Atria Group plc's share issue will be exercised
Atria Group plc STOCK EXCHANGE RELEASE 10 May 2006 at 8.00 a.m.
Atria Group plc's share issue will be exercised 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 conclude the receipt of subscription commitments on 9 May 2006 at 20.00 and to exercise a share issue directed at selected Finnish and international institutional investors. In the share issue, the Company's share capital will be increased by 1.70 euro at minimum and 1,870,000 euro at maximum by issuing no less than 1 and no more than 1,100,000 new series A shares. The purpose of the share issue is to finance investments and strengthen capital structure in order to enable the continuation of international growth. The decision of the Company's Board of Directors on increasing the share capital is based on the authorisation granted to the Board of Directors by the Annual General Meeting of Shareholders held on 3 May 2006 and on the subscription commitments given by institutional investors through the book-building. The Lead Manager of the share issue will notify the investors having given a subscription commitment of the number of series A shares being directed at them by estimation on 10 May 2006. The subscription period for the shares will commence on 10 May 2006 at 9.00 a.m. and expire on 15 May 2006 at 12.00. The shares will be subscribed by paying the subscription price. The Company's Board of Directors has determined the subscription price for the new series A shares to be 19.00 euro per share. The Company's Board of Directors will determine on the acceptance of the subscriptions when the subscription price for the shares has been paid. The terms and conditions of the share issue are enclosed to this release. After the share issue the 1,100,000 new series A shares offered to the investors in the share issue correspond to approximately 4.96 per cent of all shares in the Company and 1.05 per cent of votes attached to the shares provided that the share issue is subscribed for in full. The subscription commitments given at the subscription price in the book-building corresponded to approximately 2.6 times the number of shares being offered for subscription. The trading of the new series A shares on the Main List of the Helsinki Stock Exchange will commence together with the existing series A shares of the Company on or about 17 May 2006. The Lead Manager of the share issue is OKO Corporate Finance Ltd. ATRIA GROUP PLC Board of Directors For further information, please contact Matti Tikkakoski, President & CEO, tel. +358 50 2582 or Erkki Roivas, Finance Director, tel. +358 400 160893 DISTRIBUTION OMX the Helsinki Stock Exchange Main 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. APPENDIX: TERMS AND CONDITIONS OF THE SHARE ISSUE TERMS AND CONDITIONS OF THE OFFERING At its meeting held on 9 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 of Shareholders on 3 May 2006 to increase the share capital of the Company by the minimum of 1.70 euro and by the maximum of 1,870,000 euro on the following terms and conditions: Subscription of shares In the share issue a minimum of 1 and the maximum of 1,100,000 new series A shares of the Company with a nominal value of 1.70 euro (the 'Shares') will be offered for subscription to institutional investors (the 'Share Issue'). All Shares will be offered, in deviation from shareholders' pre-emptive subscription right, for subscription to such separately designated institutional investors who have participated in the book-building arranged on 9 May 2006. Subscription price The subscription price of the shares is 19.00 euro per share. Subscription place and period The subscription period of the share issue will commence on 10 May 2006 at 9.00 a.m. and terminate on 15 May 2006 at 12.00. When necessary the Company's Board of Directors may extend the subscription period of the Shares. OKO Corporate Finance Ltd (the 'Lead Manager') will act as the Lead Manager of the Share Issue and Opstock Securities will act as the agent for subscriptions. Shareholder rights The Shares offered in the Share Issue will rank pari passu with all outstanding series A shares of the Company and they will entitle to any future dividends once the corresponding increase in the share capital has been registered with the Trade Register. The Shares will not entitle their holders to the dividend declared by the Annual General Meeting of Shareholders on 3 May 2006. Reasons for the deviation from the pre-emptive subscription right of the shareholders Shareholders' pre-emptive subscription right is being deviated from in order to finance investments and strengthen the capital structure, thereby making it possible for the Company to continue its international growth. Thus, from the company's perspective, there is a weighty reason for the deviation from the pre- emptive subscription right. Payment of the shares The subscription for the Shares will take place by paying in accordance with chapter 3a, section 17 of the Finnish Companies Act the subscription price of the Shares corresponding to the accepted subscription commitment in full to the bank account given by the Company. The payment of the Shares shall be made during the subscription period. Oversubcription and undersubscription The Company's Board of Directors will decide on the allocation of the Shares in the event of oversubscription or undersubscription. Subscription commitments may be accepted wholly or partially or they may also be rejected. In case of undersubscription, the Company's Board of Directors may determine who has the right and by which means to subscribe for the Shares which have not been subscribed for under these terms and conditions. Approval of the subscriptions The Chairman together with an ordinary member of the Company's Board of Directors, authorised by the Board of Directors, determine on the approval of the subscriptions. Other matters The documents pursuant to the Finnish Companies Act are available for the subscribers of the Shares at the Company's office in Seinäjoki. Upon request, the Company will send copies of the above-mentioned documents to the subscribers of the Shares. Listing of the shares The Company will file an application with the Helsinki Stock Exchange regarding the listing of the Shares as an additional lot of quoted shares on the Main List of the Helsinki Stock Exchange. The trading of the Shares is expected to commence on the Main List of the Helsinki Stock Exchange together with the existing series A shares of the Company on or about 17 May 2006. The trading symbol of the Shares is ATRAV. Number of the shares in the Company The number of shares in the Company immediately prior to the Share Issue was 21,092,728. The number of the shares in the Company upon completion of the Share Issue, and subject to all shares offered in the Share Issue being subscribed for, will be 22,192,728. Governing law The Share Issue shall be governed by the laws of Finland. Any disputes relating to or arising from the Share Issue shall be settled in a court with competent jurisdiction in Finland.