HK RUOKATALO IS PLANNING A SHARE ISSUE
HK Ruokatalo Oyj STOCK EXCHANGE BULLETIN 7 Oct. 2004 at 10am
HK RUOKATALO IS PLANNING A SHARE ISSUE HK Ruokatalo Oyjs Board of Directors has today decided to give notice of an Extraordinary General Meeting of the share-holders to be held on 27 October 2004, and will propose to the Extraordinary General Meeting an increase in the share capital. The new issue based on the shareholders pre-emptive subscription right is meant to generate a maximum of EUR 36.2 million in new equity. In the rights issue, a shareholder could subscribe for one new Series A share against three old shares at a subscription price of EUR 4.20 per share. The planned subscription period for the share issue is between 4 November and 25 November 2004. The capital generated from the share issue shall primarily be used for investments concerning developing the Groups international and domestic business, as well as for strengthening the Groups capital structure. Since 1998, HK Ruokatalo has invested in increasing its international business primarily via business acquisitions in the Baltics and Poland. Since 2002, the company has steadily increased its ownership in one of Polands leading meat companies Sokolów S.A., which is listed on the Warsaw Stock Exchange. This autumn, HK Ruokatalo commenced strategic co-operation in Sokolów with the Danish company Danish Crown. Saturn Nordic Holding AB, a joint venture, which HK Ruokatalo and Danish Crown own on a 50/50 principle, currently owns 52.64 per cent of the shares in Sokolów. Saturn Nordic Holding has made a public tender offer according to Polands security market legislation, pursuant to which it is offering to purchase the rest of Sokolóws shares. In Sokolów, HK Ruokatalo is implementing its short-term and long-term strategies in the meat markets of Eastern and Central Europe. HK Ruokatalo Groups vision is to be the leading meat company in the Baltic region, in connection with which it shall continue investments and development of its business in the Baltic region. In addition to its international expansion, HK Ruokatalo continuously develops its domestic business by, for example, centralizing its production and logistics, as well as making production and logistics more efficient. As part of developing its domestic core process, the Group has several ongoing or planned investment projects. For example, to centralize logistics, the company is presently expanding and renovating its Vantaa factory terminal. An expansive efficiency and renewal process is commencing in the Forssa production plant. Furthermore, Pakastamo Oy, which is owned half-and-half by HK Ruokatalo and Valio Oy, is building a freezing plant into the grounds of the companys Forssa production plant. The objective of domestic investments is to reduce costs, make production more efficient, and improve competitiveness. The Board of Directors has today also decided to propose to the Extraordinary General Meeting that it elect Mr Kjeld Johannesen into the Board of Directors as a replacement for Mr Lars Danell, who has submitted his resignation from the Board of Directors. Mr Johannesen (51) is CEO of Danish Crown, and from HK Ruokatalos point of view, has valuable experience in international business operations. Notice of the Extraordinary General Meeting, as well as the instructions to shareholders on notification to attend the Extraordinary General Meeting are appended to this bulletin. HK Ruokatalo Oyj Simo Palokangas CEO APPENDIX NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS The shareholders of HK Ruokatalo Oyj are hereby invited to the Extraordinary General Meeting of the shareholders to be held at 11am on 27 October 2004 at Finlandia-talo, Terassisali, address Mannerheimintie 13 e, FI-00100 Helsinki. Examination of proxy forms will begin at 10am. At the Extraordinary General Meeting a resolution shall be adopted on the following matters: 1) The Board of Directors' proposal according to which the extraordinary meeting of the shareholders shall pass a resolution to increase the companys share capital by a maximum of EUR 14,646,856.60 by issuing a maximum of 8,615,798 new Series A shares each having a nominal value of EUR 1.70 through a new issue based on the pre-emptive subscription right of the shareholders. As a result of the increase of the share capital, the share capital of the company may increase from EUR 43,940,571.50 to a maximum of EUR 58,587,428.10, and the total number of the companys shares from 25,847,395 shares to a maximum of 34,463,193 shares, so that the number of Series A shares may increase from 20,447,395 Series A shares to