Elektrobit Group Oyj - Bittium Corporation's public tender offer for own shares and stock options will commence on September 25, 2015. The offer price for a share is EUR 5.06 and for a stock option EUR 4.51.
September 22, 2015
Bittium Corporation's public tender offer for own shares and stock options will commence on September 25, 2015. The offer price for a share is EUR 5.06 and for a stock option EUR 4.51.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Stock Exchange Release
Free for publication on September 22, 2015 at 6.15 p.m. (CEST+1)
Bittium Corporation's public tender offer for own shares and stock options will commence on September 25, 2015. The offer price for a share is EUR 5.06 and for a stock option EUR 4.51.
Bittium Corporation ("Bittium" or the "Company") decided on September 14, 2015 that it repurchases its own shares ("Shares") and stock options 2008C ("Stock Options") entitling to Shares by means of a voluntary public tender offer made to all shareholders and holders of Stock Options (the "Offer").
Approval and Publication of the Offer Document
The Finnish Financial Supervisory Authority has today approved the offer document related to the Offer (the "Offer Document"). The Offer Document will be available in Finnish from or about September 25, 2015 onwards at the branch offices of the cooperative banks belonging to the OP Group and of Helsinki OP Bank Plc and at the office of NASDAQ OMX Helsinki at the address Fabianinkatu 14, FI-00100 Helsinki, Finland, and in Finnish and English from September 23, 2015 onwards on the internet at www.bittium.com/ostotarjous2015, www.bittium.com/tenderoffer2015 and op.fi/merkinta.
Offer Price
The Share Offer Price is, in accordance with the decision of the Company's extraordinary general meeting held on September 14, 2015, the volume weighted average price per Share based on transactions in the official list of NASDAQ OMX Helsinki Ltd ("NASDAQ OMX Helsinki") during the five trading days preceding the acceptance of the Offer Document (between September, 15 - September 21, 2015), rounded to the nearest full euro cent.
The offer price of a Share is EUR 5.06 for a Share (the "Share Offer Price"), and it will be paid in cash for each Share validly tendered in accordance with the terms and conditions of the Offer.
The offer price of a Stock Option is EUR 4.51 for a Stock Option (the "Stock Option Offer Price"), and it will be paid in cash for each Stock Option validly tendered in accordance with the terms and conditions of the Offer. The Stock Option Offer Price is the Share Offer Price subtracted with the subscription price for a Share pursuant to a Stock Option, which is EUR 0.55 per Share.
Object of the Offer
The Offer is made for a maximum of 117,351,263 Company's Shares (the "Maximum Number of Shares"), corresponding 88.4 percent of all the Shares in the Company, and in addition for a maximum of 252,648 Stock Options (the "Maximum Number of Stock Options"). The Maximum Number of Shares has been determined based on the Share Offer Price EUR 5.06 per Share and the maximum consideration payable for Shares EUR 593,797,392.67 in accordance with the resolution of Bittium's general meeting. The Maximum Number of Stock Options has been determined based on the maximum number of Stock Options to be repurchased under the decision of the general meeting.
The Offer does not cover the Shares or Stock Options that are held by the Company or its subsidiaries. On the date of this stock exchange release the Company or its subsidiaries do not hold such Shares or Stock Options.
Offer Period
The offer period of the Offer (the "Offer Period") will commence on September 25, 2015 at 9.30 a.m. (Finnish time) and expire on October 16, 2015 at 4 p.m. (Finnish time), unless the Company's Board of Directors decides to extend the Offer Period in accordance with the terms and conditions of the Offer or unless those terms and conditions stipulate otherwise. The Company's Board of Directors may extend the Offer Period by giving notice of the extension by a stock exchange release no later than October 19, 2015. The Company's Board of Directors will give notice of a possible extension of an already extended Offer Period no later than on the first Finnish banking day following the expiry of the extended Offer Period.
If the Company's Board of Directors extends the Offer Period, the Offer Period expires on the date and at the time determined by the Board of Directors, unless the extended Offer Period is discontinued as described below. The maximum length of the Offer Period (including the possible extended Offer Period and/or the Subsequent Offer Period, as defined below) is ten (10) weeks starting from the commencement of the Offer Period.
