (see section 5 below) and may be substantially smaller. 5. Description of the relevant terms of the arrangement: The number of Tiimari's shares registered in the Trade Register as per 10 June 2011 amounts to 16,474,755 shares. Each share entitles to one vote. Provided that the Extraordinary General Meeting of Shareholders approves the proposed authorization, the number of new shares to be issued would amount to a maximum of 164,747,550 new shares in the rights issue and to a maximum of 264,222,221 new shares in the directed issue to certain creditors. Accordingly, provided that the share issues would be completed in full, the total number of Tiimari's shares following the arrangement would amount to 445,444,526 shares. Tiimari has received subscription commitments and guarantees in respect of a total of 122,222,219 new shares in the proposed rights issue and in respect of a total of 242,111,107 new shares in the proposed directed issue. Provided that the share issues are completed pursuant to the subscription commitments and guarantees (and to that extent only), the total number of Tiimari's shares following the arrangement would amount to 380,808,081 shares. This number of shares has been used as the basis for calculating the holdings after the arrangement. In addition to the subscription commitments and guarantees, forward contracts have been executed regarding the purchase of newly issued shares subscribed by certain creditors by setting off their loan receivables in the directed issue. In the proposed financing arrangement, Unioca has given commitments and guarantees in respect of a total of 256,509,345 shares as follows: (a) Subscription commitment in the rights issue: 38,377,310 shares (b) Subscription guarantee in the rights issue: 57,968,432 shares (c) Subscription commitment in the directed issue (convertible capital loans): 51,111,111 shares (d) Forward contracts: 109,052,492 shares. The subscription and underwriting commitments submitted for the rights issue and the directed issue are conditional upon the fulfillment of the following preconditions: (i) The Extraordinary General Meeting of Tiimari 2011 decides to grant the Board of Directors the authorization to execute the share issues; (ii) The Board of Directors of Tiimari decides by 31 October 2011 at the latest to execute the share issues; (iii) Prior to commencing the share issues the Board of Directors of Tiimari drafts and publishes listing prospectuses, in accordance with the Finnish Securities Markets Act, based on which Tiimari's new shares would become subject to public trading in accordance with the terms of the share issues and Tiimari has complied with the disclosure requirements of the Finnish Securities Markets Act. The final size of the share issues (subject to completion) and the participation therein has a significant impact on Unioca's holding, which may be substantially lower than the maximum. The FFSA has on 10 June 2011 granted Unioca an exemption from the obligation to make a tender offer for the shares and instruments entitling to shares in Tiimari pursuant to Chapter 6, Section 10 of the Finnish Securities Markets Act. The exemption is in force as long as the ownership of Unioca pursuant to Chapter 6, Section 10 of the Finnish Securities Markets Act exceeds three tenths (3/10) of Tiimari's votes. The exemption is subject to the condition that neither Unioca nor other persons, entities or foundations as defined in Chapter 6, Section 10, sub-section 2 of the Finnish Securities Market Act acquire or subscribe more shares in Tiimari or otherwise increase their number of votes in Tiimari. Niila Rajala CEO Tiimari Plc Further information: CEO Niila Rajala, Tiimari Plc tel. + 358 (0)3 812911 Distribution: NASDAQ OMX Helsinki Important news media www.tiimari.com News Source: NASDAQ OMX 10.06.2011 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Tiimari Oyj Abp Finland Phone: Fax: E-mail: Internet: ISIN: FI0009003859 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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