RESOLUTION ON THE SHARE OFFERING, THE OFFER PRICE AND ALLOCATION OF ATRIA GROUP PLC'S SHARES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
On 18 May, 2007, Atria Group Plc's ('Atria' or the 'Company') Board of Directors
announced that it has on the basis of an authorisation given by the Company's
Annual General Meeting on 3 May 2007 decided to start the marketing of an
offering of new shares to investors in deviation from the shareholders'
pre-emptive subscription right ('Offering'). In its meeting held on 30 May 2007,
the Board of Directors of Atria has decided to carry out the Offering and that a
total of 4,500,000 new series A shares will be issued in the Offering, which
shares correspond to approximately 19.5 per cent of the total number of Atria's
outstanding shares and approximately 4.2 per cent of the total voting rights
attaching to the Company's shares prior to the Offering. After the Offering, the
said new series A shares correspond to approximately 16.3 per cent of the total
number of Atria's outstanding shares and approximately 4.1 per cent of the total
number of votes attaching to the Company's shares.
Based on the subscription commitments received from institutional investors and
the trading price of the Company's series A shares it has been resolved that the
subscription price in the institutional offering and in the retail offering is
EUR 23 per share.
Pursuant to the terms and conditions of the Offering published by Atria on 18
May 2007, a total of 4,000,000 new series A shares were preliminarily being
offered in the institutional offering and a total of a minimum of 500,000 new
series A shares were being offered in the retail offering. In total,
subscription commitments corresponding to approximately 7.4 million series A
shares were made in the Offering. Subscription commitments corresponding to
approximately 6.0 million series A shares where made at least at the final
subscription price, EUR 23 per share.
The Board of Directors has decided that a total of 3,612,838 new series A shares
will be issued in the institutional offering and a total of 887,162 new series A
shares will be issued in the retail offering. A total of 2,444 investors
submitted subscription commitments in the retail offering. In the retail
offering, full allocation was given to investors in accordance with the
subscription commitments. For Lihakunta and Itikka osuuskunta, the cooperatives
having given subscription undertakings in advance, it was resolved to allocate a
total of 1,869,565 new series A shares in the institutional offering. About 75
per cent of the shares in the Offering were allocated to Finnish investors and
about 25 per cent to foreign investors.
Furthermore, in addition to the issuance of the 4,500,000 new series A shares
described above, the Board of Directors of Atria resolved, in accordance with
the terms and conditions of the Offering, to grant to Nordea Bank Finland Plc
('Nordea') the right to at any time within thirty days i.e. on 29 June 2007 at
the latest to increase the number of new series A shares in the Offering and
subscribe for up to an aggregate 675,000 additional new series A shares of the
Company at the subscription price EUR 23 per share, solely to cover
over-allotments. The final number of these additional shares and the
subscriptions thereof will be confirmed and announced separately. In the event
that the additional shares are issued and subscribed for in full, the additional
shares will correspond to approximately 2.4 per cent of the total number of
Atria's outstanding shares and approximately 0.6 per cent of the total number of
votes attaching to the Company's shares after the Offering.
Participants in the institutional offering will be sent a confirmation of the
accepted subscriptions on or about 31 May 2007.
Participants in the retail offering will be sent a confirmation of accepted
subscriptions on or about 4 June 2007. Subscription payments in excess of
allocated amounts in the retail offering will be returned to the bank accounts
of subscribers on or about 4 June 2007.
Following the subscriptions made, Atria's share capital will increase by a total
of EUR 7,650,000, of which the part relating to the retail offering, EUR
1,508,175.40 will be registered in the Finnish trade register on or about 1 June
2007 and the part relating to the institutional offering, EUR 6,141,824.60, will
be registered in the trade register on or about 5 June 2007. Following the
registration of these new series A shares, the Company's share capital will be
EUR 46,907,637.60, divided into a total of 18,388,747 series A shares and a
total of 9,203,981 series KII shares. If the additional shares are issued and
subscribed for in full, the Company's share capital will increase to EUR
48,055,137.60, divided into 19,063,747 series A shares and 9,203,981 series KII
shares. In accordance with the terms and conditions of the Offering, the portion
of the subscription price exceeding the aggregate nominal value of the new
shares will be booked to the paid-up unrestricted equity reserves. Atria's
proceeds for the Offering (after deducting the estimated expenses) will be
approximately EUR 100 million. If the additional shares are subscribed for in
full, the total proceeds will be approximately EUR 115 million.
The new shares subscribed in the Offering dividend and provide other shareholder
rights once the share capital increase has been registered in the Trade
Register.
The Company will apply for the listing of the new shares issued in the Offering
on the official list of the Helsinki Stock Exchange. Trading on the new shares
is expected to commence on the Helsinki Stock Exchange after the new shares have
been registered with the Finnish Trade Register, that is on or about 1 June 2007
for the new series A shares subscribed for in the retail offering and on or
about 5 June 2007 for the new series A shares subscribed for in the
institutional offering. The Company will also apply for the trading on the total
of 900,000 series A shares subscribed and registered in December 2006 to
commence simultaneously with the new series A shares subscribed for in the
retail offering. Atria issued a release concerning these shares on 22 December
2006.
As a part of the resolutions relating to the Offering, Atria has today also
signed an underwriting agreement on customary terms with Nordea acting as the
manager of the Offering. As previously released, Nordea may, within thirty days,
i.e. between 31 May - 29 June 2007, effect transactions in view of stabilising
or maintaining the market price of the Company's series A shares at a level
which might not otherwise prevail in the open market. Nordea may purchase up to
675,000 of the Company's series A shares in this kind of trading. Furthermore,
Nordea has informed Atria that it will enter into a share lending agreement with
Lihakunta relating to the settlement and stabilisation.
ATRIA GROUP PLC
Matti Tikkakoski
President and CEO
Further information:
Matti Tikkakoski, President and CEO of Atria Group Plc, tel: +358 50 2582
Erkki Roivas, Chief Financial Officer, tel: + 358 400 160893
DISTRIBUTION:
Helsinki Stock Exchange
Principal media
www.atria.fi
This document is not a prospectus and as such does not constitute an offer to
sell securities. Investors should not subscribe for any securities referred to
in this document, except on the basis of the information contained in a
prospectus. Offers will not be made directly or indirectly in any jurisdiction
where prohibited by applicable law or where any registration or prospectus or
other requirements would apply in addition to those undertaken in Finland.
These materials are not an offer for sale of securities in the United States or
in any jurisdiction of the European Economic Area. Securities may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Atria Group Plc
has not registered, and does not intend to register, any portion of any offering
of its securities in the United States, and does not intend to conduct a public
offering of its securities in the United States.
This press release may not be distributed or sent into the United States,
Australia, Canada or Japan. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high
net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as 'relevant persons'). The Offer Shares are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Offer Shares will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this press release
or any of its contents.
This press release is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the Prospectus Directive). A prospectus prepared pursuant to the Prospectus
Directive will be published in Finland and will be available to the public at
the subscription places for the Offering in Finland. Any offer of securities to
the public that may be deemed to be made pursuant to this communication in any
EEA Member State that has implemented Prospectus Directive is only addressed to
qualified investors in that Member State within the meaning of the Prospectus
Directive.