The Company's Board of Directors may discontinue the extended Offer Period should all the conditions to completion defined in the Offer Document be fulfilled or waived by the Company before the expiry of the extended Offer Period and execute in accordance with the terms and conditions of the Offer the sale and purchase of those Shares and Stock Options which have been validly tendered and for which the valid tender has not been properly withdrawn. If the Board of Directors discontinues the extended Offer Period, the Board of Directors shall give notice of the decision as soon as possible after making the decision, and in any case at least two (2) weeks before the expiry of the extended Offer Period. If the Board of Directors discontinues the extended Offer Period, the extended Offer Period will expire on the earlier date and at the earlier time announced by the Board of Directors.
The Company also reserves the right to extend the Offer Period in connection with the Company's announcement of the final result of the Offer (the "Subsequent Offer Period"). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time notified by the Company in connection with the final result announcement. The expiry of a Subsequent Offer Period shall be announced no later than two (2) weeks before the expiry of such Subsequent Offer Period.
Terms and Conditions of the Offer
The terms and conditions of the Offer have been attached to this stock exchange release in their entirety and in the same form as they are presented in the Offer Document (Annex 1).
Oulu, September 22, 2015
Bittium Corporation
Board of Directors
Further Information:
Veli-Pekka Paloranta
CFO
Bittium Corporation
Tel. +358 40 344 5466
Distribution:
NASDAQ Helsinki
Main media
Bittium
Bittium is specialized in developing reliable and secure communications and connectivity solutions using the latest technologies and deep knowledge on radio technology. Bittium provides innovative products and customized solutions based on its product platforms, and R&D services for customers in various industries. Bittium also offers high quality information security solutions for mobile devices and portable computers. Net sales of continuing operations in 2014 was EUR 52.7 million and operating profit was EUR 0.8 million. Bittium is listed on Nasdaq Helsinki. www.bittium.com
Disclaimer
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Bittium Corporation (the "Shares") anywhere in the world. The final terms and further provisions of the public tender offer (the "Offer") will be disclosed in the offer document approved by the Finnish Financial Supervisory Authority. Holders of the Shares are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information.
The Offer is not being made directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is not being made by the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by fax, telephone or internet) in or into the United States, nor by the use of any facility of a national securities exchange in the United States. Accordingly, the sending or any other distribution of this announcement or any other accompanying document in or into the United States or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is prohibited.
Annex 1: Terms and Conditions of the Offer
Object of the Offer
The Offer is made for a maximum of 117,351,263 Shares (the "Maximum Number of Shares") and in addition for a maximum of 252,648 Stock Options (the "Maximum Number of Stock Options") of the Company.1
The Offer does not cover the Shares or Stock Options that are in the ownership of the Company or its subsidiaries. On the date of this Offer Document, the Company or its subsidiaries do not own such Shares or Stock Options.
A shareholder or a holder of Stock Options may accept the Offer for all the Shares and/or Stock Options owned by him or for a number of Shares and/or Stock Options of his choosing per book-entry account.
The extent of the Offer in certain areas outside Finland is limited by section "Terms and conditions of the Offer - Limitations on the Offer outside Finland".
Offer Price
The Share Offer Price is EUR 5.06 for a Share, and it will be paid in cash for each Share validly tendered in accordance with the terms and conditions of the Offer. The Share Offer Price is equivalent to the volume weighted average price per Share based on transactions in the official list of NASDAQ OMX Helsinki Ltd ("NASDAQ OMX Helsinki") during the five trade days preceding the acceptance of the Offer Document, rounded to the nearest full euro cent.
The Stock Option Offer Price is EUR 4.51 for a Stock Option, and it will be paid in cash for each Stock Option validly tendered in accordance with the terms and conditions of the Offer. The Stock Option Offer Price is equivalent to the Share Offer Price subtracted with the subscription price of a Share pursuant to a Stock Option, which is EUR 0.55 per Share.
