FINAL RESULT OF STOCKMANN’S RIGHTS OFFERING AND REGISTRATION OF NEW SHARES
Changes in share capital and votes
24 September 2009 at 15.45
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES.
FINAL RESULT OF STOCKMANN’S RIGHTS OFFERING AND REGISTRATION OF NEW SHARES
In Stockmann plc’s rights offering, 1,592,786 new Series A shares and
2,085,477 new Series B shares, i.e., a total of 3,678,263 shares (98.3 per
cent of all shares offered in the rights offering) were subscribed for
pursuant to the subscription rights.
In accordance with the terms and conditions of the rights offering, the
63,524 shares unsubscribed for pursuant to the subscription rights (1.7
per cent of all shares offered in the rights offering) were offered for
subscription and to be sold further at market price by Nordea Bank Finland
Plc, acting as the lead manager. Nordea Bank Finland Plc has subscribed
and paid for all the remaining shares as well as sold them at market
price. The net proceeds from the sales will be paid to holders of
unexercised subscription rights on or about 2 October 2009.
The interim shares representing the shares subscribed for pursuant to the
subscription rights in the rights offering were admitted to public trading
on the Helsinki Stock Exchange on 21 September 2009.
Stockmann’s Board of Directors has today on 24 September 2009 approved all
subscriptions made pursuant to the subscription rights and subscriptions
made by Nordea Bank Finland Plc as well as sales of shares carried out by
Nordea Bank Finland Plc. The new shares of Stockmann totalling 3,741,787
to be listed pursuant to the offering will be registered with the Trade
Register on 28 September 2009, as of which date the new shares will rank
pari passu with all issued and existing shares of Stockmann. As a result
of the offering, the total number of shares in Stockmann will increase by
1,611,977 Series A shares to 30,627,563 Series A shares, and by 2,129,810
Series B shares to 40,466,390 Series B shares. The subscription price of
the shares was EUR 12.00 per Series A share and EUR 12.00 per Series B
share. Stockmann raised through the rights offering approximately EUR 45
million prior to deduction of expenses and fees relating to the offering.
As a consequence of the above registrations, Stockmann’s share capital
will increase to EUR 142,187,906, comprising of 71,093,953 shares.
The new Series A and Series B shares will be combined with Stockmann’s
existing corresponding share series on or about 28 September 2009 and will
be subject to public trading on the official list of Nasdaq OMX Helsinki
Ltd as of 29 September 2009.
For further enquiries, please contact:
Hannu Penttilä – Chief Executive Officer +358 9 121 5801
Pekka Vähähyyppä – Chief Financial Officer +358 9 121 3351
This announcement is an advertisement and not a prospectus for the
purposes of applicable measures implementing Directive 2003/71/EC (such
Directive, together with any applicable implementing measures in the
relevant home Member State under such Directive (the “Prospectus
Directive”). A prospectus relating to the rights offering referred to in
this announcement prepared pursuant to the Prospectus Directive will be
published, which, when published, will be available at subscription
locations in Finland.
The distribution of this announcement in certain jurisdictions may be
restricted. This announcement does not constitute an offer of, or an
invitation to purchase, any securities of Stockmann in any jurisdiction.
Copies of this announcement are not for distribution, directly or
indirectly, in or into Australia, Canada, Switzerland, Japan, Hong Kong or
the United States. This announcement does not constitute or form part of
an offer or solicitation to purchase or subscribe for securities in the
United States, nor may such 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. Stockmann does not intend to register any portion
of the offering in the United States or to conduct a public offering of
any securities in the United States. Stockmann has not authorized any
offer to the public of shares or subscription rights in any Member State
of the EEA other than Finland and Sweden.
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.
Stockmann has not authorized any offer to the public of shares or
subscription rights in any Member State of the EEA other than Finland and
Sweden. Any offer of securities to the public that may be deemed to be
made pursuant to this communication in any EEA Member State (other than
Finland and Sweden) that has implemented the Prospectus Directive is only
addressed to qualified investors in that Member State within the meaning
of the Prospectus Directive.
This announcement contains “forward-looking statements”, which are
statements related to future events. In this context, forward-looking
statements often address Stockmann’s expected future business and
financial performance, and often contain words such as “expect,
“anticipate, “intend, “plan,” “believe”, “seek, or “will”. Forward-looking
statements are based on current expectations and projections about future
events. Actual results could differ materially from those discussed in, or
implied by, these forward-looking statements. Stockmann does not
undertake to update its forward-looking statements.
Nordea Bank Finland Plc and E. Öhman J:or Group Finland (Pankkiiriliike E.
Öhman J:or Suomi Oy) are acting exclusively for Stockmann and no one else
in connection with the rights offering and will not regard any other
person (whether or not a recipient of this announcement) as their
respective clients in relation to the rights offering and will not be
responsible to anyone other than Stockmann for providing the protections
afforded to their respective clients or for providing advice in relation
to the rights offering or any matters referred to in this announcement.
Neither Nordea Bank Finland Plc nor E. Öhman J:or Group Finland
(Pankkiiriliike E. Öhman J:or Suomi Oy)accepts any responsibility
whatsoever for the contents of this announcement, and makes no
representation or warranty, express or implied, for the contents of this
release, including its accuracy, completeness or verification, or for any
other statement made or purported to be made by it, or on its behalf, in
connection with Stockmann or the ordinary shares or the rights offering,
and nothing in this release is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future. Nordea
Bank Finland Plc and E. Öhman J:or Group Finland (Pankkiiriliike E. Öhman
J:or Suomi Oy) accordingly disclaim to the fullest extent permitted by
applicable law any and all liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise have in
respect of this announcement or any such statement.