TULIKIVI CORPORATION STOCK EXCHANGE RELEASE
9 October 2013, at 15.55
Tulikivi Corporation's Prospectus Approved
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful.
Finnish Financial Supervisory Authority has today 9 October 2013 approved prospectus of Tulikivi Corporation (“Company”) related to the directed public offering of the Company. The prospectus is available from 9 October 2013 from the headquarters of the Company, address Kuhnustantie 10, 83900 Juuka, Finland, during normal business hours, reception of NASDAQ OMX Helsinki Ltd. Service Desk, at address Fabianinkatu 14, 00130 Helsinki, Finland as well as in electronic format from Company´s homepage www.tulikivi. fi/osakeanti. The prospectus is also available from 9 October 2013 until listing of the new shares on or about 23 October 2013 from www.op.fi/merkinta.
The Prospectus contains some previously undisclosed information, which according to the Company may have a material impact on the value of the securities. Such information is the following:
- At the date of the prospectus (9 October 2013) the working capital of the Company is not sufficient to cover the Company’s capital needs during the following 12 months. Without additional financing the working capital of the Company is sufficient until January 2014, if none of the existing loans of the Company are renewed or the share issue described in the prospectus is not closed.
- The Company fulfilled the financial covenants applicable to it on 30 June 2013. With respect to the financial covenants regarding the ratio between net debt and working capital of the Tulikivi group, the Company has earlier this year agreed with its creditors to postpone the review of these covenants from end of second quarter (30 June 2013) to end of fourth quarter (31 December 2013). The management of the Company estimates that the Company does not fulfill financial covenant regarding the ratio between interest bearing debt and working capital of the Tulikivi group as of 31 December 2013. In addition the Company may accrue additional one-off costs related to the performance improvement programme of the Company in fall 2013. If these costs realize, the management of the Company estimates that the Company does not fulfill the financial covenant regarding the ratio between net debt and working capital of the Tulikivi group as of 31 December 2013. Thus the Company has negotiated with its creditors a waiver from the financial covenants regarding the ratio between interest bearing debt and working capital of the Tulikivi group as of 31 December 2013, and the ratio between net debt and working capital of the Tulikivi group as of 31 December 2013 and 30 June 2014, according to which one-off costs of maximum of 3 million euros are not included when assessing the covenants.
The investors are instructed to acquaint themselves with the entire prospectus, including the description of the risk factors.
In Juuka, October 9, 2013
TULIKIVI CORPORATION
BOARD OF DIRECTORS
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com
- Heikki Vauhkonen, Managing Director, tel. +358 (0) 207 636 555
- Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Distribution
NASDAQ OMX Helsinki
Key media
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, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. 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. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
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 document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
The Company has not authorized 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 legal entity which is a qualified investor as defined in article 2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii) persons falling within article 49(2) ("high net worth companies, unincorporated associations, etc") 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 document or any of its contents. 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.