Offer Period
The offer period commences on September 25, 2015 at 9.30 a.m. (Finnish time) and expires on October 16, 2015 at 4 p.m. (Finnish time) (the "Offer Period"), unless the Company's Board of Directors decides to extend the Offer Period as described below or unless the terms and conditions of the Offer stipulate otherwise. The Company's Board of Directors may extend the Offer Period by giving notice of the extension by a stock ex-change release on October 19, 2015, at the latest. The Company's Board of Directors shall give notice of a possible extension of an already extended Offer Period no later than on the first Finnish banking day following the expiry of the extended Offer Period.
If the Company's Board of Directors extends the Offer Period, the Offer Period expires on the date and at the time determined by the Board of Directors, unless the extended Offer Period is discontinued as described below. The maximum length of the Offer Period (including the possible extended Offer Period and/or the Subsequent Offer Period, as defined below) is ten (10) weeks starting from the commencement of the Offer Period.
The Company's Board of Directors may discontinue the extended Offer Period should all the Conditions to Completion (as defined below) be fulfilled or waived by the Company before the expiry of the extended Offer Period and execute in accordance with section "Terms and conditions of the Offer - Terms of Payment and Settlement of Shares and Stock Options" the sale and purchase of the Shares and Stock Options validly tendered and for which the valid tender of such Shares and Stock Options not properly withdrawn. If the Board of Directors discontinues the extended Offer Period, the Board of Directors shall give notice of the decision as soon as possible after making the decision, and in any case at least two (2) weeks before the expiry of the extended Offer Period.
The Company also reserves the right to extend the Offer Period in connection with the Company's announcement of the final result of the Offer (such extended Offer Period shall be referred to as the "Subsequent Offer Period"). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Company in the final result announcement. The expiration of a Subsequent Offer Period shall be announced at the latest two (2) weeks before the expiration of such Subsequent Offer Period.
Conditions for the Completion of the Offer
The obligation of the Company to repurchase the Shares and Stock Options validly tendered and to complete the Offer is subject to the satisfaction or, to the extent permitted by applicable law, a waiver by the Company of the following conditions ("Conditions to Completion") on or prior to the date of the Company's announcement of the final result of the Offer:
1. No Material Adverse Change (as defined below) having occurred after the Extraordinary General Meeting on September 14, 2015;
2. No court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the completion of the Offer; and
3. The undertakings given by the seven largest shareholders presented in the Company's shareholders' register, dated on August 23, 2015, to accept the Offer in respect of certain Shares owned by them remain in force under their terms and conditions.
The possible decision to waive the above-mentioned Conditions to Completion shall be made by the Company's Board of Directors.
"Material Adverse Change" means any event, condition, circumstance, development, occurrence, change, effect or fact (any such item referred to as an "Effect") that individually or jointly with other Effects has, results in or would reasonably be expected to have or result in a material adverse effect on the value of the Company's Shares or on the business, assets, financial condition or results of operations of the Company and its material subsidiaries considered as a whole. Such Material Adverse Change is especially an Effect that results in the amount of distributable funds required for the repurchase of the Shares and Stock Options pursuant to the Offer no longer being fully available for the Company or which would cause a material risk thereto. However, Material Adverse Change does not include:
i. Any Effect in political, financial, industrial, economic or regulatory conditions generally, as long as such an Effect does not affect the ability of the Company to consummate in a timely manner the transactions contemplated in the Offer Document that will be published later; or
ii. Possible Effects caused by such actions that the Company has undertaken voluntarily through its own initiative.
The Company reserves the right to waive, to the extent permitted by law, any Condition to Completion that has not been fulfilled before the announcement of the final result of the Offer. A satisfaction or a waiver of the Conditions to Completion will be announced through a stock exchange release.
No Obligation to Raise or Compensate
The provisions on the obligation to raise and the obligation to compensate referred to in Chapter 11, Section 25, of the Finnish Securities Markets Act would not, pursuant to chapter 11, section 4, of the Finnish Securities Markets Act, be applicable to the Offer.
