Supplement to Talvivaara Mining Company Plc's Offe
Post# of 301275
Stock Exchange Release Talvivaara Mining Company Plc 21 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Supplement to Talvivaara Mining Company Plc's Offering Circular dated 25 November 2016 Talvivaara Mining Company Plc has supplemented its offering circular dated 25 November 2016. The Finnish Financial Supervisory Authority has on 21 December 2016 approved the supplement to the offering circular which is attached hereto in full.
The offering circular related to the Share Issue and the supplement to the offering circular are available on Talvivaara's website at www.talvivaara.com/conversion_issue and at Talvivaara's registered office located at Ahventie 4 B 47, FI-02170 Espoo, Finland.
Enquiries Talvivaara Mining Company Plc Tel +358 20 7129 800 Pekka Perä, Chief Executive Officer Pekka Erkinheimo, Deputy CEO
DISCLAIMER
This announcement is an advertisement and not a prospectus and creditors should not subscribe for any shares referred to in this announcement except on the basis of information in the applicable prospectus published by Talvivaara in connection with the Share Issue.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. 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. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
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 announcement refers, unless they do so on the basis of the information contained in the applicable prospectus published or distributed by Talvivaara.
Talvivaara has not authorised 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 any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. 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.
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.
APPENDIX
Supplement to the offering circular dated 25 November 2016:
This supplement may not be sent to any person in Australia, Canada, Hong Kong, Japan, South Africa or, subject to certain exceptions, the United States, or any other jurisdiction in which it would not be permissible. Except as expressly noted in the prospectus, no offering has been made in or into any such countries.
Talvivaara Mining Company Plc ("Talvivaara" or the "Company") supplements the offering circular dated 25 November 2016 relating to the directed conversion issue (the "Share Issue") of up to 4,000,000,000 new shares (the "New Shares") with the following information. This information should be read in conjunction with the offering circular dated 25 November 2016.
On 21 December 2016, Talvivaara published the following stock exchange release:
"The subscription period of Talvivaara Mining Company Plc's ("Talvivaara" or the "Company") directed conversion issue (the "Share Issue") commenced on 28 November 2016 at 10:00 a.m. (Finnish time) and was initially set to expire on 22 December 2016 at 4:00 p.m. (Finnish time). Pursuant to the terms and conditions of the Share Issue, the Board of Directors of Talvivaara has today decided to extend the subscription period of the Share Issue to expire on 28 December 2016 at 4:00 p.m. (Finnish time).
As result of the extension, the new shares issued in the Share Issue are expected to be (i) registered in the trade register maintained by the Finnish Patent and Registration Office on or about 4 January 2017; (ii) issued as book-entry securities in the book-entry system maintained by Euroclear Finland on or about 4 January 2017; and (iii) listed on the official list of the Helsinki Stock Exchange on or about 5 January 2017.
The offering circular related to the Share Issue and the terms and conditions of the Share Issue are available on Talvivaara's website at www.talvivaara.com/conversion_issue and at Talvivaara's registered office located at Ahventie 4 B 47, FI 02170 Espoo, Finland. Talvivaara expects to supplement the offering circular reflecting such new dates and the supplement will be made available on the same Talvivaara website and at Talvivaara's registered office."
The above mentioned information supplements the section "Terms and Conditions of the Share Issue" in the offering circular.
Creditors' Right to Cancel Their Subscriptions
According to the Finnish Securities Markets Act (746/2012), the Company has an obligation to supplement the offering circular until the expiration of the offering period or until the listing of the New Shares due to such false or omitted information contained in the offering circular or material new information that has become known before the expiration of the offering period and that may be of material significance to the investors. The supplement will be published in the same manner as the offering circular.
If the offering circular will be supplemented, the creditors who have subscribed for New Shares before the publication of the supplement, have the right to cancel their subscription. The cancellation right has to be exercised during the cancellation period, which cannot be less than two banking days following the publication of the supplement to the offering circular, which shall take place on 21 December 2016. The cancellation of the creditor's subscription will be considered to apply to the creditor's entire subscription. In addition, the use of the cancellation right requires that an error, omission or material new information has become known prior to the New Shares have been delivered to the subscribers. Subscriptions shall be cancelled by informing the Company by email to investors@talvivaara.com, or with regard to the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015 through the account operator, in the same manner as the subscription order was delivered, in all cases by 4:00 p.m. (Finnish time) on 23 December 2016, however, taking into account the customary opening hours of such subscription place.
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