LASSILA & TIKANOJA PLC STOCK EXCHANGE ANNOUNCEMENT 19 NOVEMBER 2004
PUBLISHING OF LASSILA & TIKANOJA’S RIGHTS OFFERING MEMORANDUM
The Board of Directors of Lassila & Tikanoja has today approved the offering memorandum of the rights offering decided by the Extraordinary General Meeting of Shareholders on 15 November 2004. The subscription period of the rights offering will commence on 23 November 2004 and will expire on 15 December 2004. Full terms and conditions of the rights offering are published as an appendix to this release.
The offering memorandum will be available from 22 November at Lassila & Tikanoja’s website at www.lassila-tikanoja.com. The offering memorandum is also expected to be available at asset management branches of Nordea Bank Finland Plc and at the Helsinki Stock Exchange service point, OMX way (address Fabianinkatu 14, Helsinki) from 23 November 2004.
Helsinki, 19 November 2004
LASSILA & TIKANOJA PLC
Board of Directors
APPENDIX
TERMS AND CONDITIONS OF THE OFFERING
On 15 November 2004, the Extraordinary General Meeting of Lassila & Tikanoja plc (the “Company”) resolved to increase the Company’s share capital by a maximum of EUR 3,179,417 through a new issue based on pre-emptive subscription right of shareholders by issuing a maximum of 6,358,834 new shares (the “Shares”) with the book counter-value of EUR 0.50 per share (the “Offering”).
As a result of the Offering, the share capital of the Company may increase from EUR 15,897,088 to a maximum of EUR 19,076,505, and the total number of the Company’s shares accordingly from 31,794,176 shares to a maximum of 38,153,010 shares. The Shares to be issued in the Offering represent a maximum of approximately 20.00 per cent of the shares and voting rights of the Company prior to the Offering.
Right to Subscribe and the Record Date of the Offering
The Shares will be offered for subscription to the shareholders of the Company in proportion to their shareholding in the Company.
A shareholder who is registered in the Company’s shareholder register maintained by the Finnish Central Securities Depositary Ltd on the record date of 18 November 2004 (the “Record Date”) will receive one (1) freely transferable subscription right (the “Subscription Right”) as a book-entry for every share owned in the Company on the Record Date.
Shares of the Company purchased at the latest 15 November 2004 on the Helsinki Stock Exchange Ltd (the “Helsinki Stock Exchange”) entitle to receive Subscription Rights.
A shareholder, or a person or an entity to whom such shareholder’s Subscription Rights have been transferred, is entitled to subscribe for two (2) Shares for every five (5) Subscription Rights. No fractions of Shares will be allotted.
Stock Options Issued by the Company
Stock options issued pursuant to the resolution taken by the Annual General Meeting of shareholders of the Company on 9 April 2002, will not entitle to participate in the Offering. The Board of Directors has decided, in accordance with the terms and conditions of the stock options, on the amendment of the subscription price of such stock options as from 18 November 2004 in a manner that safeguards equal treatment of the holders of stock options and shareholders of the Company.
Shares Not Transferred to the Book-entry Securities System
To be entitled to subscribe for Shares in the Offering, a shareholder, who has not transferred his or her share certificates into book-entry securities, shall effect such transfer on 13 December 2004, at the latest.
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions made in accordance with the terms and conditions of the Offering and applicable laws and regulations.
The Shares Not Subscribed for Pursuant to the Subscription Rights
The Shares not subscribed for pursuant to the Subscription Rights will not be offered for secondary subscription but the share capital will be increased by the amount represented by the accepted subscriptions made pursuant to the Subscription Rights.
Share Subscription Price
The subscription price is EUR 7.50 per Share (the “Subscription Price”).
Subscription Period and Places of Subscription
The subscription period will commence on 23 November 2004 and expire at 6:00 p.m., Finnish time, on 15 December 2004 (the “Subscription Period”). Places of subscription will accept subscription assignments during their normal business hours and may close before 6:00 p.m., Finnish time.
Subscriptions can be made at the asset management branches, the Private Banking offices and the Private Wealth Management units of Nordea Bank Finland Plc (“Nordea”) as well as Nordea Customer Service based upon the Solo codes, tel. +358 200 3000 (Finnish) and tel. +358 200 5000 (Swedish).
Subscription of Shares by telephone through Nordea Customer Service requires a valid Solo agreement. Only private individuals may subscribe by telephone through Nordea Customer Service. In addition, it is required that the Subscription Rights are in a book-entry account managed by Nordea. Calls to the Customer Service are recorded. Shares may not be subscribed through the Internet.
In addition, subscriptions may be submitted to the account operators and custodians who have made an agreement with Nordea on the routing of their clients’ subscriptions.
Exercise of the Subscription Rights
A shareholder may participate in the Offering by subscribing for Shares pursuant to the Subscription Rights registered on such shareholder’s book-entry account and by paying the Subscription Price. In order to participate in the Offering, a shareholder must submit a subscription assignment in accordance with the instructions given by such shareholder’s own custodian or account operator.
Other investors participating in the Offering, including the holders of the Subscription Rights purchased from the Helsinki Stock Exchange, must submit their subscription assignments to their account operators.
Shareholders and other investors participating in the Offering whose Subscription Rights are held through a nominee (or other custodian) must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holders.