Acceptance Procedure of the Offer
In connection with the acceptance of the Offer, shareholders or holders of Stock Options shall announce the number of the Shares and/or Stock Options that the acceptance concerns and the book-entry account for such Shares and/or Stock Options. The accepted number shall be announced separately for Shares and Stock Options and for each book-entry account. Alternatively shareholders and/or holders of Stock Options may accept the offers in respect of all the Shares and Stock Options on a specified book-entry account. The acceptances relating to the same book-entry account are combined separately for Shares and Stock Options. Shareholders and holders of Stock Options of the Company giving an acceptance are required to have a cash account in a financial institution operating in Finland or abroad. With regard to those shareholders and holders of Stock Options whose ownership is nominee registered, the account referred to in the acceptance form must correspondingly be in a financial institution operating either in Finland or abroad.
In the event a shareholder and/or holder of Stock Options has accepted the Offer for all the Shares and/or Stock Options owned by him per book-entry account and new Shares and/or Stock Options are entered on such book-entry account after the acceptance, during the Offer Period or extended Offer Period and/or during the Subsequent Offer Period defined in section "Terms and conditions of the Offer - Offer Period" above, the shareholder and/or holder of Stock Options must contact the branch office where the original acceptance was given in order to define possible acceptance of the Offer for such new Shares and/or Stock Options in connection to each change in the amount of new Shares and/or Stock Options. If a shareholder or a holder of Stock Options does not determine the acceptance of the Offer with regard to such new Shares and/or Stock Options, the acceptance covers the number of Shares and/or Stock Options that were on the book-entry account when the initial acceptance was given.
Also in a situation, in which a shareholder and/or a holder of Stock Options has accepted the Offer for some of the Shares and/or Stock Options owned by him per book-entry account and new Shares and/or Stock Options are entered on such book-entry account after such acceptance, the shareholder and/or a holder of Stock Options shall determine the possible additional acceptance of the Offer for the number of Shares and/or Stock Options he wishes as described above. Otherwise the acceptance covers only the Shares and/or Stock Options that have been accepted earlier.
Shareholders and holders of Stock Options may only accept the Offer unconditionally. An acceptance given during the Offer Period shall remain valid also until the end of the possible extended Offer Period or the discontinued extended Offer Period. An acceptance given during the Subsequent Offer Period will remain valid until the expiration of the Subsequent Offer Period.
Most of the Finnish book-entry account operators will send a notification of the Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders and/or holders of Stock Options in the shareholders' register of the Company maintained by Euroclear Finland Ltd. Shareholders and/or holders of Stock Options who do not receive such notification from their account operator or asset manager can contact any branch office of the cooperative banks belonging to the OP-Pohjola Group or Helsinki OP Bank Plc where such shareholders shall receive the necessary information and can give their acceptance.
A shareholder and/or holder of Stock Options in the Company whose Shares and/or Stock Options are registered in the name of a nominee and who wishes to accept the Offer shall give such acceptance in accordance with the nominee's instructions.
Pledged Shares and/or Stock Options may only be tendered with the consent of the relevant pledgee. The relevant shareholder and/or holder of Stock Options in the Company shall be responsible for obtaining such con-sent. The consent by the pledgee shall be delivered in writing to the account operator or the nominee.
Book-entry account operators, asset managers, nominees or any other persons that may come to question may charge a fee for the release of any pledges or for other possible measures to remove restrictions preventing a sale of the relevant Shares or Stock Options according to their price lists.
Shareholders in the Company who are registered as shareholders in the shareholders' register of the Company and/or holders of Stock Options who wish to accept the Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder's book-entry account in accordance with its instructions and within the time limit set by the account operator or, in case such account operator does not accept acceptance forms (e.g. Euroclear), such shareholder shall contact any branch office of the cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc to give his acceptance to tender the Shares and/or Stock Options. The acceptance form shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of the relevant account operator or the nominee. In the event of a Subsequent Offer Period, the acceptance form shall be submitted so that it is received during the Subsequent Offer Period, however, always in accordance with the instructions of the relevant account operator or the nominee.
The method of delivery of acceptance forms is at the option and risk of the shareholder and/or the holder of the Stock Options, and the delivery will be deemed made only when actually received by such account operator, the nominee or cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc. The Company re-serves the right to reject any acceptance given in an incorrect or incomplete manner.
