THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
11 November 2016 9.00 A.M. EET
SISTEMA FINANCE S.A. WILL COMMENCE THE VOLUNTARY PUBLIC CASH TENDER OFFER FOR ALL SHARES IN HONKARAKENNE OYJ ON 11 NOVEMBER 2016
As announced on 3 November 2016, Sistema Finance S.A. (the “Offeror”), a subsidiary of Sistema PJSFC (“Sistema”) and a part of Sistema Group (Sistema PJSFC together with its subsidiaries), is making a voluntary public tender offer in cash to purchase all of the issued Series A shares and Series B shares in Honkarakenne Oyj (Series B shares on Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”): HONBS) (”Honka”) (the ”Tender Offer”).
The Finnish Financial Supervisory Authority on 10 November 2016 approved the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The offer period for the Tender Offer will commence on 11 November 2016 at 9:30 a.m. (Finnish time) and expire on 16 December 2016 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued (the “Offer Period”). The Offeror reserves the right to extend the Offer Period at any time in accordance with the terms and conditions of the Tender Offer.
The price offered for each Series A share and each Series B share of Honka validly tendered in the Tender Offer will be EUR 1.50 in cash, representing a premium of approximately 14.5 percent compared to the closing price of the Series B shares of Honka on Nasdaq Helsinki on 2 November 2016, the last trading day before the announcement of the Tender Offer.
Mikhail Shamolin, President and Chief Executive Officer of Sistema and Chairman of the Board of Directors of Sistema Finance S.A., says:
“We are confident that our offer is highly attractive to Honka's shareholders, given the company’s share price performance on Nasdaq Helsinki over the past few years and the share’s limited trading volumes.”
Emile Wirtz, the Managing Director of Sistema Finance S.A., added:
“The offer also creates excellent opportunities for Honka to develop as a strong global player by leveraging its respected brand and advanced technologies, as well as potential synergies with Sistema Group’s wood processing assets and enhanced access to the Russian market of log houses”.
The completion of the Tender Offer will be subject to the satisfaction or waiver by the Offeror of certain conditions to completion in accordance with the terms and conditions of the Tender Offer. For the avoidance of doubt, the condition to completion requiring reaching the minimum threshold of 67 percent of each of Series A shares and Series B shares in Honka, may also be waived by the Offeror.
The Finnish language version of the Tender Offer Document will be available as of 11 November 2016 at the offices of Evli Bank Plc at Aleksanterinkatu 19, FI-00100 Helsinki, Finland and on the internet at www.evli.com/Honka as of 11 November 2016. The English language version of the Tender Offer Document will be available on the internet at www.evli.com/Honka-ENG as of 11 November 2016.
Most of the Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to shareholders registered in the shareholders’ register of Honka who are their customers. Should any shareholder of Honka not receive instructions or an acceptance form from their account operator, such shareholders can contact Evli Bank Plc by telephone from Monday to Friday from 9:00 a.m. to 4:00 p.m. (Finnish time) at +358 9 4766 9573 (local network charge/mobile phone charge apply) or by email to operations@evli.com from which such shareholder of Honka can receive all necessary information to submit its acceptance of the Tender Offer. Such telephone calls are recorded.
Those shareholders of Honka who accept the Tender Offer must submit a properly completed and duly executed acceptance form to the account operator that manages their book-entry account according to the instructions and during the time period given by the account operator. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently.
Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period. The shareholders of Honka submit the acceptance at their own risk. The acceptance will be considered as submitted only when an account operator or Evli Bank Plc has actually received it.
Those shareholders of Honka whose shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the administrator of their nominee registrations. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Honka.
The Offeror reserves the right to buy shares of Honka before, during and/or after the Offer Period in public trading on Nasdaq Helsinki or otherwise.
The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.
The detailed terms and conditions of the Tender Offer have been enclosed in their entirety as an annex to this release (Annex 1).
Evli Bank Plc acts as the arranger of the Tender Offer. White & Case LLP acts as the legal advisor to the Offeror in connection with the Tender Offer.
