Nurminen Logistics Plc Stock Exchange Release 24 July 2017, at 3.30 P.M Finnish time
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Hong Kong, Japan, South Africa or any other country where such publication or distribution would violate applicable regulation or would require any measure to be undertaken, in addition to the requirements under Finnish law.
According to the preliminary results of Nurminen Logistics Plc’s (“Nurminen Logistics” or the “Company”) rights offering (the “Rights Offering”), where a maximum of 29,229,764 new shares (the “New Shares”) were offered for subscription pursuant to the subscription rights of the shareholders, a total of 4,619,501 New Shares were subscribed for representing approximately 15.80 per cent of the New Shares offered. The Rights Offering did not include the right to secondary subscription. In accordance with the terms and conditions of the Rights Offering, the Board of Directors of the Company resolves on the allocation of the unsubscribed New Shares to the parties who have undertaken to subscribe for the unsubscribed New Shares. The Company will inform investors who have given subscription undertakings on the allocation of the New Shares on or about 25 July 2017. The subscription undertakings obtained by the Company represent up to about 59.87 per cent of the total number of the New Shares offered in the Rights Offering. In addition, the subscription undertaking from Ilmarinen Mutual Pension Insurance Company (debt conversion) represents up to about 30.04 per cent of the total number of the New Shares offered.
The subscription period for the Rights Offering ended on 21 July 2017, and trading in interim shares (NLG1VN0117), representing the New Shares subscribed for pursuant to subscription rights, commenced on 24 July 2017. The interim shares will be combined with the Company’s existing shares (NLG1V) after the New Shares have been registered with the Finnish Trade Register, which is expected to occur on or about 28 July 2017. Trading in the New Shares as existing shares on the official list of Nasdaq Helsinki Ltd is expected to commence on or about 31 July 2017.
The New Shares will entitle their holders to dividend and other distributions of funds, if any, and to other shareholder rights in Nurminen Logistics after the New Shares have been registered with the Finnish Trade Register and Nurminen Logistics’ shareholder register on or about 28 July 2017.
Nurminen Logistics expects to announce the final results of the Rights Offering on or about 27 July 2017.
Nurminen Logistics Plc
Board of Directors
Further information, please contact:
Olli Pohjanvirta, Chairman of the Board of Directors, tel. +35840 900 6977
Marko Tuunainen, President and CEO, tel. +35810 545 7011
Nasdaq Helsinki Oy
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa or any other country where such publication or distribution would violate applicable regulation or would require any measure to be undertaken, in addition to the requirements under Finnish law. The issue, exercise or sales of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no 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 a 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 document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States. There is no intention to offer securities in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland 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 by any measure implementing the Prospectus Directive in that Relevant 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 announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This announcement and the offer when made are only addressed to and directed at persons who (1) are outside the United Kingdom, (2) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000, Order 2005 as amended (the “Order”) or are persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies, unincorporated associations, etc.”) or (3) to persons to whom an invitation or inducement within the meaning of section 21 of the Financial Services and Markets Act 2000 may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The information set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Nurminen Logistics' preliminary results of the rights offering