Supplement to Talvivaara Mining Company Plc's Prospectus Dated 12 March 2013
(Thomson Reuters ONE) -
Stock Exchange Release
Talvivaara Mining Company Plc
9 April 2013
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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE APPLICABLE PROSPECTUS
(AND ANY SUPPLEMENTARY PROSPECTUS) PUBLISHED BY TALVIVAARA IN CONNECTION WITH
THE OFFERING. COPIES OF THE PROSPECTUS (AND ANY SUPPLEMENTARY PROSPECTUS) ARE,
OR WILL BE, AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.
Supplement to Talvivaara Mining Company Plc's Prospectus Dated 12 March 2013
Talvivaara Mining Company Plc has supplemented its prospectus dated 12 March
2013. The Finnish Financial Supervisory Authority has on 9 April 2013 approved
the supplement to the prospectus which is attached hereto in full.
Final dates for the settlement of the offering, if changed from those
preliminarily indicated in the prospectus, will be confirmed on or before 12
April 2013.
Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO
Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer
with its primary focus on nickel and zinc using a technology known as
bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction
of metals from low grade ore economically viable. The Talvivaara deposits
comprise one of the largest known sulphide nickel resources in Europe. The ore
body is estimated to support anticipated production for several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming agreement with Nyrstar NV. Talvivaara is listed on the London Stock
Exchange Main Market and NASDAQ OMX Helsinki. Further information can be found
at www.talvivaara.com.
DISCLAIMER
This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any shares or securities referred to in this
announcement except on the basis of information in the applicable prospectus
(and any supplementary prospectus) published by Talvivaara in connection with
the Offering. Copies of the prospectus (and any supplementary prospectus) are,
or will be, available from Talvivaara's registered office. Nothing in this
announcement should be interpreted as a term or condition of the Offering.
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 issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. None of
Talvivaara J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS and Danske Bank A/S Helsinki Branch assume any
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
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 and the United
Kingdom. With respect to each Member State of the European Economic Area other
than Finland and the United Kingdom 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 includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking
statements include, but are not limited to, all statements other than statements
of historical facts contained in this communication, including, without
limitation, those regarding Talvivaara's strategy, plans, objectives, goals and
targets. By their nature, forward looking statements involve known and unknown
risks, uncertainties and other factors because they relate to events and depend
on circumstances that may or may not occur in the future. Talvivaara cautions
you that forward-looking statements are not guarantees of future performance and
are based on numerous assumptions and that its actual results of operations,
including its financial condition and liquidity, may differ materially from (and
be significantly more negative than) those made in, or suggested by, the
forward-looking statements contained in this communication. In particular, this
communication includes forward-looking statements relating to Talvivaara's plans
to address the recent operational challenges faced by Talvivaara. Such estimates
are based on a number of assumptions that are, in turn, based on currently
available information and judgments based on such information. However, these
assumptions are inherently uncertain and subject to a wide variety of
significant operational and regulatory risks and uncertainties that could cause
the actual outcome of Talvivaara's actions to materially differ from those
anticipated.
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share for the current or future financial years would
necessarily match or exceed the historical published earnings per share. Prices
and values of, and income from, shares may go down as well as up and an investor
may not get back the amount invested. It should be noted that past performance
is no guide to future performance. Persons needing advice should consult an
independent financial adviser.
J.P. Morgan Securities plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sole sponsor for
Talvivaara and no one else in connection with the Offering and will not regard
any other person (whether or not a recipient of this announcement) as a client
in relation to the Offering and will not be responsible to anyone other than
Talvivaara for providing the protections afforded to its clients or for giving
advice in connection with the Offering, the contents of this announcement and
the accompanying documents or any other transaction, arrangement or matter
referred to herein or therein.
Each of Nordea Bank Finland Plc, Merrill Lynch International, BNP PARIBAS and
Danske Bank A/S Helsinki Branch is acting exclusively for Talvivaara and for no
one else in connection with the Offering and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to the
Offering and will not be responsible to anyone other than Talvivaara for
providing the protections afforded to their respective clients or for providing
advice in connection with the Offering or any other transaction, arrangement or
matter referred to herein.
This announcement should not be considered a recommendation by any of J.P.
Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch International, BNP
PARIBAS or Danske Bank A/S Helsinki Branch or any of their respective directors,
officers, employees, advisers or any of their respective affiliates in relation
to any purchase of or subscription for securities.
No representation or warranty, express or implied, is given by or on behalf of
any of J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or any of their
respective directors, officers, employees, advisers or any of their respective
affiliates or any other person as to the accuracy, fairness, sufficiency or
completeness of the information or the opinions or the beliefs contained in this
announcement (or any part hereof).
None of the information contained in this announcement has been independently
verified or approved by any of J.P. Morgan Securities plc, Nordea Bank Finland
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch
or any of their respective directors, officers, employees, advisers or any of
their respective affiliates. Save in the case of fraud, no liability is accepted
by any of J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or any of their
respective directors, officers, employees, advisers or any of their respective
affiliates for any errors, omissions or inaccuracies in such information or
opinions or for any loss, cost or damage suffered or incurred howsoever arising,
directly or indirectly, from any use of this announcement or its contents or
otherwise in connection with this announcement.