A shareholder of the Company who is registered in the Company’s shareholder register on the Record Date, will receive a subscription form and instructions from his or her account operator according to their asset management agreement. Subscription forms are also available at the places of subscription.
Any exercise of the Subscription Rights is irrevocable and may not be modified or cancelled.
A holder of the Subscription Rights must observe the deadlines given by each custodian or account operator for giving instructions concerning the Offering. The custodian or account operator may require the investors participating in the Offering to give instructions before the end of the trading of the Subscription Rights on 8 December 2004. Certain custodians and account operators will, based on their asset management agreements, attempt to sell the unexercised Subscription Rights through the Helsinki Stock Exchange for the benefit of their clients. Therefore, they may instruct their clients to submit the subscription assignments well before the end of the trading of the Subscription Rights.
Any Subscription Rights remaining unexercised on 15 December 2004 will expire without any compensation.
Payment for the Subscriptions
The Subscription Price of the Shares subscribed for shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given at the places of subscription or by the relevant custodian or account operator.
Registration of the Subscription Rights and the Shares to the Book-entry Accounts
On 19 November 2004, the Subscription Rights will be registered on the book-entry accounts of shareholders who have been registered in the Company’s shareholder register on the Record Date.
The Shares issued in the Offering will be recorded on the subscribers’ book-entry accounts after the registration of the subscription as interim shares representing the Shares (“Lassila & Tikanoja New”). The interim shares will be combined with the Company’s existing class of shares when the increase of the share capital has been registered with the Trade Register. Such combination is expected to occur on or around 22 December 2004.
Trading of the Subscription Rights
The Subscription Rights are freely transferable and will be listed on the Helsinki Stock Exchange from 10:00 a.m., Finnish time, on 23 November 2004. The public trading of the Subscription Rights will end at 6:20 p.m., Finnish time, on 8 December 2004.
The trading lot of the Subscription Rights is 50 and the trading code is “LAT1VU0104.”
The holders of Subscription Rights may also, at the time of submitting the subscription assignment, sell or buy Subscription Rights exceeding or falling short of the subscription ratio, i.e. a maximum of four (4) Subscription Rights, in the OTC trading of odd-lot Subscription Rights organised by the account operators. The OTC trading of odd-lot Subscription Rights will end at the expiration of the Subscription Period, at the latest. The OTC trading of odd-lot Subscription Rights may, in certain exceptional situations, end before the expiration of the Subscription Period.
Trading of the Interim Shares
Interim shares representing the Shares will be listed on the main list of the Helsinki Stock Exchange under the code “LAT1VN0104” and trading in such interim shares will commence on 16 December 2004, the first trading day following the expiration of the Subscription Period.
The interim shares will be combined with the Company’s existing class of shares when the increase of the share capital has been registered with the Trade Register. Such combination is expected to occur on or around 22 December 2004.
Restrictions Concerning the Right of Certain Shareholders to Participate in the Offering
The offer of the Shares to, and exercise of the Subscription Rights by, persons resident in, or who are citizens of, countries other than Finland may be affected by laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they are required to obtain any governmental or other consents or need to observe any other formalities to enable them to participate in the Offering. The Company reserves the right to treat as invalid any acceptance or purported acceptance of the offer to subscribe for the Shares which appears to the Company or its agents to have been executed, effected or dispatched from outside of Finland in a manner which may involve a breach of the legislation of any jurisdiction or if the Company or its agents believe that the subscription may violate applicable legal or regulatory requirements.
Subject to certain exceptions, the Shares are not being offered and the Subscription Rights cannot be exercised in Australia, France, Great Britain, Hong Kong, Japan, the Netherlands, Spain or United States, or by investors with address in these jurisdictions.
Neither Company nor the Lead Manager of the Offering accept any responsibility for any violation by any person into whose possession the Offering Memorandum comes, whether or not prospective purchaser of Shares or Subscription Rights, of any such restrictions.
Fees and Expenses
Subscribers will not be charged fees or expenses for the subscription of Shares pursuant to the Subscription Rights or the OTC trading of odd-lot Subscription Rights.
Subscription places and account operators will charge a fee in accordance with their price list for the public trading of the Subscription Rights. Account operators may also charge a fee for example for sending the subscription form according to the asset management agreements made with their clients.
Shareholder Rights
The Shares issued in the Offering will entitle their holders to full dividends declared by the Company and all other rights in the Company conferred by the Shares after the increase in the share capital of the Company represented by the Shares has been registered with the Trade Register.
Information
The documents referred to in Chapter 4, Section 7, Subparagraph 1 of the Finnish Companies Act, are available for review at the head office of the Company, Hopeatie 2, 00440 Helsinki, Finland.
Other Issues
Any other issues and practical matters relating to the increase of the Company’s share capital and the Offering will be resolved by the Board of Directors of the Company.
This stock exchange release is not an offer or solicitation to purchase or to subscribe for shares of Lassila & Tikanoja plc in any such jurisdiction where an offer or solicitation to purchase or to subscribe for shares would require registration or authority approval.
This stock exchange release must not be released or distributed in the United States. The shares of Lassila & Tikanoja plc have not been nor will they be registered under the United States Securities Act of 1933 and they may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
For further information please contact Sirkka Tuomola, Vice President and CFO, tel. +358 10 636 2883