Annex 1: Terms and conditions of the Tender Offer
Further information:
Sistema Investor Relations
Yury Krebs
tel. +7 (495) 730 66 00
E-mail: y.krebs@sistema.ru
Media contacts:
Matti Saarinen
Kreab
tel. +358 40 505 0667
E-mail: matti.saarinen@kreab.com
INFORMATION REGARDING HONKA
Honkarakenne Oyj (“Honka”) is one of the global leaders in the production of log houses with offices in more than 30 countries. The company’s headquarters and production facilities are in Finland. With more than 50 years in operation, Honka has built over 85,000 wooden homes in 50 countries. It produces more than 3,500 log homes annually. In 2015 58 percent of the company’s production was sold outside Finland and Baltic countries; and Honka’s total sales exceeded EUR 39 million. Honka homes are designed by in-house architectural team that prides itself on unique expertise in design and architecture. The company invests more than EUR 300,000 annually in new design solutions. The high quality and environmental standards of Honka's products are certified by the Programme for the Endorsement of Forest Certification (PEFC). Series B shares of Honka are listed on the Nasdaq Helsinki. www.honka.com
INFORMATION REGARDING SISTEMA FINANCE S.A., SISTEMA GROUP AND SISTEMA GROUP’S FOREST AND WOOD PROCESSING ASSETS
Sistema Finance S.A. is a subsidiary of Sistema PJSFC (“Sistema”) and a part of Sistema Group (Sistema PJSFC together with its subsidiaries). Sistema Group is a diversified Russian group serving over 150 million customers in the sectors of telecommunications, high technology, banking, retail, wood processing, agriculture, real estate, pharmaceuticals, tourism and healthcare services. Sistema was founded in 1993. Its revenues in 2015 reached approximately EUR 10.4 billion; its total assets equalled approximately EUR 16.3 billion as of 31 December 2015. Sistema's global depositary receipts are listed under the "SSA" ticker on the London Stock Exchange. Sistema’s ordinary shares are listed under the "AFKS" ticker on the Moscow Exchange. www.sistema.com.
A member of the Sistema Group – GC Segezha LLC (“Segezha Group” or “Segezha”) – is one of Russia's largest vertically integrated forest holding companies with a full cycle of logging and advanced wood processing. Segezha comprises forest, wood processing and pulp and paper assets in Russia and Europe, and operates in 12 countries. Segezha’s production facilities are located in eight countries and in six Russian regions. The company’s products are sold in 89 countries. Segezha’s enterprises employ approximately 13,000 employees. Segezha is the largest forest user in the European part of Russia, with the total area of leased forest of more than 7 million hectares. 95 percent of its products are certified. In 2016, comprehensive forest regeneration will cover 21,000 hectares of forests. Segezha is the largest producer of paper sack in Russia (with a market share of approximately 52 percent) and the second largest in Europe (with a market share of approximately 16.5 percent); the largest producer of quality unbleached sack paper in Russia (with a market share of approximately 71 percent) and the fourth largest producer in the world. Segezha is also the fifth largest producer of large-size birch plywood in Russia and seventh largest producer globally; it is also the largest producer of sawn timber in Russia (approximately 900,000 cubic meters/year) and the largest producer of laminated log houses in Russia (capacity of approximately 37,000 cubic meters/year). Segezha’s production capacity in glued wooden constructions is approximately 65,000 cubic meters/year. Segezha’s official website is www.segezha-group.com. All estimates of Segezha’s market position set out in this paragraph are based on estimates of Segezha Group.
Segezha’s wholly-owned subsidiary – JSC Sokol Woodworking Plant (the “Sokol Plant”) – is the largest woodworking plant in the European region of Russia and the first enterprise in the country to develop manufacturing process of laminated logs house-building. In 2013, the Sokol Plant successfully completed a project to significantly increase its added-value wood processing capacity, seen as a priority investment initiative in forest exploitation in Russia. The comprehensive upgrade enabled the Sokol Plant to reach a capacity of up to approximately 180,000 cubic meters of dried lumber, approximately 65,000 cubic meters of glued wooden constructions and approximately 37,000 cubic meters of laminated log houses. All the installed equipment is modern and produced in the EU (including Finland). In addition, the Sokol Plant has the right to wood resources with allowable cut of approximately 365,000 cubic meters per year. The Sokol Plant’s 2015 financials were the following: total sales – approximately RUB 2 billion (approximately EUR 29.4 million), and EBITDA – approximately RUB 255 million (approximately EUR 3.8 million).
