Atria Group plc is preparing a share issue directed at institutional investors
Atria Group plc STOCK EXCHANGE RELEASE 9 May 2006, 8.00 a.m.
Atria Group plc is preparing a share issue directed at institutional investors - the submission of subscription commitments will commence on 9 May 2006 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. Atria Group plc does not intend to register any portion of the offering in the United States or to conduct a public offering of shares in the United States. The Board of Directors of Atria Group plc (the 'Company') has decided to start preparations for the directed share issue planned by the Company. The share issue is to be carried out according to an offer procedure (so-called bookbuilding), in which the Company's shares will be offered to separately designated institutional investors in Finland and internationally. In the share issue, a maximum of 1,100,000 new shares of the Company's Series A shares will be offered for subscription. Background to the share issue The Atria Group is making major investments to enhance its operations in Finland and to achieve growth in international markets, particularly in Russia. In Nurmo, Finland, the Company is carrying out a EUR 70 million capital expenditure programme, more than half of which is directed at the logistics centre. The expansion will double the logistics centre's capacity and it will be ready to go into operation in spring 2007. In autumn 2005, Atria completed the acquisition of Pit-Product of Russia. Pit- Product has a market share of more than 20 per cent of St Petersburg's meat products market. The Company is the leading producer of meat products in St Petersburg. The biggest challenge in the near future is to ensure adequate production capacity. Planning has been started on a new logistics centre and a new production plant that will more than double the production capacity. Once these investments come on stream, it will also be possible to sell Pit-Product's range of goods in the Moscow market, where partly the same wholesale and retail chains operate as in St Petersburg. The total investment is estimated to be about EUR 40 million. The capital expenditures will be completed for the most part during 2007. The Company's Board of Directors has decided to prepare a share issue directed at institutional investors in order to finance the above-mentioned investments and to strengthen the Company's capital structure with the aim of making possible its continued international growth. The decision by the Company's Board of Directors on arranging a share issue is based on the authorisation granted to the Board of Directors by the Annual General Meeting held on 3 May, 2006. The authorisation includes the right to deviate from shareholders' pre-emptive subscription right providing that there is a weighty economic reason for the Company to deviate from it. The financing of the above-mentioned investments and strengthening of the capital structure in order to make possible continued growth constitutes a weighty economic reason, in accordance with the resolution of the Annual General Meeting, for deviation from shareholders' pre-emptive right. Carrying out of the share offering The share offering will be carried out according to an offer procedure (bookbuilding), in which separately designated institutional investors can submit their subscription commitments for the Company's new shares of Series A shares to Opstock Securities. Offer procedure will commence on 9 May 2006 at 9.00 a.m. and will end no later than on 10 May 2006 at 6.30 p.m. In the event of oversubscription, the offer procedure can be suspended prematurely, but nevertheless no earlier than on 9 May 2006 at 6.30 p.m. Announcement of premature suspension of the offer procedure will be made through a stock exchange release. The Company's Board of Directors will take a final decision on carrying out of the share issue at the close of the period of offer procedure. Trading in the new shares of Series A shares on the Main List of the Helsinki Stock Exchange will commence, together with the Company's existing Series A shares, on or about 17 May 2006, providing that the necessary decisions and permits have been obtained by that time. The Company has applied for an exemption order regarding the publication of an offering circular from the Finnish Financial Supervision Authority. The new shares of Series A shares correspond to about 9.25 per cent of the shares of Series A shares as well as 5.22 per cent of all the Company's shares and 1.06 per cent of the votes conferred by all the shares prior to the share issue, providing that the share issue is fully subscribed. After the share issue, the new shares of Series A shares will correspond to about 4.96 per cent of all shares in the Company and 1.05 per cent of the votes they confer. The lead manager of the share issue will be OKO Corporate Finance Ltd. ATRIA GROUP PLC Board of Directors For additional information, contact President & CEO Matti Tikkakoski, tel. +358 50 2582 or Finance Director Erkki Roivas, tel. +358 400 160 893 DISTRIBUTION OMX Helsinki Stock Exchange Principal media www.atria.fi Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan. ANNEX: DIRECTED SHARE ISSUE OF ATRIA GROUP PLC PRELIMINARY TERMS AND CONDITIONS OF THE SHARE issue At its meeting