Rocla Oyj
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT
Rocla Oyj / Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. ---------------------------------------------------------------------- Rocla Oyj STOCK EXCHANGE RELEASE Nov 19 2008 at 5.00 p.m. NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT ON AN AGREEMENT WHICH, WHEN IMPLEMENTED, RESULTS IN A CHANGE IN HOLDINGS Rocla Oyj has received today a notification referred to in chapter 2, section 9 of the securities market act concerning the shares of Rocla Oyj. ROCLA OYJ Hilkka Webb CFO Distribution NASDAQ OMX Helsinki Main media NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT ON AN AGREEMENT WHICH, WHEN IMPLEMENTED, RESULTS IN A CHANGE IN HOLDINGS Mitsubishi Caterpillar Forklift Europe B.V. (MCFE), a subsidiary of Mitsubishi Heavy Industries, Ltd. (MHI), announced on 23 October 2008 a public tender offer to acquire all of the issued and outstanding shares and option rights in Rocla Oyj (Rocla) that are not owned by Rocla or the MHI group of companies (the Tender Offer). In connection with the Tender Offer MCFE has received undertakings by Rocla shareholders Oy Etra Invest Ab, EVK-Capital Oy and Eero Karvonen, representing in total approximately 27.70 % of the shares and votes in Rocla, according to which said shareholders irrevocably and subject only to the completion of the Tender Offer commit themselves to accept the Tender Offer with respect to their Rocla shares (the Undertakings). At the date hereof, MCFE already holds a total of 600,000 shares in Rocla, representing approximately 14.07 % of all the shares and voting rights in Rocla. Further, Mitsubishi Caterpillar Forklift America Inc. (MCFA), a subsidiary of MHI, holds a total of 600,000 shares in Rocla, representing approximately 14.07 % of all the shares and voting rights in Rocla. The above holding of MCFA will be transferred to MCFE in connection with the Tender Offer through a group internal transfer. MHI has on 23 October 2008 notified the Financial Supervision Authority and Rocla that, if the Tender Offer is completed, the holding of MCFE in Rocla will, based on the Undertakings and the transfer of MCFA's holding in Rocla to MCFE, exceed 50 % of the shares and voting rights of Rocla. MCFE has today received confirmation that as per 18 November 2008 shareholders representing approximately 38.58 % of the share capital and voting rights in Rocla have accepted the Tender Offer. Such acceptances include the shares covered by the Undertakings. In accordance with Chapter 2, Section 9 of the Securities Market Act we hereby notify the Financial Supervision Authority and Rocla that, if the Tender Offer is completed, the holding of MCFE in Rocla will, based on the acceptances of the Tender Offer received by 18 November 2008 and the transfer of MCFA's holding in Rocla to MCFE, exceed 2/3 of the shares and voting rights in Rocla as follows: Name of the target company Rocla Oyj, Business Identity Code 0124294-1. Date on which the flagging threshold was exceeded 18 November 2008 Exact proportion of shares and voting rights in Rocla Upon the completion of the Tender Offer and the transfer of MCFA's holding in Rocla to MCFE, MCFE's holding in Rocla would on the basis of the above acceptances of the Tender Offer be as follows: -------------------------------------------------------------------------------- | Number of shares | Proportion of shares | Proportion of voting | | | | rights | -------------------------------------------------------------------------------- | 2,845,311 | 66.72 % | 66.72 % | -------------------------------------------------------------------------------- The registered share capital of Rocla comprises a total of 4,264,788 shares entitling to 4,264,788 votes. Shareholder's full name, Registration Number Mitsubishi Heavy Industries, Ltd., registration number 0104-01-050387. Mitsubishi Caterpillar Forklift Europe B.V., registration number 39052636. Mitsubishi Caterpillar Forklift America Inc., registration number 3451085. In Helsinki on 19 November 2008 MITSUBISHI HEAVY INDUSTRIES, LTD. News Source: NASDAQ OMX 19.11.2008 Financial News transmitted by DGAP ---------------------------------------------------------------------- Language: English Issuer: Rocla Oyj Finland Phone: Fax: E-mail: Internet: ISIN: FI0009006589 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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