Nokian Tyres plc share issue to be completed; share subscription price decided
NOKIAN TYRES PLC Stock exchange release
17 February 2005 at 10.00 a.m.
NOKIAN TYRES PLC SHARE ISSUE TO BE COMPLETED; SHARE SUBSCRIPTION PRICE DECIDED
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF THE SHARES IN THE UNITED STATES. THE SHARES MAY NOT BE SOLD IN THE UNITED STATES WITHOUT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. NOKIAN TYRES PLC DOES NOT INTEND TO REGISTER ANY PORTION OF SUCH OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SHARES IN THE UNITED STATES.
Nokian Tyres plc's (Company) Board of Directors has in its meeting today 17 February 2005 resolved to discontinue the reception of subscription undertakings. The level of demand was over 2.5 times the offering size. By virtue of the authorization of the Annual General Meeting of 5 April 2004, to increase the Company's share capital by a maximum of EUR 2,148,000 by issuing a maximum of 1,074,000 new shares through a share issue directed to institutional investors.
The share issue is implemented based upon a book building process so that the institutional investors will subscribe for new shares to be issued by the Company in accordance with the subscription undertakings submitted by the institutional investors during the book building between 16 February 2005 and 17 February 2005.
The shares are offered for subscription to Finnish and international institutional investors in deviation from the pre-emptive subscription rights of the shareholders. As stated in the Company’s financial statements release, the Company is continuously evaluating its capital structure in light of numerous expansion opportunities. In line with this, the purpose of the share issue is to finance the investments in accordance with the company’s investment plan, enhance the Company’s accelerated growth, maintain the company’s liquidity and extend the Company’s shareholder base.
The share subscription period commences on 17 February 2005 at 10.30 a.m. (Finnish time) and ends on 18 March 2005 at 6.00 p.m. (Finnish time). The shares will be subscribed for by paying the subscription price. The terms and conditions of the share issue are enclosed to this stock exchange release. The share subscription price was set to EUR 122 per share.
The 1,000,000 shares offered to the investors in the share issue correspond to 9.2 per cent of the Company's share capital and votes attached to the shares prior to implementing the share issue. Approximately 13 per cent of the shares offered were allocated to Finnish investors and approximately 87 per cent to international investors.
In addition, the Company has granted to the manager of the share issue, Carnegie Investment Bank AB (Carnegie) an over-allotment option of 74,000 shares for stabilization purposes. In connection with the offering of the shares, Carnegie may effect transactions which stabilize or maintain the market price of the Company’s shares at a level which would not otherwise necessarily prevail in the market (stabilization). Carnegie may effect stabilizing transactions on the Helsinki Stock Exchange during 30 days from the date when the new shares were admitted for listing on the Main List of the Helsinki Stock Exchange. In case stabilization is effected, it may be terminated at any time. The manager may by means of stabilization acquire up to 74,000 shares.
Listing of the new shares on the Main List of the Helsinki Stock Exchange is expected to commence on or about 24 February 2005.
NOKIAN TYRES PLC
BOARD OF DIRECTORS
Distribution: Helsinki Stock Exchange
Main news media
Appendix: The terms and conditions of the share issue
NOT FOR DISTRIBUTION IN THE UNITED STATES.
DIRECTED SHARE ISSUE OF NOKIAN TYRES PLC 2005
TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Nokian Tyres plc (the Company) has in its meeting of 17 February 2005 resolved by virtue of the authorization granted by the Annual General Meeting of the Company on 5 April 2004 to increase the Company’s share capital by a minimum of EUR 2.00 and a maximum of EUR 2,148,000 on the following terms and conditions:
The share capital shall be increased by a minimum of EUR 2.00 and a maximum of EUR 2,148,000 by issuing at least one (1) and no more than one million seventy-four thousand (1,074,000) shares the nominal value of which is EUR 2.00 (the Shares, each a Share). All the Shares are being offered to be subscribed for by the institutional investors decided by the Board of Directors in deviation from the pre-emptive subscription rights of the shareholders. The subscriptions shall comprise at least 10 Shares and the Shares to be subscribed for shall be divisible by ten.
The subscription price is EUR 122 per Share.
Subscription Period and Place of Subscription
The subscription period commences on 17 February 2005 at 10.30 a.m. and ends on 18 March 2005 at 6 p.m. The share subscription shall take place at the head office of the Company, Pirkkalaistie 7, FI-37101, Nokia. The Share subscription is made by paying, in accordance with Chapter 3a, Section 17 of the Companies Act, the entire Share subscription price to the bank account designated by the Company. The Board of Directors of the Company may extend the subscription period.
Terms of Payment
The subscription price shall be paid during the above subscription period. The Board of Directors of the Company may extend the payment period.
Right to Dividend and Other Rights
The Shares entitle to full dividend for the financial period commenced on 1 January 2004 and ended on 31 December 2004, provided that the General Meeting of the Company decides to distribute dividend. The Shares entitle to other rights in the Company as of the registration of the increase of the share capital.
The Shares will be issued within the book-entry system.
Reasons for the Deviation from the Pre-emptive Subscription Rights of the Shareholders
The pre-emptive subscription rights of the shareholders are deviated from since the purpose of the share issue is to finance large additional investments of the business operations by increasing the working capital, to enhance the Company’s accelerated growth, to maintain the Company’s liquidity and to broaden the Company’s shareholder base. The Company is seeking a shareholder base that will enhance the liquidity of the Company’s shares in the secondary market and that will create the prerequisites for the financing of the growth and business operations of the group.
There are thus important financial reasons from the Company’s perspective for the deviation from the pre-emptive subscription rights of the shareholders.
Over and Under Subscription
Chairman of the Board of Directors of the Company Mr Henrik Therman and CEO and member of the Board of Directors of the Company Mr Kim Gran may jointly decide to discontinue the reception of the subscription undertakings in a possible over subscription situation. In the allocation, the Company is seeking a shareholder base that will enhance the liquidity of the Company’s shares in the secondary market and that will create the prerequisites for the financing of the growth and business operations of the group.
In a possible under subscription situation the Board of Directors of the Company may resolve who will be entitled to subscribe for the Shares that have been unsubscribed for and the procedure to be applied in such subscription.
Chairman of the Board of Directors of the Company Mr Henrik Therman and CEO and member of the Board of Directors of the Company Mr Kim Gran, as authorized by the Board of Directors, decide on the approval of the share subscriptions. The share subscriptions may be approved also during the subscription period. A confirmation will be sent to the subscribers with respect to the subscriptions that have been approved immediately upon the approval of subscriptions.
The documents required by the Companies Act may be reviewed at the Company’s head office, Pirkkalaistie 7, Nokia and at the Finnish Central Securities Depository Ltd. The Company will send copies of the said documents to the subscribers of the Shares, if requested.
The Board of Directors of the Company will decide on other issues related to the increase of share capital and practical arrangements arising thereof.