STOCKMANN SUCCESFULLY COMPLETES THE EUR 137.4 MILLION SHARE ISSUE TO INSTITUTIONAL INVESTORS
STOCKMANN plc Company Announcement 24.6.2008 at 13.30
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.
STOCKMANN SUCCESFULLY COMPLETES THE EUR 137.4 MILLION SHARE ISSUE TO INSTITUTIONAL INVESTORS
Stockmann plc ("Stockmann" or the "Company") is pleased to announce the successful completion of the directed issue of up to 5.6 million new ordinary shares (the "Directed Issue") announced yesterday.
A total of 5,609,360 new ordinary shares, comprising 2,456,424 series A shares and 3,152,936 series B shares, are being issued by the Company. In addition, the Company has been requested to convert 438,618 series A shares to series B shares. Following such conversion, 2,017,806 series A shares and 3,591,554 series B shares (the "Directed Issue Shares") have been placed by Deutsche Bank AG, London Branch ("Deutsche Bank") and SEB Enskilda with institutions at a price of EUR 24.50 per Directed Issue Share ("Directed Issue Price"). Based on the Directed Issue Price, the gross proceeds are EUR 137.4 million. The Directed Issue Shares being issued represent approximately 9.99 per cent of Stockmann's issued ordinary share capital prior to the Directed Issue. The terms and conditions of the Directed Issue are enclosed to this stock exchange release.
Application will be made for, and the Directed Issue is conditional on, inter alia, admission of the Directed Issue Shares to listing on the OMX Nordic Exchange Helsinki Oy ("Admission"). It is expected that Admission will become effective and that dealings will commence in the Directed Issue Shares on or about 27 June 2008.
Deutsche Bank and SEB Enskilda are acting as Joint Bookrunners and Placing Agents in relation to the Directed Issue.
For further enquiries, please contact:
Stockmann plc: Hannu Penttil√§ - Chief Executive Officer +358 9 121 5801 Pekka V√§h√§hyypp√§ - Chief Financial Officer +358 9 121 3351
Deutsche Bank AG, London Branch: Edward Law +44 (0) 207 545 8000 Jonathan Miller
SEB Enskilda: David 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 Directed Issue 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.
Hannu Penttil√§ CEO
DISTRIBUTION OMX Nordic Exchange Helsinki Principal media
ANNEX: TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Stockmann plc (the "Company") has in its meeting of 24 June 2008 resolved by virtue of the authorisation granted by the Annual General Meeting of the Company on 18 March 2008, that the Company shall issue of a maximum 5,609,360 shares by a directed share issue so that a maximum 2,456,424 Series A shares shall be issued and a maximum 3,152,936 Series B shares shall be issued. The shares shall be issued on the following terms and conditions:
1. SHARE SUBSCRIPTION
A maximum of 5,609,360 shares (the "Shares", each a "Share") shall be issued so that a maximum of 2,456,424 Series A Shares shall be issued and a maximum of 3,152,936 Series B Shares shall be issued. The Shares are new. All the Shares will be offered to be subscribed for by qualified investors referred to in the prospectus directive (2003/71/EC) in deviation from the pre-emptive subscription rights of the shareholders.
2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price for both Series A Shares and Series B Shares ("Subscription Price") is EUR 24.50 per Share. The Subscription Price is based on the price determined in the book-building procedure, which shall be considered the fair value of the Shares.
EUR 2.00 of the Subscription Price shall be recorded as an increase in share capital and the remainder as an increase in unrestricted invested equity fund.
3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
The subscription period commences on 24 June 2008 at 3:00 p.m. and ends on 26 June 2008 at 11.00 a.m. The share subscription shall take place at the head office of SEB Enskilda acting as the lead manager of the offering, at Unioninkatu 30, Helsinki or at any other location determined by the Board of Directors of the Company. The subscription shall be performed by paying the entire Subscription Price of the Shares to the bank account as designated by the Company. The Board of Directors of the Company has a right to extend the subscription period.
4. TERMS OF PAYMENT
The Subscription Price shall be paid during the above-mentioned subscription period. The Board of Directors of the Company may extend the payment period.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares entitle to dividend and other rights in the Company as from the registration of the Shares.
The Shares will be issued in the Finnish book-entry system.
6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS
The pre-emptive subscription rights of the shareholders are deviated from since the purpose of the share issue is to raise financing on market terms and at reasonable cost in order to strengthen the Company's capital structure and reduce the borrowings incurred from the acquisition of AB Lindex as well as to broaden the Company's shareholder base. There are thus weighty financial reasons from the Company's perspective for deviating from the pre-emptive subscription rights of the shareholders as referred to in Chapter 9 Section 4 of the Finnish Companies Act.
7. OVER AND UNDER SUBSCRIPTION
The Company's President and CEO may decide to discontinue the reception of the subscriptions in a possible over subscription situation. In an under subscription situation, the Board of Directors of the Company may decide who will be entitled to subscribe for the Shares that have been unsubscribed for, and the procedure to be applied in such subscription.
The Board of Directors of the Company shall decide on the approval of the share subscriptions in accordance with these Terms and Conditions. The Board of Directors may also during the subscription period decide on the approval of the subscriptions thus far made. A confirmation will be sent to the subscribers with respect of the subscriptions approved immediately after the approval of the subscriptions.
8. OTHER ISSUES
The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.