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The Board of Directors of Talvivaara Mining Company Plc has decided on a directed conversion issue in accordance with the draft restructuring programme

Donnerstag, 24.11.2016 17:10

Stock Exchange Release
Talvivaara Mining Company Plc
24 November 2016

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.

The Board of Directors of Talvivaara Mining Company Plc has decided on a directed conversion issue in accordance with the draft restructuring programme


Pursuant to the authorisation granted by the annual general meeting of shareholders of Talvivaara Mining Company Plc ("Talvivaara" or the "Company") held on 25 June 2015, the Board of Directors of Talvivaara has decided on a directed conversion issue (the "Share Issue") in accordance with the draft restructuring programme.

The Company offers up to 4,000,000,000 new shares for subscription in the Share Issue in deviation from the shareholders' pre-emptive subscription right. All holders of unsecured restructuring debt (a "Creditor") in accordance with the Company's draft restructuring programme, dated 10 April 2015, have the right to subscribe for new shares. According to the draft restructuring programme, a Creditor may not convert its receivable partially.

The subscription price per new share is EUR 0.1144, which will be paid in its entirety by setting off the debt receivable of the Creditor from the Company against the subscription price of the new shares. Fractional shares will not be issued and the number of shares issued to the Creditors will be rounded down to the nearest whole share. The subscription price has been set in the draft restructuring programme. Offsetting and payment for the new shares issued in the Share Issue takes place upon the approval of the subscriptions by the Board of Directors. The subscription price for the new shares will be recorded in its entirety in the invested unrestricted equity fund of the Company. The Share Issue, when completed, will reduce the Company's debt but will not raise any proceeds for the Company.

The subscription period for the new shares will commence on 28 November 2016 at 10:00 a.m. (Finnish time) and end on 22 December 2016 at 4:00 p.m. (Finnish time). The subscription period may, at the Board of Directors' sole discretion, be discontinued or shortened or extended. The subscription period can be changed once or several times but the subscription period may expire at the earliest on 22 December 2016 at 4:00 p.m. (Finnish time) and will not be extended beyond 20 January 2017 4:00 p.m. (Finnish time).

As a result of the Share Issue, the number of shares in Talvivaara may increase up to 6,108,154,152 shares. The new shares carry the shareholders' rights in Talvivaara after the registration of the new shares in the trade register, on or about 28 December 2016.

The terms and conditions of the Share Issue have been attached to this stock exchange release.

The offering circular related to the Share Issue (the "Offering Circular") will be available on 25 November 2016 on Talvivaara's website at www.talvivaara.com/conversion_issue and at Talvivaara's registered office located at Ahventie 4 B 47, FI-02170 Espoo, Finland.

Talvivaara will announce the results of the Share Issue after the expiration of the subscription period.

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Pekka Erkinheimo, Deputy CEO

DISCLAIMER

This announcement is an advertisement and not a prospectus and Creditors should not subscribe for any shares referred to in this announcement except on the basis of information in the applicable prospectus published by Talvivaara in connection with the Share Issue.

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 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. 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 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 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.

TERMS AND CONDITIONS OF THE SHARE ISSUE

Share Issue Resolution

Pursuant to the authorisation granted by the annual general meeting of shareholders of the Company held on 25 June 2015, the Board of Directors decided on 24 November 2016 on a Share Issue in which the Company offers up to 4,000,000,000 new shares (the "New Shares") to the Creditors in deviation from the shareholders' pre-emptive subscription right, to be subscribed for in accordance with the terms and conditions set herein. The Company will offer the Creditors an opportunity to exchange their receivables for New Shares in accordance with the draft restructuring programme (the "Draft Restructuring Programme"). The completion of the Share Issue in accordance with the Draft Restructuring Programme is one of the Draft Restructuring Programme's special conditions, which must be fulfilled prior to the confirmation of the Draft Restructuring Programme by the District Court of Espoo. Therefore, there has been an especially weighty financial reason for the Company to deviate from the pre-emptive subscription right of a shareholder.

General Terms and Conditions of the Share Issue

New Shares

The Company offers up to 4,000,000,000 New Shares for subscription in the Share Issue, which will be carried out in the form of a directed conversion issue.

As a result of the Share Issue, the number of Shares may increase from the current 2,108,154,152 Shares up to 6,108,154,152 Shares. The New Shares represent approximately 65 percent of the Shares and approximately 68 percent of the votes carried by the Shares after the Share Issue, assuming that all of the New Shares offered in the Share Issue will be subscribed for.

Subscription Right

The New Shares will be offered to the Creditors for subscription as an offset against their restructuring debt. As at the date of the Offering Circular, the aggregate amount of the Company's unsecured restructuring debt, which entitle to subscribe for New Shares, is EUR 449.0 million. All holders of unsecured restructuring debt in accordance with the Company's Draft Restructuring Programme have the right to subscribe for New Shares in the Share Issue. According to the Draft Restructuring Programme, a Creditor may not convert its receivable partially.

