Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara Mining Company Plc : Publication
of the Prospectus relating to the Rights Offering of Talvivaara
Stock Exchange Release
Talvivaara Mining Company Plc
13 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE APPLICABLE
PROSPECTUS WHICH, SUBJECT TO APPROVAL FROM THE FINNISH FINANCIAL SUPERVISORY
AUTHORITY, IS EXPECTED TO BE PUBLISHED BY TALVIVAARA IN CONNECTION WITH THE
OFFERING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION AND
DISTRIBUTION, BE AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.
Talvivaara Mining Company Plc
Publication of the Prospectus relating to the Rights Offering of Talvivaara
Talvivaara Mining Company Plc (the "Company" or "Talvivaara") will publish the
prospectus related to the rights offering of 1,633,857,840 new shares in the
Company (the "Offering") today. The prospectus approved by the Finnish
Financial Supervisory Authority will be available on Talvivaara's website
www.talvivaara.com as of today and, on or about 14 March 2013, at the
subscription places for the Offering. The English language version of the
prospectus passported to the United Kingdom will be uploaded to the National
Storage Mechanism and is expected to be available for inspection at
www.hemscott.com/nsm later today.
The terms and conditions of the Offering were published in a separate stock
exchange release on 8 March 2013.
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO
Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals
producer with its primary focus on nickel and zinc using a technology known as
bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction
of metals from low grade ore economically viable. The Talvivaara deposits
comprise one of the largest known sulphide nickel resources in Europe. The ore
body is estimated to support anticipated production for several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its
main output of nickel and cobalt to Norilsk Nickel and entered into a
long-term zinc streaming agreement with Nyrstar NV. Talvivaara is listed on
the London Stock Exchange Main Market and NASDAQ OMX Helsinki. Further
information can be found at www.talvivaara.com.
This announcement is an advertisement and not a prospectus and investors
should not subscribe for or purchase any shares or securities referred to in
this announcement except on the basis of information in the applicable
prospectus which, subject to approval from the Finnish Financial Supervisory
Authority, which are expected to be published by Talvivaara in connection with
the Offering. Copies of the prospectus will, following publication and
distribution, be available from Talvivaara's registered office. Nothing in
this announcement should be interpreted as a term or condition of the
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. These written materials do 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.
The issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. None of
Talvivaara J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS and Danske Bank A/S Helsinki Branch assume any
responsibility in the event there is a violation by any person of such
The information contained herein 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. Investors
must neither accept any offer for, nor acquire, any securities to which this
announcement refers, unless they do so on the basis of the information
contained in the applicable Prospectus published or distributed by Talvivaara.
Talvivaara has not authorised any offer to the public of securities in any
Member State of the European Economic Area other than Finland and the United
Kingdom. With respect to each Member State of the European Economic Area other
than Finland and the United Kingdom 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 in that Member
State by any measure implementing the Prospectus Directive in that 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.
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share for the current or future financial years would
necessarily match or exceed the historical published earnings per share.
Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent financial adviser.
J.P. Morgan Securities plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sole sponsor for
Talvivaara and no one else in connection with the Offering and will not regard
any other person (whether or not a recipient of this announcement) as a client
in relation to the Offering and will not be responsible to anyone other than
Talvivaara for providing the protections afforded to its clients or for giving
advice in connection with the Offering, the contents of this announcement and
the accompanying documents or any other transaction, arrangement or matter
referred to herein or therein.
Each of Nordea Bank Finland Plc, Merrill Lynch International, BNP PARIBAS and
Danske Bank A/S Helsinki Branch is acting exclusively for Talvivaara and for
no one else in connection with the Offering and will not regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Offering and will not be responsible to anyone other than
Talvivaara for providing the protections afforded to their respective clients
or for providing advice in connection with the Offering or any other
transaction, arrangement or matter referred to herein.
This announcement should not be considered a recommendation by any of J.P.
Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch International,
BNP PARIBAS or Danske Bank A/S Helsinki Branch or any of their respective
directors, officers, employees, advisers or any of their respective affiliates
in relation to any purchase of or subscription for securities.
No representation or warranty, express or implied, is given by or on behalf of
any of J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or any of their
respective directors, officers, employees, advisers or any of their respective
affiliates or any other person as to the accuracy, fairness, sufficiency or
completeness of the information or the opinions or the beliefs contained in
this announcement (or any part hereof).
None of the information contained in this announcement has been independently
verified or approved by any of J.P. Morgan Securities plc, Nordea Bank Finland
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki
Branch or any of their respective directors, officers, employees, advisers or
any of their respective affiliates. Save in the case of fraud, no liability is
accepted by any of J.P. Morgan Securities plc, Nordea Bank Finland Plc,
Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or
any of their respective directors, officers, employees, advisers or any of
their respective affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this announcement
or its contents or otherwise in connection with this announcement.
No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied on as having
been authorised by Talvivaara, any of J.P. Morgan Securities plc, Nordea Bank
Finland Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S
Helsinki Branch or any other person. Subject to applicable rules and
regulations, the issue of this announcement shall not, in any circumstances,
create any implication that there has been no change in the affairs of
Talvivaara and its group since the date of this announcement or that the
information in it is correct as at any subsequent date.
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high
net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). Any investment activity to which this
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this announcement or any of its contents.
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
Press spacebar to pause and continue. Press esc to stop.