Supplement to Talvivaara Mining Company Plc's Offering Circular dated 25 November 2016
(Thomson Reuters ONE) -
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The information contained herein is not for publication or distribution,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(at)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.
Supplement to Talvivaara Offering Circular dated 25 Nov 2016:
http://hugin.info/136227/R/2067039/776121.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Talvivaaran Kaivososakeyhtiö Oyj via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 21.12.2016 - 13:56 Uhr
Sprache: Deutsch
News-ID 514321
Anzahl Zeichen: 10936
contact information:
Town:
Espoo
Kategorie:
Business News
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"Supplement to Talvivaara Mining Company Plc's Offering Circular dated 25 November 2016"
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Talvivaaran Kaivososakeyhtiö Oyj (Nachricht senden)
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