By accepting the Offer, the shareholders and/or holders of the Stock Options of the Company authorize Pohjola Pankki Plc ("Pohjola Pankki") or a party authorized by Pohjola Pankki or the account operator managing the shareholder's book-entry account or the nominee to enter a transfer restriction or a sales reservation on the shareholder's book-entry account after the shareholder and/or holder of Stock Options has delivered their acceptance of the Offer. The transfer restriction or sales reservation applies to the number of Shares and/or Stock options on the shareholder's book-entry account for which the shareholder and/or holder of the Stock Options has accepted the Offer. In addition, the shareholders and/or holders of the Stock Options who have accepted the Offer authorize Pohjola Pankki or a party authorized by Pohjola Pankki or the account operator managing his book-entry account or nominee to perform other necessary entries and to take all other actions required to technically execute the Offer, to contact the account operator of such shareholder and/or holder of Stock Options to verify the holding of the Shares and/or Stock Options, and to sell to the Company all the Shares and/or Stock Options held by such shareholder and/or holder of the Stock Options at the time of the execution trades carried out under the Offer that are validly tendered in accordance with the terms and conditions of the Offer.
Shareholders and/or holders of Stock Options that have validly accepted the Offer and have not properly with-drawn their acceptance in accordance with the terms and conditions of the Offer may not sell or otherwise dis-pose of the Shares and/or Stock options for which the Offer has been accepted. A transfer restriction in respect of the Shares and/or Stock Options shall be registered in the relevant book-entry account after the account operator, branch office of the cooperative banks belonging to the OP-Pohjola Group or Helsinki OP Bank Plc or nominee has received the acceptance form. If the Offer is not completed or if the tender is properly withdrawn by the shareholder and/or the holder of Stock Options in accordance with the terms and conditions of the Offer, the transfer restriction registered on the tendered Shares and/or Stock Options in the relevant book-entry ac-count will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Offer will not be completed or the receipt of a notice of withdrawal in accordance with the terms and conditions of the Offer. If the number of Shares and/or Stock Options to be acquired is reduced as provided for later in section "Terms and conditions of the Offer - Exceeding the Maximum Number of Shares in the Offer", the transfer restriction shall be removed from the book-entry account for the reduced amounts on or around the execution date of the transactions. The timetables of the sale are described in more detail in section "Terms and conditions of the Offer - Terms of Payment and Settlement of Shares and Stock Options" below.
Withdrawal Rights
In accordance with Chapter 11, Section 16, subsection 1, of the Finnish Securities Market Act, the Shares and/or Stock Options validly tendered in accordance with the terms and conditions of the Offer may be withdrawn at any time during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, until the Company has announced that all the Conditions to Completion have been fulfilled or waived by the Company, thereby declaring the Offer unconditional. After such announcement, the Shares and/or Stock Op-tions already tendered may no longer be withdrawn.
Proper withdrawal of the Shares and/or Stock Options validly tendered requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form concerning such Shares and/or Stock Options was submitted. In case the acceptance form concerning Shares and/or Stock Options was submit-ted to a branch office of the cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc, the notice of withdrawal must be submitted to the same branch office. In the case of holdings that are registered in the name of a nominee, shareholders or holders of Stock Options shall instruct the nominee to submit the notice of withdrawal.
If shareholders or holders of Stock Options withdraw their acceptance of the Offer in accordance with the terms and conditions of the Offer, the transfer restriction registered on the tendered Shares and Stock Options in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Offer.
Withdrawn Shares and/or Stock Options may be re-tendered by following the acceptance procedures described in section "Terms and conditions of the Offer - Acceptance Procedure of the Offer" above at any time prior to the expiry of the Offer Period or, if the Offer Period has been extended, prior to the expiry of such extended Offer Period.
In the event of a Subsequent Offer Period, the acceptance of the Offer shall be binding and cannot be with-drawn, unless otherwise provided under mandatory law.
The account operator managing the relevant book-entry account or the nominee may charge a fee for withdrawals in accordance with its price lists. If the acceptance form has been delivered to a branch office of the cooperative bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc, the branch office may charge a fee for withdrawals in accordance with its price lists.