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
Annex 1:
TERMS AND CONDITIONS OF THE TENDER OFFER
Object of the Tender Offer
Pursuant to the terms and conditions of the tender offer, Sistema Finance S.A. (the “Offeror”) offers to acquire all issued Series A and Series B shares (the “Shares”) in Honkarakenne Oyj (the “Company”) (the “Tender Offer”).
Offer Price
The offer price is EUR 1.50 in cash (the “Offer Price”) for each Series A share and Series B share of the Company, provided that the Tender Offer has been approved according to the terms and conditions of the Tender Offer and that the acceptance has not been validly withdrawn.
The Offer Price has been determined based on 300,096 Series A shares in the Company and 4,911,323 Series B shares in the Company issued as at the date of this tender offer document (the “Tender Offer Document”). In the event that the number of Shares increases or the Company issues special rights entitling to Shares in accordance with Chapter 10 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) prior to the Completion Date (as defined below), the Offeror will have the right to adjust the Offer Price accordingly.
If a decision is made at a general meeting of shareholders of the Company prior to the Completion Date to distribute dividends or other assets in accordance with Chapter 13, Section 1 of the Finnish Companies Act to which a holder of Shares who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution per Share will be deducted from the Offer Price.
Tender Offer Period
The offer period will commence on November 11, 2016 at 9:30 a.m. (Finnish time) and expire on December 16, 2016 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described below (the “Offer Period”). The acceptance of the Tender Offer must be received by the recipient, as described below under “—Acceptance Procedure for the Tender Offer,” before the expiration of the Offer Period.
The Offeror may extend the Offer Period at any time. The Offeror will announce a possible extension of the Offer Period in a stock exchange release on the first (1) Finnish banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first (1) Finnish banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.
The duration of the Offer Period in its entirety may be ten (10) weeks at the maximum. If, however, the Conditions to Completion (as defined below) have not been fulfilled due to a particular obstacle as provided in the regulations and guidelines (9/2013) of the Finnish Financial Supervisory Authority (the “FFSA”) on Takeover Bids and Mandatory Bids, the Offeror may extend the duration of the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to consider the situation in question. In this case, the Offeror will announce a new expiration date no less than two (2) weeks prior to the date of expiration of any extended Offer Period.
The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period as soon as possible after such decision has been taken and, in any case, no less than one (1) week prior to the expiration of the discontinued extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror.
Conditions to Completion of the Tender Offer
A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Market Act (746/2012, as amended, the “Finnish Securities Market Act”) (the “Announcement Date”) or that the fulfillment of all or some of them is, to the extent permitted by applicable laws and regulations, waived by the Offeror:
(a) the valid tender of Shares representing, together with any other Shares otherwise acquired by the Offeror prior to the Announcement Date, more than 67 percent of each of the issued Series A shares and each of the Series B shares of the Company on a fully diluted basis;
(b) the receipt of all necessary regulatory approvals, permits and consents, including without limitation any competition law clearances, and that any conditions set in such permits, consents or clearances are reasonably acceptable to the Offeror;
(c) no legislation or other regulation having been issued or decision by a competent court or regulatory authority, including the FFSA, having been given that would wholly or partly prevent the completion of the Tender Offer or result in a material adverse change in respect of the Company and its subsidiaries, taken as a whole;
(d) no information made public by the Company being materially inaccurate, incomplete, or misleading, and the Company not having failed to make public any information that should have been made public by it under applicable laws and regulations;
(e) no fact or circumstance having arisen after the announcement of the Tender Offer that constitutes a material adverse change in respect of the general affairs, business, assets, financial condition, results of operations or prospects of the Company and its subsidiaries, taken as a whole;
(f) the Company not having passed a resolution that would materially impact the rights attached to the Series A shares and/or the Series B shares of the Company;
(g) the Company not having agreed upon a competing transaction involving all or a material part of the business and/or assets of the Company that would frustrate the purpose of the Tender Offer; and
(h) the Company having taken all steps necessary to permit the transfer in the Finnish book-entry securities system of Series A shares of the Company validly tendered in the Tender Offer to the Offeror in connection with the completion of the Tender Offer.
The Offeror can only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn if the circumstances that give rise to the right to invoke the relevant Condition to Completion, have material importance to the Offeror in view of the Tender Offer, as referred to in the regulations and guidelines (9/2013) of the FFSA on Takeover Bids and Mandatory Bids and in the recommendation regarding the procedures to be complied with in takeover bids issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”).