held on 8 May 2006, the Board of Directors of Atria Group plc (the "Company") has decided, on the basis of an authorisation granted to it by the Company's Annual General Meeting on 3 May 2006, to begin preparations for the directed share issue planned by the Company as follows: Subscription of shares In the share issue a maximum of 1,100,000 new shares of the Company's Series A shares with a nominal value of EUR 1.70 (the "Shares") will be offered for subscription to institutional investors (the "Share Issue"). All the Shares will be offered, in deviation from shareholders' pre-emptive subscription right, for subscription to separately designated institutional investors. Subscription commitments must be for at least 10,000 Shares and the number of Shares to be subscribed for must be divisible by 1,000. Subscription commitments The time for receiving subscription commitments will commence on 9 May 2006 at 9.00 a.m. and end no later than on 10 May 2006 at 6.30 p.m. Subscription commitments can be submitted only by separately designated institutional investors. OKO Corporate Finance Ltd (the "Lead Manager") will act as the lead manager for the Share Issue, and Opstock Securities will act as the agent for subscription commitments. In the event of oversubscription, the offer procedure can be suspended prematurely, but nevertheless no earlier than on 9 May 2006 at 6.30 p.m. After the period reserved for submitting subscription commitments, the Company's Board of Directors, empowered by the authorisation granted to it by the Annual General Meeting on 3 May 2006, will take a decision on carrying out the Share Issue and its terms and conditions on or about 10 May 2006. Subscription price The subscription price will be determined in an offer procedure, i.e. according to the so-called bookbuilding method, in which the Company will determine the final subscription price on the basis of the subscription commitments submitted by investors. The Company's Board of Directors will decide on the final subscription price per share and this will be announced in a stock exchange release on or about 10 May 2006. The subscription price will be the same for all the investors participating in the Share Issue. Shareholder rights The shares offered in the Share Issue will confer the same rights as the Company's other shares of Series A shares and they will entitle their holders to all dividends to be distributed in the future once the increase of the share capital corresponding to them has been entered into the Trade Register. The shares will not entitle their holders to the dividend that was declared by the Annual General Meeting on 3 May 2006. Reasons for deviation from the pre-emptive subscription right Shareholders' pre-emptive subscription right is being deviated from due to financing investments and strengthening the Company's capital structure, thereby making it possible for the Company to continue its international growth. The Company thus has a weighty economic reason for deviation from the pre-emptive subscription right. Over- and undersubscription The Company's Board of Directors will decide on the procedure to be observed in the event of over- and undersubscription. Subscription commitments can be accepted in full or in part or they can also be rejected. Decisions concerning the Share Issue The Company's Board of Directors will decide on other matters relating to the increase of the share capital and the practical measures resulting from that. The Company's Board of Directors will take a final decision on carrying out the Share Issue after the close of the time for submission of subscription commitments. At the same meeting, the Board of Directors will decide on the final subscription price and on the number of Shares to be offered on the basis of the subscription commitments submitted by investors, and it will decide on the acceptance, in full or in part, of the subscription commitments submitted. At the same time, the Board of Directors will also approve the final terms and conditions of the Share Issue. The Company's Board of Directors has reserved the right not to carry out the Share Issue. Other considerations The documents pursuant to the Companies Act are available for subscribers of the Shares at the Company's head office and at Finnish Central Securities Depository Ltd. Upon request, the Company will send copies of the above-mentioned documents to a subscriber of Shares. Listing of the shares The Company intends to submit an application to the Helsinki Stock Exchange for listing of the shares as an additional lot of quoted shares on the Main List of the Helsinki Stock Exchange. Trading in the Shares is expected to begin on the Main List of the Helsinki Stock Exchange together with the Company's existing Series A shares on or about 17 May 2006. The Finnish trading code of the Shares is ATRAV. Number of shares in the Company The number of shares in the Company immediately prior to the Share Issue was 21,092,728. The number of shares in the Company immediately after completion of the Share Issue will be 22,192,728, providing that all the Shares offered in the Share Issue will be subscribed. Governing law The Share Issue will be governed by the laws of Finland, and all disputes concerning the Share Issue will be resolved in a competent court in Finland.