No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given or
made, such information or representations must not be relied on as having been
authorised by Talvivaara, any of J.P. Morgan Securities plc, Nordea Bank Finland
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch
or any other person. Subject to applicable rules and regulations, the issue of
this announcement shall not, in any circumstances, create any implication that
there has been no change in the affairs of Talvivaara and its group since the
date of this announcement or that the information in it is correct as at any
subsequent date.
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 prospectus dated 9 April 2013:
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
prospectus dated 12 March 2013 relating to the offering (the "Offering") of
1,633,857,840 new shares (the "Offer Shares") or CREST depositary interests
("CDIs") representing the Offer Shares (the "New CDIs") with the following
information. This information should be read in conjunction with the prospectus
dated 12 March 2013.
On 8 April 2013, Talvivaara published the following stock exchange release:
"Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that a
leakage has been detected at the gypsum pond of its Sotkamo mine on Sunday
evening 7 April 2013. The leakage is located at the pond section adjacent to the
section where a leakage occurred in November 2012, and is potentially linked to
the previous leakage.
The Company estimates that approximately 250,000 m(3) of water has leaked from
the pond by now and that the remaining water volume in the pond section is
approximately 370,000 m(3). The safety capacity at Talvivaara's Southern water
treatment unit is currently approximately 1,000,000 m(3) and also the water
treatment capacity to treat the water leaking into the dams is sufficient. No
untreated water is therefore expected to be directed outside of the mine area.
The leakage however consumes safety capacity in advance of the spring melt, and
the Company has therefore increased discharge of purified water to the Southern
direction to approximately 800 m(3)/h and the discharge rate is estimated to be
further increased to approximately 1,500 m(3)/h later in the week.
As the risk level of the leaking pond section has been known to be elevated, the
Company has during the current year focused on maximising safety capacity in
dams through improving dam structures, increasing water neutralisation capacity
and discharging treated waters. Under normal circumstances the water in the
gypsum pond would have been treated at the metals recovery plant, but will now
be neutralised at the Southern water treatment unit instead.
Pumping arrangements at Talvivaara's metals recovery plant are currently being
altered such that water purification capacity at the plant can be maximised and
as much as possible of treated water can also be discharged to the Northern
direction."
In addition, on 9 April 2013, Talvivaara published the following stock exchange
release:
"Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that
the gypsum pond leakage detected on 7 April 2013 at its Sotkamo mine has, based
on current knowledge, been successfully stemmed. The leakage point in the pond
was detected in the afternoon of 8 April 2013, after which the Company started
to fill the leakage point with moraine. On the basis of current knowledge
Talvivaara estimates that the water volume leaked to the safety dams is less
than 400,000 m(3). The total water volume of the pond section where the leakage
occurred is estimated at approximately 620,000 m(3). The safety capacity and
treatment capacity at the water treatment units are sufficient for treating the
water that has leaked and may still leak from the gypsum pond section in
question. No untreated water is expected to be directed outside of the mine
area.
Sufficient safety capacities in the Southern safety dams are highly important in
view risk management. This is especially important in anticipation of the spring
melt, which is expected to accelerate late this week. Talvivaara has therefore
increased the discharge of purified excess water to the Vuoksi waterway in the
South to a level of 800 m(3)/h and the flow rate will be further increased to a
level of 1,500 m(3)/h to ensure sufficient safety capacity.
The levels of harmful substances in discharged waters are clearly below the
limit values set in Talvivaara's environmental permit. Water quality has
remained consistent and quality monitoring is carried out continuously."
The above mentioned information supplements the section "Operating and Financial
Review and Prospects-Recent Developments" in the prospectus.
Investors' Right to Cancel Their Subscriptions
Pursuant to the terms and conditions of the Offering, in the event that the
prospectus is supplemented or amended due to an error, omission or material new
information which could be of material importance to investors, investors who
have subscribed for the Offer Shares or New CDIs are entitled to cancel their
subscriptions in accordance with the Finnish Securities Markets Act (746/2012)
within a minimum of two business days from the publication of the supplement in
the relevant jurisdiction, which shall be 9 April 2013 in Finland and is
expected to take place on 10 April 2013 in the United Kingdom. A cancellation of
a subscription may only be made in respect of all of the Offer Shares or New
CDIs the shareholder has subscribed for. The cancellation right may only be used
if the investor has committed to subscribe or subscribed for the Offer Shares or
New CDIs prior to the publication of the supplement or amendment to this
prospectus and provided that the error, omission or material new information
that has resulted in the supplement or amendment has come in light prior to
delivery of the security to the investor and, for the Offer Shares or New CDIs
subscribed for pursuant to the subscription rights, the time when trading with
the interim shares representing the Offer Shares begins.
If an investor wants to use its right to cancel its subscription, the investor
must inform the subscription place where the subscription was made of the
cancellation of the subscription by 8:00 p.m. (Finnish time) on 11 April 2013
with respect to the Offer Shares and by 8 p.m. (UK time) on 12 April 2013 with
respect to the New CDIs, however, taking into account the customary opening
hours of such subscription place. The funds will be refunded without interest.
Supplement to Talvivaara Mining Co Prospectus Dated 12.3.2013:
http://hugin.info/136227/R/1691797/555669.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
[HUG#1691797]
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