DIRECTED ISSUE OF UP TO 5.6 MILLION SHARES
STOCKMANN plc Company Announcement 23.6.2008 at 19.20
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Japan or any other jurisdiction in which the same would be unlawful. This announcement is not an offer of securities in the United States, Canada, South Africa, Australia, Japan or any other jurisdiction in which the same would be unlawful. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Stockmann plc has not registered, and does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
DIRECTED ISSUE OF UP TO 5.6 MILLION SHARES
Stockmann Oyj Abp ("Stockmann" or the "Company"), the leading Nordic department store operator and retailer, today announces that it is undertaking a directed issue of up to 5.6 million new ordinary shares (the "Directed Issue"), comprising up to 2.456 million new Series A Shares and up to 3.152 million new Series B Shares, representing approximately 9.9 per cent of Stockmann's issued ordinary share capital immediately prior to the Directed Issue.
The Directed Issue will enable the Company to reduce borrowings incurred in connection with its recent acquisition of Lindex AB ("Lindex"), which was completed on 5th December 2007. It was stated by the Stockmann Board of Directors at the time of the Lindex acquisition that it was their intention to improve the equity ratio after the Lindex transaction. The Directed Issue is in line with this strategy.
The purchase of Lindex at the end of 2007 created a strong new market area for the Group in Sweden and in Norway, at the same time facilitating the rapid expansion of business operations of Lindex into new market areas, especially in Russia.
The objective of the renewed Group is to attain annual growth in all its markets faster than the average growth rate of the markets, and to obtain an operating profit margin of 12 per cent and a 20 per cent return on capital employed at the end of the strategy period in 2013. The return on capital employed during the initial phase of the period will be lower than in the previous years due to the significant investment programme of the Group.
The Directed Issue will allow the Company to improve its current equity ratio which together with future retained earnings will allow the Company to reach stated objective of at least 40%.
Details of the Directed Issue
Deutsche Bank AG, London Branch and SEB Enskilda are acting as Joint Bookrunners and Placing Agents to the Directed Issue which will be carried out by means of an accelerated bookbuild commencing with immediate effect.
The Directed Issue is expected to close no later than close of business in Helsinki on 24 June 2008, and pricing and allocations are expected to be announced thereafter. The timing of the closing of the Directed Issue, pricing and allocations may be accelerated by the Joint Bookrunners. The Directed Issue price (the "Directed Issue Price") in respect of the new ordinary shares to be issued by the Company pursuant to the Directed Issue (the "Directed Issue Shares") will be determined at the close of the bookbuild process.
Investors who wish to participate in the Directed Issue will have the option of purchasing either Series A Shares or Series B Shares or a combination of the two. The Series A and B Shares will be issued at an
|equal Directed Issue Price.||Investors will also have an opportunity to|
|convert Series A Shares allocated to them into Series B Shares.||The|
Pursuant to the Articles of Association of the Company, a Series A Share of the Company can be converted into a Series B Share of the Company upon request. In connection with the Directed Issue, any conversion will be effected in such a manner that Series B Shares issued upon conversion will be delivered to investors simultaneously with the delivery of the other Series A Shares and Series B Shares subscribed for in the Directed Issue on or about 27 June 2008. The Series A Shares to be converted into Series B Shares, if any, will be registered with the Finnish Trade Register and listed on the Helsinki Stock Exchange on or about 26 June 2008, and the Joint Bookrunners will submit a conversion notice regarding such shares to the Company. The Board of Directors of the Company will resolve upon the conversion of such shares on or about 26 June 2008. Such conversion will be registered with the Finnish Trade Register and the converted Series B Shares will be listed on the Helsinki Stock Exchange on or about 27 June 2008.
The Directed Issue Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares of ‚Ç¨2.00 each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Directed Issue Shares. Series A Shares and Series B Shares carry equal economic benefit but Series A Shares carries 10 votes per share whilst Series B Shares carry one vote per share. Application will be made for the Directed Issue Shares to be admitted to OMX The Nordic Exchange Helsinki ("Admission").
Settlement for Directed Issue Shares issued pursuant to the Directed Issue, as well as Admission, is expected to take place on 27 June 2008. The Company, subject to certain exceptions, has agreed not to, without the prior written consent of the Joint Bookrunners, issue, offer, sell, lend, mortgage, assign, contract to sell, pledge, charge, grant options over or otherwise dispose of any shares or any security or financial product whose value is determined by reference to the price of the shares, within 180 days from the closing of the Directed Issue.
In the European Economic Area ("EEA"), any Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") the Directed Issue is being made only to qualified investors in that Member State within the meaning of the Prospectus Directive.
The Directed Issue Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the laws of any state of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
For further enquiries, please contact:
Stockmann Oyj Abp: Hannu Penttil√§ - Chief Executive Officer +358 9 121 5801 Pekka V√§h√§hyyppa - Chief Financial Officer +358 9 121 3351
Deutsche Bank AG, London Branch Edward Law +44 (0) 207 545 8000 Jonathan Miller
SEB Enskilda Davis Glasspool +44 (0) 207 246 4066 Mika Laukia +358 (0) 50 561 1518
Notes to Editors:
Stockmann is a Finnish fast expanding listed company engaged in the retail trade. The company was established in 1862 and currently has 16,370 employees. Stockmann is one of the fastest growing retail companies in the Nordic region with an unparallel position in the rapidly expanding Russia and Baltics.
Stockmann's four divisions are the Department Store Division, the fashion store chains Lindex and Sepp√§l√§ and Hobby Hall, which is specialized in distance retail. Stockmann operates in Finland, Sweden, Norway, Russia, Estonia, Latvia, Lithuania and Czech Republic.
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction. No money, securities or other consideration from any person is being solicited by this announcement and if sent in response to the information contained in this announcement, will not be accepted. Prospective investors should consult their own legal, financial and tax advisors as to legal, financial and tax matters.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Japan or any other jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States, Canada, South Africa, Australia or Japan or any other jurisdiction in which such offer or solicitation is unlawful and should not be relied upon in connection with any decision to subscribe for Directed Issue Shares or other securities in the capital of the Company. There will be no public offer of the Directed Issue Shares in the United States, the United Kingdom or elsewhere.
The distribution of this announcement and the offering or sale of the Directed Issue Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of the Joint Bookrunners that would permit an offering of the Directed Issue Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Directed Issue Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and each of the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The securities offered are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In the European Economic Area ("EEA"), any Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In the case of any securities acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented and warranted that the securities acquired by it in the Offering have not been acquired on a non-discretionary basis on behalf of, nor have they have been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to qualified investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale.
Any investment decision to subscribe for the Directed Issue Shares must be made solely on the basis of publicly available information regarding the Company. Such information is not the responsibility of any of the Joint Bookrunners and has not been independently verified by any of the Joint Bookrunners.
Certain statements in this announcement are forward-looking statements. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and neither the Company nor any of the Joint Bookrunners assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
This announcement has been issued by and is the sole responsibility of the Company. None of the Joint Bookrunners or their respective affiliates and agents shall have no liability for any information contained in this announcement.
Each of the Joint Bookrunners is acting exclusively for the Company and no one else in connection with the Offering and the other matters referred to in this announcement. The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to clients of each of the Joint Bookrunners nor for providing advice in connection with the Offering and the other matters referred to herein. Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business.
The Company and each of the Joint Bookrunners and their respective affiliates, will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Conditions of the Directed Issue
The Directed Issue is conditional on the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
Hannu Penttil√§ CEO
DISTRIBUTION OMX Nordic Exchange Helsinki Principal media