The Offeror may, to the extent permitted by applicable laws, regulations and stock exchange rules, waive any of the above-mentioned Conditions to Completion that are not fulfilled. If all Conditions to Completion have been fulfilled or the Offeror has waived the requirement for the fulfillment of all or some of them on the Announcement Date at the latest, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer.
The Tender Offer will be completed after the expiration of the Offer Period in accordance with “—Technical Completion of the Tender Offer” and “—Terms of Payment of the Offer Price and Settlement” below with respect to all shareholders of the Company who have validly accepted the Tender Offer.
Obligation to Increase the Tender Offer Consideration and to Pay Compensation
The Offeror reserves the right to buy Shares during the Offer Period in public trading on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) or otherwise.
Should the Offeror or another party acting in concert with the Offeror in the meaning of Chapter 11, Section 5 of the Finnish Securities Market Act acquire Shares during the Offer Period at a price higher than the Offer Price, or otherwise on more favorable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Market Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of the above-mentioned acquisition on more favorable terms (increase obligation). In such case, the Offeror will make public its increase obligation without delay and pay, in connection with the completion of the Tender Offer, the difference between the consideration paid in such acquisition on more favorable terms and the Offer Price to those shareholders that have accepted the Tender Offer.
Should the Offeror or another party acting in concert with the Offeror in the meaning of Chapter 11, Section 5 of the Finnish Securities Market Act acquire Shares within nine (9) months after the expiration of the Offer Period at a price higher than the Offer Price, or otherwise on more favorable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Market Act, pay the difference between the consideration paid in an acquisition on more favorable terms and the Offer Price to those shareholders that have accepted the Tender Offer (compensation obligation). In such case, the Offeror will make public its compensation obligation without delay and pay the difference between the consideration paid in such acquisition on more favorable terms and the Offer Price within one (1) month of the date when the compensation obligation arose for those shareholders that have accepted the Tender Offer.
According to Chapter 11, Section 25, Subsection 5 of the Finnish Securities Market Act, the obligation to compensate will, however, not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Market Act has not offered to acquire Shares on terms that are more favorable than those of the Tender Offer before or during the arbitral proceedings.
Acceptance Procedure for the Tender Offer
The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of the Company. Acceptance of the Tender Offer must be submitted for each book-entry account and the shareholders of the Company submitting an acceptance must have a cash account with a financial institution operating in Finland. Shareholders may only approve the Tender Offer unconditionally and for all Shares that are held in the book-entry accounts mentioned in the acceptance form at the time of the execution of the transaction with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.
Most of the Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to shareholders registered in the shareholders’ register of the Company who are their customers. Should any shareholder of the Company not receive instructions or an acceptance form from their account operator, such shareholders can contact Evli Bank Plc by telephone from Monday to Friday from 9:00 a.m. to 4:00 p.m. (Finnish time) at +358 9 4766 9573 (local network charge/mobile phone charge apply) or by email to operations@evli.com from which such shareholder of the Company can receive all necessary information to submit its acceptance of the Tender Offer. Such telephone calls are recorded.
Those shareholders of the Company whose Shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the administrator of their nominee registrations. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of the Company.
With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the relevant shareholders of the Company. The pledgee’s consent must be delivered to the account operator in writing.
Those shareholders of the Company who accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages their book-entry account according to the instructions and during the time period given by the account operator. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently.
Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period. The shareholders of the Company submit the acceptance at their own risk. The acceptance will be considered as submitted only when an account operator or Evli Bank Plc has actually received it.
A shareholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise control the Shares owned by it. By accepting the Tender Offer, the shareholders authorize their account operator or Evli Bank Plc to enter into their book-entry account a sales reservation or a restriction on the right of disposal in the manner set out in “—Technical Completion of the Tender Offer” below after the shareholder has delivered an acceptance notification with respect to the Shares. Furthermore, the shareholders of the Company that accept the Tender Offer authorize their account operator, Evli Bank Plc or a party appointed by Evli Bank Plc to perform necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all the Shares held by the shareholder of the Company at the time of the execution of the transaction to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the execution of transactions or settlement of the Tender Offer, the sales reservation or the restriction on the right of disposal is removed and the Offer Price is transferred to the shareholders of the Company.