Exceeding the Maximum Number of Shares or Stock Options in the Offer
If the aggregate number of Shares for which the Offer has been accepted exceeds the Maximum Number of Shares, the Offer will be reduced per book-entry account for the shareholders that have accepted the Offer in proportion to the number of Shares tendered by the shareholders so that the total number of Shares repurchased in the Offer does not exceed the Maximum Number of Shares. The accepted number of shares (the "Accepted Number of Shares") shall be rounded down for each book-entry account to the previous whole share.2
If the aggregate number of Stock Options for which the Offer has been accepted exceeds the Maximum Number of Stock Options, the Offer will be reduced per book entry-account for the holders of Stock Options that have accepted the Offer in proportion to the number of Stock Options tendered by the holders of Stock Options so that the total number of Stock Options repurchased in the Offer does not exceed the Maximum Number of Stock Options. The accepted number of Stock Options (the "Accepted Number of Stock Options") shall be rounded down for each book-entry account to the previous whole Stock Option.
The Accepted Number of Shares and the Accepted Number of Stock Options with regard to nominee registered shareholders and holders of Stock Options are calculated for each shareholder or holder of Stock Options separately insofar as the Company receives a reliable account on the division of Offer acceptances between different nominee registered shareholders or holders of Stock Options.
If the Maximum Number of Shares is exceeded during the Subsequent Offer Period, the provisions of this section regarding the reduction of the number of Shares to be repurchased will only apply to the Shares offered during the Subsequent Offer Period with regard to the shareholders that have accepted the Offer during the Sub-sequent Offer Period for each book-entry account in proportion to those Shares for which the shareholders have accepted the Offer during the Subsequent Offer Period in a way whereby the aggregate number of Shares to be repurchased in the Offer does not exceed the Maximum Number of Shares.
If the Maximum Number of Stock Options is exceeded during the Subsequent Offer Period, the provisions of this section regarding the reduction of the number of Stock Options to be repurchased will only apply to the Stock Options offered during the Subsequent Offer Period with regard to the holder of Stock Options that has accepted the Offer during the Subsequent Offer Period for each book-entry account in proportion to those Stock Options for which the holders of Stock Options have accepted the Offer during the Subsequent Offer Period in a way whereby the aggregate number of Stock Options to be repurchased in the Offer does not exceed the Maxi-mum Number of Stock Options.
If the number of Shares and/or Stock Options to be acquired is reduced, the transfer restriction shall be removed from the book-entry account for the reduced amounts on or around the execution date of the transactions. The timetables of the sale are described in more detail in section "Terms and conditions of the Offer - Terms of Payment and Settlement of Shares and Stock Options" below.
Announcing the Result of the Offer
The Company will announce the preliminary result of the Offer on or around the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the expiry of the extended or discontinued Offer Period, and the final result on or around the seventh (7th) Finnish banking day following the expiry of the Offer Period or, if applicable, the expiry of the extended or discontinued Offer Period. The announcement of the final result will confirm (i) the number of the Shares and Stock Options that have been validly tendered and not properly withdrawn and (ii) whether the Offer will be completed.
The Company will announce the initial number of the Shares and Stock Options validly tendered during a possible Subsequent Offer Period on or around the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final number on or around the seventh (7th) Finnish banking day following the expiry of the Subsequent Offer Period.
Terms of Payment and Settlement of Shares and Stock Options
In a situation, in which the Offer does not need to be reduced in accordance with section "Terms and Conditions of the Offer - Exceeding the Maximum Number of Shares or Stock Options in the Offer", the sale and purchase of the Shares and Stock Options validly tendered and not properly withdrawn in accordance with the terms and conditions of the Offer is expected to be executed on the fifth (5th) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period.
In a situation, in which the Offer is being reduced in accordance with section "Terms and Conditions of the Offer - Exceeding the Maximum Number of Shares or Stock Options in the Offer", the sale and purchase of the Shares and Stock Options validly tendered and not properly withdrawn in accordance with the terms and conditions of the Offer is expected to be executed on the tenth (10th) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period.