Upon the completion of the Share Issue, the ownership of a current shareholder in the Company that does not subscribe for New Shares as a Creditor in the Share Issue, will be immediately diluted approximately 65 percent if the maximum number of New Shares (i.e., 4,000,000,000 New Shares) are issued in the Share Issue.

Undersubscription/Oversubscription Situations

Not applicable. An undersubscription situation is not possible because there is no minimum number of New Shares to be subscribed for in the Share Issue. An oversubscription situation is not possible because the Share Issue is limited to the maximum amount of the Creditors' unsecured debt claims. Persons other than Creditors do not have the right to subscribe for the New Shares.

Subscription Price and Payment of Subscriptions

The subscription price per New Share is EUR 0.1144, which will be paid in its entirety by setting off the restructuring debt receivable of the Creditor from the Company against the subscription price of the New Shares. The currency for the issue is euro. Fractional shares will not be issued and the number of shares issued to the Creditors will be rounded down to the nearest whole share. The subscription price has been set in the Draft Restructuring Programme. Offsetting and payment for the New Shares issued in the Share Issue takes place upon the approval of the subscriptions by the Board of Directors. The subscription price for the New Shares will be recorded in its entirety in the invested unrestricted equity fund of the Company.

Subscription Period

The subscription period for the New Shares will commence on 28 November 2016 at 10:00 a.m. and end on 22 December 2016 at 4:00 p.m. (Finnish time).

The subscription period may, at the Board of Directors' sole discretion, be discontinued or shortened and extended. The subscription period can be changed once or several times but the subscription period may expire at the earliest on 22 December 2016 at 4:00 p.m. (Finnish time) and will not be extended beyond 20 January 2017 4:00 p.m. (Finnish time).

Any changes to the subscription period will be announced through a stock exchange release prior to the extension of the subscription period. A stock exchange release concerning discontinuation of the subscription period will be released after the subscription period has been discontinued. The Company cannot change or discontinue the subscription period between 9:30 a.m. and 4:30 p.m. (Finnish time) or change the subscription period after the subscription period has expired.

If the subscription period is changed, the approval date of the subscriptions, the due date of the payments and the delivery date of the New Shares will be changed accordingly.

In respect of the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015, the Creditors must note any instructions given by their account operators in respect of the earlier deadlines for submitting subscription orders.

Subscription Place

In respect of Creditors other than the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015, the Company will itself take subscription orders from the Creditors entitled to participate in the Share Issue at the Company's headquarters. The subscription orders can be submitted to the Company (i) by email (scanned) to investors@talvivaara.com; (ii) by mail to Talvivaara Mining Company Plc, Ahventie 4 B 47, FI-02170 Espoo, Finland; or (iii) personally at the Company's headquarters at address Talvivaara Mining Company Plc, Ahventie 4 B 47, FI-02170 Espoo, Finland, during weekdays between 9:00 a.m. and 3:30 p.m. (Finnish time).

In respect of the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015, the Creditors must submit their subscription order in accordance with the instructions given by the account operator. The holders of the bonds issued by the Company maturing in 2017, which have a book-entry account in Euroclear Finland Ltd ("Euroclear Finland"), can contact S-Pankki Oy with any questions relating to subscription (S-Pankki Oy (FIM Arvopaperipalvelut), email: asiakaspalvelu@fim.com, phone: +358 (0)9 6134 6250). In respect of the holders of the convertible bond issued by the Company matured in 2015, the Creditors can contact The Bank of New York Mellon with any questions relating to subscription (email: eventsadmin@bnymellon.com, phone: +44 20 7964 4958).

The Company has retained S-Pankki Oy to act as the issuer's agent in the Share Issue. S-Pankki Oy will, together with the Company, manage the registration of subscriptions to book-entry accounts and organise the listing of the New Shares on the official list of the Helsinki Stock Exchange and the book-entry account entries concerning the conversion of debts.

Approval and Registration of the Subscriptions

The New Shares will be registered in the trade register maintained by the Finnish Patent and Registration Office ("the "Trade Register") by the Company as soon as practically possible after the approval of the subscriptions of the New Shares. Provided that the subscription period is not changed, the Company expects that the New Shares will be registered in the Trade Register on or about 28 December 2016.

The New Shares subscribed for in the Share Issue will be issued as book-entry securities in the book-entry system maintained by Euroclear Finland. Provided that the subscription period is not changed, the New Shares will be registered to the subscribers' book-entry accounts on or about 28 December 2016.

Trading in the New Shares

The Company will submit an application for the New Shares to be listed on the official list of the Helsinki Stock Exchange. The New Shares are expected to be listed on the official list of the Helsinki Stock Exchange on or about 29 December 2016. Trading in the Shares has been suspended since 6 November 2014. The suspension of trading in the Shares is expected to continue after the Share Issue until the Helsinki Stock Exchange makes a decision to recommence the trading or the Shares are delisted from the official list of the Helsinki Stock Exchange.

The trading code of the Shares is TLV1V and the ISIN code is FI0009014716.

Shareholder Rights

The New Shares carry the shareholders' rights after the registration in the Trade Register and the subscriber's book-entry account.

