Stock Exchange Release Talvivaara Mining Company Plc 4 January 2017
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.
Amendment to the final results of the directed share issue of Talvivaara Mining Company Plc On 3 January 2017, Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announced that the creditors of the Company subscribed for 2,069,228,917 new shares in the Company in the directed share issue (the "Share Issue") and that the Board of Directors of Talvivaara had approved such subscriptions. However, following the passing of such resolution by the Board of Directors of Talvivaara, Talvivaara was informed that valid subscriptions for 12,424,093 additional new shares were made during the subscription period of the Share Issue that expired on 28 December 2016 at 4:00 p.m. (Finnish time) by holders of the bonds issued by the Company maturing in 2017.
The Board of Directors has approved the subscriptions for these 12,424,093 additional new shares. The subscription price per new share is EUR 0.1144, which was paid in its entirety by setting off the restructuring debt receivable of the creditor from the Company against the subscription price of the new shares. The subscription price will be recorded in its entirety in the invested unrestricted equity fund of the Company. As a result of these additional subscriptions, the Company's debt is reduced further by a total of EUR 1,421,316.44.
Taking into account the additional 12,424,093 new shares, the creditors of the Company subscribed for a total of 2,081,653,010 new shares in the Company in the Share Issue, the Company's debt is reduced by a total of EUR 238,141,136.72 and the total number of shares in the Company will increase to 4,189,807,162 shares.
The additional 12,424,093 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 5 January 2017; (ii) issued as book-entry securities in the book-entry system maintained by Euroclear Finland on or about 5 January 2017; and (iii) listed on the official list of the Helsinki Stock Exchange on or about 9 January 2017. The new shares carry the shareholders' rights after the registration in the trade register and the subscriber's book-entry account.
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.
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