The sale and purchase of the Shares and Stock Options will take place on NASDAQ OMX Helsinki subject to the rules applicable to securities trading on NASDAQ OMX Helsinki. Otherwise the sale and purchase of the Shares will take place outside of NASDAQ OMX Helsinki.
Settlement is effected on or about the second (2nd) Finnish banking day following the above completion trades (the "Settlement Date"). The Share Offer Price and Stock Option Offer Price shall be paid on the Settlement Date into the bank account connected to the shareholder's and/or holder's of Stock Options book-entry account or, in the case of shareholders or holders of Stock Options whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form.
If the bank account of a tendering shareholder or a holder of Stock Options is with a different banking institution than such holder's book-entry account, the Offer Price of a Share and/or a Stock Option is paid to the shareholder's and/or holder's of Stock Options bank account, or in the case of those shareholders or holders of Stock Options whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form, in accordance with the schedule, rules and potential restrictions of money transactions be-tween banking institutions, so that the payment is on the bank account of the shareholder or the holder of Stock Options, or with regard to a holder whose holdings are registered in the name of a nominee, in the bank account specified in the acceptance form, approximately two (2) Finnish banking days following the Settlement Date, at the latest, if the account is in a financial institution operating in Finland, and in approximately five (5) days following the Settlement Date, at the latest, if the account is in a foreign financial institution. The bank account number shall be in the IBAN format.
In the event of a Subsequent Offer Period, the Company shall in connection with the announcement thereof announce the terms of payment and settlement for the Shares and Stock Options tendered during the Subsequent Offer Period. The sale and purchase of the Shares and Stock Options validly tendered in accordance with the terms and conditions of the Offer during the Subsequent Offer Period shall, however, be executed at least within two (2) weeks intervals.
The Company reserves the right to postpone the payment of the Offer Price of a Share or a Stock Option if payment is prevented or suspended due to a force majeure event. The Company shall effect such payment as soon as possible once the force majeure event preventing or suspending payment is resolved.
Shares Becoming Null and Void
All the Shares and Stock Options transferred in the Offer will become null and void as part of the settlement of the completion trades of the Offer, tentatively on the Settlement Date, so that the Shares and Stock Options will not come to the Company's possession. By accepting the Offer, the shareholder or the holder of Stock Options accepts that all the Shares and Stock Options for which the Offer has validly been accepted will become null and void as part of settling the trades. The Shares and Stock Options will be transferred, when necessary, to a book-entry account and/or a technical issue account determined by the Company or Euroclear for becoming null and void.
Effects of the Offer on the Company's Equity
The profit and retained earnings evidenced by the Company's financial statements dated on July 1, 2015 are used for executing the Offer. As a consequence of the Offer, retained earnings will decrease by a maximum of EUR 595 million. In addition, the costs related to the Offer process, as well as any transfer tax payable on the sale of the Shares and Stock Options, will decrease the Company's result for the current financial period.
Using Stock Options during the Offer
The previously released listing schedule of the shares that have been subscribed for with Stock Options regarding the end of the year 2015 is as follows:
i. The shares that have been subscribed for by August 17, 2015, including this day, were registered in the Finnish Trade Register on September 1, 2015 and listed on September 2, 2015;
ii. The shares that have been subscribed for by October 14, 2015, including this day, are expected to be registered and listed on October 29, 2015; and
iii. The shares that have been subscribed for by November 30, 2015, including this day, are expected to be registered and listed on December 15, 2015.
If a holder of Stock Options has made a notification of exercise of Stock Options for subscribing the Shares of the Company, such holder of Stock Options may not accept the Offer with regard to such Stock Options. The Shares subscribed for with Stock Options shall be registered as usual in accordance with the schedule presented above, after which the Offer may be accepted with regard to the new shares registered in such registration in accordance with its terms, provided that the Offer Period of the Offer or the Subsequent Offer Period is still on-going. Shares that have been subscribed for pursuant to Stock Options shall not be registered continuously. In-stead they shall be registered in tranches at the registration times set as above.
