Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara Mining Company Plc: Final
results of the rights offering
Stock Exchange Release
Talvivaara Mining Company Plc
15 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.
Talvivaara Mining Company Plc
Final results of the rights offering
· Rights offering oversubscribed
· Gross proceeds of approximately EUR 261 million
· Total number of shares in Talvivaara Mining Company Plc
to increase to 1,906,167,480 shares
· Due to oversubscription, the underwriting was not
The Board of Directors of Talvivaara Mining Company Plc ("Talvivaara") has
today approved all subscriptions made pursuant to subscription rights.
All 1,633,857,840 new shares offered in Talvivaara's rights offering (the
"Offer Shares") were subscribed for. A total of 1,419,673,290 shares were
subscribed for pursuant to subscription rights, representing 86.9% of all the
Offer Shares. Taking into account subscriptions received without subscription
rights in the secondary subscription, the rights offering was oversubscribed.
The Offer Shares subscribed for without subscription rights have been
allocated to subscribers in proportion to the number of subscription rights
exercised for subscription of the Offer Shares. The underwriting provided by
J.P. Morgan Securities plc, Nordea Bank Finland Plc, BofA Merrill Lynch, BNP
PARIBAS and Danske Bank A/S, Helsinki Branch was not utilised.
Talvivaara will confirm allocations of subscriptions for Offer Shares
subscribed for without subscription rights (secondary subscription) by mail.
In accordance with the terms and conditions of the rights offering, the
subscription price paid for the unallocated Offer Shares will be refunded to
such subscribers on or about 17 April 2013.
The subscription price was EUR 0.16 per Offer Share and Talvivaara raised
gross proceeds of approximately EUR 261 million through the rights offering.
As a result of the rights offering, the total number of shares in Talvivaara
will increase to 1,906,167,480 shares. The Offer Shares will carry the right
to receive dividends and other distributions of funds, if any, and other
shareholder rights in Talvivaara as of the registration of the Offer Shares
with the Finnish Trade Register, on or about 16 April 2013.
Trading in interim shares and the CREST depositary interest ("CDIs")
representing the interim shares representing the Offer Shares subscribed for
pursuant to subscription rights commenced on 8 April 2013 on the official list
of NASDAQ OMX Helsinki Ltd (trading symbol TLV1VN0113) and on the main market
for listed securities of London Stock Exchange plc (trading symbol TALI). The
interim shares will be combined with the ordinary shares of Talvivaara (TLV1V)
when the Offer Shares have been registered with the Finnish Trade Register,
expected to occur on or about 16 April 2013. Trading in the Offer Shares will
commence on the official list of NASDAQ OMX Helsinki Ltd and on the main
market for listed securities of London Stock Exchange plc on or about 17 April
2013. The allocated Offer Shares subscribed for without subscription rights
will be recorded on the subscriber's book-entry account directly as shares on
or about 16 April 2013. Subscribers who subscribed for Offer Shares in the
form of new CDIs are expected to have the new CDIs credited to their CREST
accounts on or about 17 April 2013.
J.P. Morgan Securities plc and Nordea Bank Finland Plc acted as Joint Global
Coordinators for the rights offering. BofA Merrill Lynch, BNP PARIBAS and
Danske Bank A/S, Helsinki Branch acted, together with Joint Global
Coordinators, as Joint Bookrunners.
Adjustment to the Conversion Price of the Convertible Bonds due 2013 and 2015
As the rights offering was subscribed in full, the Board of Directors of
Talvivaara has today, on 15 April 2013, confirmed the adjustments made on 8
March 2013 to the conversion price of the convertible bonds due 2013 and 2015
to the effect that the new conversion prices are GBP 1.59 (EUR 2.00) and GBP
1.90 (EUR 2.26), respectively. The Board of Directors confirmed today that the
maximum number of shares that can be subscribed for pursuant to the
convertible bonds due 2013 is increased to 38,537,673 shares and the maximum
number of shares that can be subscribed for pursuant to the convertible bonds
due 2015 is increased to 98,617,935 shares. The increases in the maximum
number of shares that can be subscribed for pursuant to the conversion of the
convertible bonds are expected to be registered with the Finnish Trade
Register on or about 17 April 2013.
Adjustment of the terms and conditions of the 2007 and 2011 stock options
As a consequence of the rights offering, the Board of Directors of Talvivaara
has today, on 15 April 2013, also confirmed the adjustments made on 8 March
2013 to Talvivaara's 2007 and 2011 stock options. The subscription price for
stock options 2007C is adjusted to GBP 0.5110 per share and the number of
shares that can be subscribed for through the exercise of the stock options
2007C will increase by 13,998,600 shares. The subscription price for stock
options 2011B will be adjusted to EUR 0.5935 per share and the number of
shares that can be subscribed for through the exercise of the stock options
2011B will increase by 9,000,000 shares and the number of shares that can be
subscribed for through the exercise of the stock options 2011C will increase
by 9,000,000 shares. The resolution to adjust the share subscription price of
the stock options 2007B and to increase the number of shares that may be
subscribed for through the exercise of the stock options was not confirmed
because the share subscription period of the stock options 2007B ended on 31
The foregoing adjustments to the terms and conditions of the 2007 and 2011
stock options due to the rights offering will be in force as of their
registration with the Finnish Trade Register on or about 17 April 2013.
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, CEO
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.
Talvivaara - Final results of the rights offering
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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