Right of Withdrawal of Acceptance
An acceptance of the Tender Offer may be withdrawn by a shareholder of the Company at any time before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) until the Offeror has announced that all Conditions to Completion have been fulfilled or waived by the Offeror, that is, the Offeror has announced the Tender Offer unconditional. After such announcement, the Shares already tendered may not be withdrawn prior to the expiration of the Offer Period (including any extended or discontinued extended Offer Period) except in the event that a third party announces a competing public tender offer for the Shares.
A valid withdrawal of the Tender Offer requires that a withdrawal notification is submitted in writing to the account operator to whom the original Tender Offer acceptance notification was submitted. If the acceptance has been submitted to Evli Bank Plc, the withdrawal notification must also be submitted to Evli Bank Plc.
For nominee-registered securities, the shareholders must request the relevant administrator managing the nominee registration to execute a withdrawal notification.
If a shareholder of the Company validly withdraws an acceptance of the Tender Offer, the sales reservation or the restriction on the right of disposal with respect to the Shares will be removed within three (3) Finnish banking days of the receipt of a withdrawal notification.
A shareholder of the Company who has validly withdrawn its acceptance of the Tender Offer may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under “—Acceptance Procedure for the Tender Offer” above.
A shareholder of the Company who withdraws its acceptance is obligated to pay any fees that the account operator operating the relevant book-entry account or the nominee of a nominee-registered holding may collect for the withdrawal.
Technical Completion of the Tender Offer
When an account operator or Evli Bank Plc has received an acceptance notification with respect to the Shares in accordance with the terms and conditions of the Tender Offer, the account operator or Evli Bank Plc or a party appointed by Evli Bank Plc will enter into their book-entry account a sales reservation or a restriction on the right of disposal. In connection with the completion transaction of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be revoked and the Offer Price will be paid to the shareholder of the Company.
Announcement of the Result of the Tender Offer
The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.
Completion of the Tender Offer
The Tender Offer will be completed with respect to all of those shareholders of the Company who have validly accepted, and not validly withdrawn, the Tender Offer on or about the fourth (4) banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) (the “Completion Date”), preliminarily on December 22, 2016. If possible, the completion trades of the Shares will be executed on the Helsinki Stock Exchange, provided that the rules applied to trading on the Helsinki Stock Exchange allow that. Otherwise, the completion trades will be made outside the Helsinki Stock Exchange. The completion trades will be settled on or about the second (2) banking day following the completion trades (the “Clearing Day”), preliminarily on December 27, 2016.
Terms of Payment of the Offer Price and Settlement
The Offer Price will be paid on the Clearing Day to each shareholder of the Company who has validly accepted, and not validly withdrawn, the Tender Offer, into the management account of the shareholder’s book-entry account. If the management account of a shareholder of the Company is with a different financial institution than the applicable book-entry account, the Offer Price will be paid into such bank account approximately two (2) Finnish banking days later in accordance with the schedule for payment transactions between financial institutions.
The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.
Transfer of Title
Title to the Shares in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Clearing Day against payment of the Offer Price.
Tender Offer Acceptance Payments
The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares pursuant to the Tender Offer.
Each shareholder is liable for any payments that, based on an agreement made with the shareholder, an account operator may charge as well as for any fees and commissions charged by account operators, custodians, administrators of nominee-registered Shares or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of the Shares. Each shareholder is liable for any fees that relate to a withdrawal of an acceptance made by the shareholder.
The Offeror is liable for any other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Shares pursuant to the Tender Offer and the payment of the Offer Price.
Should a competing tender offer be published by a third party during the Offer Period and should a shareholder of the Company therefore or otherwise validly withdraw its acceptance of the Tender Offer, certain account operators may charge the shareholder separately for the registration of the relevant entries regarding the acceptance and withdrawal as explained under “—Right of Withdrawal of Acceptance” above.
Other Matters
The Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with the Tender Offer will be settled by a court of competent jurisdiction in Finland.
The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15 of the Finnish Securities Market Act. Should the FFSA give an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish Securities Market Act.
Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17 of the Finnish Securities Market Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period, but before the expiration of the competing offer, to let the Tender Offer lapse. The Offeror will decide on all other matters related to the Tender Offer.