Cancellation of the Subscriptions

A notice regarding the exercise of the conversion right is irrevocable and binding on the Creditor and it cannot be changed or cancelled, otherwise than in the situations provided for in the Finnish Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets Act"). The corporate law measures relating to the conversion of debts, including share subscriptions, are final and irrevocable. It is not possible to convert the subscription price for New Shares back into restructuring debt claims. Those Creditors whose claims will be converted into the New Shares will be deemed to have received a payment on their restructuring debt in accordance with the Draft Restructuring Programme and those Creditors do not have any right to payments in accordance with the payment programme.

Measures relating to the Share Issue will be permanent even if the Draft Restructuring Programme could not be confirmed or if the Restructuring Programme would, for any reason, discontinue or lapse.

The Company has the right to reject a subscription, either partially or wholly, if the subscription has not been made in accordance with the terms and conditions set herein or more detailed instructions provided by the Company.

Cancellation Right Provided for in the Finnish Securities Markets Act

According to the Finnish Securities Markets Act, the Company has an obligation to supplement the Offering Circular until the expiration of the offering period or until the listing of the New Shares due to such false or omitted information contained in the Offering Circular or material new information that has become known before the expiration of the offering period and that may be of material significance to the investors. The supplement will be published in the same manner as the Offering Circular.

If the Offering Circular will be supplemented, the Creditors who have subscribed for New Shares before the publication of the supplement, have the right to cancel their subscription. The cancellation right has to be exercised during the cancellation period, which cannot be less than two banking days following the publication of the supplement to the Offering Circular. The cancellation of the Creditor's subscription will be considered to apply to the Creditor's entire subscription. In addition, the use of the cancellation right requires that an error, omission or material new information has become known prior to the New Shares have been delivered to the subscribers. The Company will announce the measures relating to a possible cancellation of subscription through a stock exchange release. Subscriptions shall be cancelled by informing the Company by email, or with regard to the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015 through the account operator, in the same manner as the subscription order was delivered.

The Company's Right to Cancel the Share Issue

The Company may, at its sole discretion, decide not to complete the Share Issue. If the Share Issue is not completed, the subscriptions made by the Creditors would be cancelled automatically. The cancellation of the Share Issue would be announced through a stock exchange release. The Share Issue is a special condition set for the confirmation of the Draft Restructuring Programme. The cancellation of the Share Issue could result in the special conditions of the Draft Restructuring Programme not being fulfilled within the set time limit, which, in turn, would result in the Draft Restructuring Programme not being confirmed.

Disbursements and Expenses

No transfer tax or service charge will be payable for subscription of the New Shares. Account operators will charge fees in accordance with their price lists for the maintenance of the book-entry account and for depositing shares.

Governing Law

The Share Issue and the New Shares are governed by the laws of Finland. Any disputes arising in connection with the Share Issue will be settled by a court of competent jurisdiction in Finland.

Other Issues

Other issues relating to the Share Issue may be resolved by the Board of Directors.

For more information relating to the subscription of the New Shares, see "-Instructions for the Subscribers in the Share Issue" below.

Instructions for the Subscribers in the Share Issue

Prior to making a decision, a person considering subscribing for New Shares should carefully review the information contained in the Offering Circular, and in particular, the information presented in "Risk Factors" in the Offering Circular.

Subscription Period

The subscription period for the New Shares will commence on 28 November 2016 at 10:00 a.m. (Finnish time) and end on 22 December 2016 at 4:00 p.m. (Finnish time).

Registration of Shares to Book-Entry System

The New Shares will be registered to and issued in a book-entry system maintained by Euroclear Finland and will be delivered to the Creditors through the book-entry system maintained by Euroclear Finland. The subscribers should, at a sufficiently early stage, ensure that they have a book-entry account in the book-entry system maintained by Euroclear Finland.

Subscription by Entities

The Company may, at its sole discretion, request clarifications from an entity subscribing for New Shares proving that the entity making the subscription has the right to subscribe for New Shares and that the natural persons acting on the entity's behalf have the right to act on behalf of such entity.

Subscription as an Agent

The Creditors can subscribe for the New Shares offered in the Share Issue through an agent. In such case, the agent must present his/her authority to act on behalf of the Creditor by presenting a power of attorney in the form approved by the Company.

Fees Will Not Be Charged to Creditors

The expenses of subscription of New Shares will not be charged to the Creditors by the Company.

Customary fees relating to ordinary stock transactions may be charged to the Creditors by custodians, account operators and stock brokers.

Custodians and account operators will charge fees in accordance with their price list for the maintenance of the book-entry account and for the entries registered in the book-entry account.

Taxation

See "Taxation" in the Offering Circular for information on the taxation of the subscription of the New Shares.

Contracts Relating to the Share Issue

S-Pankki Oy is acting as issuer's agent in relation to the registration and listing of the New Shares.

There are no lock-up arrangements relating to the Share Issue.

Entities acting as intermediaries in secondary markets have not given commitments in order for them to enhance the liquidity of the New Shares through bid and offer rates.

No arrangements or agreements have been made in order to stabilise the price of the Shares in connection with the Share Issue.




This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via Globenewswire