a maximum of 29,063,193 Series A shares. The Shares will be offered for subscription to the shareholders of the company in proportion to their shareholding of Series A and/or K shares. A shareholder who is registered in the companys shareholders register maintained by the Finnish Central Securities Depositary Ltd. on the record date of 1 November 2004, will receive one (1) subscription right as a book-entry for every Series A and/or every Series K share owned on the record date. The subscription rights are freely transferable. A shareholder, or a person or an entity to whom such shareholders subscription rights have been transferred, is entitled to subscribe for one (1) new Series A share for every three (3) subscription rights at a subscription price of EUR 4.20 per Share. No fractions of shares will be allotted. The subscription is irrevocable and may not be modified or cancelled. A shareholder may participate in the primary subscription by subscribing for shares pursuant to the primary subscription rights registered on his or her book-entry account and by paying the subscription price. A shareholder, which on the record date of 1 November 2004 has been registered in the companys shareholder register, and who pursuant to his/her primary subscription right has subscribed for all such Series A shares, which, based on the shares s/he owns on the record date has a right to subscribe for, may pursuant to his/her secondary subscription right subscribe for new shares, which have not been subscribed for based on a primary subscription right, at a price of 4.20 euros per share. The subscription period based on both primary and secondary subscription right will commence at 9.30am Finnish time on 4 November 2004, and expire at 4.30pm Finnish time on 25 November 2004. The subscription price shall be paid in full at the time of the subscription. The new shares will entitle their holder to full dividends declared by the company from the financial period commencing on 1 January 2004. The other rights in the company conferred by the shares after the increase of the share capital represented by the new shares shall be effective after they have been registered in the Trade Register. Other issues and practical matters relating to the increase of share capital and the Offering will be resolved by the Board of Directors of the company. 2) The Board of Directors' proposal according to which Mr Kjeld Johannesen shall be elected as a new member of the Board of Directors. He will be replacing Mr Lars Danell, who has submitted his resignation to the Board of Directors of the Company. Information The documents referred to in Chapter 4, Section 7, Subparagraph 1 of the Finnish Companies Act, are available for review by shareholders on October 19, 2004 at the head office of the company, Kaivokatu 18, FI- 20521 Turku, Finland. Copies of the documents will be mailed to shareholders upon request. Eligibility to attend the Extraordinary General Meeting To be eligible to attend the Extraordinary General Meeting, shareholders should be registered by Friday 15 October 2004 in the share register maintained by the Finnish Central Securities Depository (APK). Shareholders who have not transferred their shares to the book- entry securities system are also eligible to attend the Extraordinary General Meeting provided that they were registered in the company's share register before 1 November 1997. Such shareholders should also produce evidence in the form of share certificates or some other proof at the Extraordinary General Meeting that title to the shares has not been transferred to the book-entry securities system. Notification to attend the Extraordinary General Meeting Shareholders wishing to attend the Extraordinary General Meeting should notify the company of their intention to do so by no later than 4 p.m. Finnish time on Tuesday 19 October, 2004 either in writing to HK Ruokatalo Oyj, Extraordinary General Meeting, PO Box 50, FI-20521 Turku, Finland or by telefax +358 2 2501667 or by email marjukka.hujanen@hk-ruokatalo.fi or telephoning +358 2 2676111 / Mrs Hujanen. Notification by letter should arrive before the deadline given. Any proxy forms should be forwarded to the above address when notification of attending the meeting is given. Turku, 7 October 2004 HK RUOKATALO OYJ BOARD OF DIRECTORS THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, 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 AND APPLICABLE STATE LAWS. 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 OF REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. DISTRIBUTION: Helsinki Exchanges Internet: www.hk-ruokatalo.fi