Talvivaaran Kaivososakeyhtiö Oyj : Supplement to Talvivaara Mining Company
Plc's Prospectus Dated 12 March 2013
Stock Exchange Release
Talvivaara Mining Company Plc
9 April 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 (AND ANY SUPPLEMENTARY PROSPECTUS) PUBLISHED BY TALVIVAARA IN
CONNECTION WITH THE OFFERING. COPIES OF THE PROSPECTUS (AND ANY SUPPLEMENTARY
PROSPECTUS) ARE, OR WILL BE, AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.
Supplement to Talvivaara Mining Company Plc's Prospectus Dated 12 March 2013
Talvivaara Mining Company Plc has supplemented its prospectus dated 12 March
2013. The Finnish Financial Supervisory Authority has on 9 April 2013 approved
the supplement to the prospectus which is attached hereto in full.
Final dates for the settlement of the offering, if changed from those
preliminarily indicated in the prospectus, will be confirmed on or before 12
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 (and any supplementary prospectus) published by Talvivaara in
connection with the Offering. Copies of the prospectus (and any supplementary
prospectus) are, or will be, available from Talvivaara's registered office.
Nothing in this announcement should be interpreted as a term or condition of
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.
This communication includes forward-looking statements within the meaning of
the securities laws of certain applicable jurisdictions. These forward-looking
statements include, but are not limited to, all statements other than
statements of historical facts contained in this communication, including,
without limitation, those regarding Talvivaara's strategy, plans, objectives,
goals and targets. By their nature, forward looking statements involve known
and unknown risks, uncertainties and other factors because they relate to
events and depend on circumstances that may or may not occur in the future.
Talvivaara cautions you that forward-looking statements are not guarantees of
future performance and are based on numerous assumptions and that its actual
results of operations, including its financial condition and liquidity, may
differ materially from (and be significantly more negative than) those made
in, or suggested by, the forward-looking statements contained in this
communication. In particular, this communication includes forward-looking
statements relating to Talvivaara's plans to address the recent operational
challenges faced by Talvivaara. Such estimates are based on a number of
assumptions that are, in turn, based on currently available information and
judgments based on such information. However, these assumptions are inherently
uncertain and subject to a wide variety of significant operational and
regulatory risks and uncertainties that could cause the actual outcome of
Talvivaara's actions to materially differ from those anticipated.
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.
Supplement to the prospectus dated 9 April 2013:
This supplement may not be sent to any person in Australia, Canada, Hong Kong,
Japan, South Africa or, subject to certain exceptions, the United States, or
any other jurisdiction in which it would not be permissible. Except as
expressly noted in the prospectus, no offering has been made in or into any
Talvivaara Mining Company Plc ("Talvivaara" or the "Company") supplements the
prospectus dated 12 March 2013 relating to the offering (the "Offering") of
1,633,857,840 new shares (the "Offer Shares") or CREST depositary interests
("CDIs") representing the Offer Shares (the "New CDIs") with the following
information. This information should be read in conjunction with the
prospectus dated 12 March 2013.
On 8 April 2013, Talvivaara published the following stock exchange release:
"Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that
a leakage has been detected at the gypsum pond of its Sotkamo mine on Sunday
evening 7 April 2013. The leakage is located at the pond section adjacent to
the section where a leakage occurred in November 2012, and is potentially
linked to the previous leakage.
The Company estimates that approximately 250,000 m^3 of water has leaked from
the pond by now and that the remaining water volume in the pond section is
approximately 370,000 m^3. The safety capacity at Talvivaara's Southern water
treatment unit is currently approximately 1,000,000 m^3 and also the water
treatment capacity to treat the water leaking into the dams is sufficient. No
untreated water is therefore expected to be directed outside of the mine area.
The leakage however consumes safety capacity in advance of the spring melt,
and the Company has therefore increased discharge of purified water to the
Southern direction to approximately 800 m^3/h and the discharge rate is
estimated to be further increased to approximately 1,500 m^3/h later in the
As the risk level of the leaking pond section has been known to be elevated,
the Company has during the current year focused on maximising safety capacity
in dams through improving dam structures, increasing water neutralisation
capacity and discharging treated waters. Under normal circumstances the water
in the gypsum pond would have been treated at the metals recovery plant, but
will now be neutralised at the Southern water treatment unit instead.
Pumping arrangements at Talvivaara's metals recovery plant are currently being
altered such that water purification capacity at the plant can be maximised
and as much as possible of treated water can also be discharged to the
In addition, on 9 April 2013, Talvivaara published the following stock
"Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that
the gypsum pond leakage detected on 7 April 2013 at its Sotkamo mine has,
based on current knowledge, been successfully stemmed. The leakage point in
the pond was detected in the afternoon of 8 April 2013, after which the
Company started to fill the leakage point with moraine. On the basis of
current knowledge Talvivaara estimates that the water volume leaked to the
safety dams is less than 400,000 m^3. The total water volume of the pond
section where the leakage occurred is estimated at approximately 620,000 m^3.
The safety capacity and treatment capacity at the water treatment units are
sufficient for treating the water that has leaked and may still leak from the
gypsum pond section in question. No untreated water is expected to be directed
outside of the mine area.
Sufficient safety capacities in the Southern safety dams are highly important
in view risk management. This is especially important in anticipation of the
spring melt, which is expected to accelerate late this week. Talvivaara has
therefore increased the discharge of purified excess water to the Vuoksi
waterway in the South to a level of 800 m^3/h and the flow rate will be
further increased to a level of 1,500 m^3/h to ensure sufficient safety
The levels of harmful substances in discharged waters are clearly below the
limit values set in Talvivaara's environmental permit. Water quality has
remained consistent and quality monitoring is carried out continuously."
The above mentioned information supplements the section "Operating and
Financial Review and Prospects-Recent Developments" in the prospectus.
Investors' Right to Cancel Their Subscriptions
Pursuant to the terms and conditions of the Offering, in the event that the
prospectus is supplemented or amended due to an error, omission or material
new information which could be of material importance to investors, investors
who have subscribed for the Offer Shares or New CDIs are entitled to cancel
their subscriptions in accordance with the Finnish Securities Markets Act
(746/2012) within a minimum of two business days from the publication of the
supplement in the relevant jurisdiction, which shall be 9 April 2013 in
Finland and is expected to take place on 10 April 2013 in the United Kingdom.
A cancellation of a subscription may only be made in respect of all of the
Offer Shares or New CDIs the shareholder has subscribed for. The cancellation
right may only be used if the investor has committed to subscribe or
subscribed for the Offer Shares or New CDIs prior to the publication of the
supplement or amendment to this prospectus and provided that the error,
omission or material new information that has resulted in the supplement or
amendment has come in light prior to delivery of the security to the investor
and, for the Offer Shares or New CDIs subscribed for pursuant to the
subscription rights, the time when trading with the interim shares
representing the Offer Shares begins.
If an investor wants to use its right to cancel its subscription, the investor
must inform the subscription place where the subscription was made of the
cancellation of the subscription by 8:00 p.m. (Finnish time) on 11 April 2013
with respect to the Offer Shares and by 8 p.m. (UK time) on 12 April 2013 with
respect to the New CDIs, however, taking into account the customary opening
hours of such subscription place. The funds will be refunded without interest.
Supplement to Talvivaara Mining Co Prospectus Dated 12.3.2013
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
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