If a holder of Stock Options offers his Stock Options for repurchase by the Company in the Offer, he may not use them for subscription of Shares. If a holder of Stock Options has offered his Stock Options for a repurchase in the Offer and the number of the offered Stock Options is reduced due to exceeding the Maximum Number of Stock Options in accordance with section "Terms and conditions of the Offer - Exceeding the Maximum Number of Shares in the Offer, the notification of exercise of a Stock Option with regard to such non-accepted Stock Options that are not repurchased in the Offer may be made as usual after the completion of the Offer.
Transfer Tax and Other Fees
The Company will pay the Finnish transfer tax, if any, payable on the sale of the Shares and Stock Options. However, the Company shall not be responsible for the possible transfer tax duty of a person who has received Stock Options on the basis of an employment relationship resulting from the disposal of such Stock Options, as provided above in the section "Background to the Offer".
Fees charged by account operators, asset managers, nominees or any other persons that may come to question for registering the release of any pledges or securities or other possible restrictions preventing a sale of the relevant Shares or Stock Options, as well as fees relating to a withdrawal of the tender by a shareholder or a holder of Stock Options in accordance with section "Terms and conditions of the Offer - Withdrawal Rights" above, will be borne by each shareholder and holder of Stock Options. The Company shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Offer, transactions of the Shares and Stock Options tendered under the Offer or the payment of the Share Offer Price and the Stock Option Offer Price, respectively.
Other Issues
The Company reserves the right to amend the terms and conditions of the Offer in accordance with Chapter 11, Section 15, subsection 2 of the Finnish Securities Markets Act.
The Company's Board of Directors is authorized to decide at their discretion on all other issues concerning the Offer, to perform all the measures concerning the Offer within the limits set by applicable law and to make decisions on behalf of the Company in matters where the Company has been left discretion.
The Company's Board of Directors may also decide on such amendments to the terms and conditions of the Offer that are technical in nature or necessary for the completion of the Offer, for example on delaying the commencement of the Offer, if the approval of the Offer Document is delayed.
These terms and conditions have been prepared in the Finnish language and translated into English. In the interpretation of the terms and conditions, the Finnish language version shall prevail.
Limitations on the Offer outside Finland
The Offer is not being made and the Shares and the Stock Options will not be accepted for purchase from or on behalf of any persons, directly or indirectly, in the United States or in any jurisdiction where prohibited by applicable law and this Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever including, without limitation, mail, facsimile transmission, e-mail or telephone. In particular, the Offer is not being made, directly or indirectly, in or into, or by use of the postal service of or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by law. The Offer cannot be accepted by any such use, means or instrumentality of or from within the United States, Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction or any jurisdiction where prohibited by law.
Each person accepting the Offer will in connection with such acceptance be deemed to have represented and warranted to the Company that it is not accepting the Offer from within the United States or any other jurisdiction where doing so would constitute a violation of the laws of such jurisdiction and that it has not received or submitted the acceptance forms, the Offer Document or any other documents relating to the Offer from within the United States or any such other jurisdiction, or by the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by fax, copy, telephone or internet) of the United States.
1 According to the stock exchange release published by the Company on August 24, 2015 and the decision of the Extraordinary General Meeting on September 14, 2015, the Offer concerns a maximum of 124,747,351 Shares in the Company and in addition a maximum of 252,648 Stock Options, provided that the aggregate consideration paid for the Shares may be no more than EUR 593,797,392.67 and for the Stock Options no more than EUR 1,202,607.33. As the Offer price for the Shares has been determined based on the period between September 15, and September 21, 2015, the Maximum Number of the Shares has been adjusted in this Offer Document based on the Share Offer Price of EUR 5.06 for a Share and the maximum total consideration of EUR 593,797,392.67 payable for the Shares so that the Offer concerns a maximum of 117,351,263 Shares in the Company and in addition a maximum of 252,648 Stock Options. The Maximum Number of Stock Options has been determined based on the maximum number of Stock Options to be repurchased pursuant to the resolution of the general meeting.
2 According to the stock exchange release published by the Company on August 24, 2015 and the decision of the Extraordinary General Meeting on September 14, 2015, the Offer concerns a maximum of 124,747,351 Shares in the Company and in addition a maximum of 252,648 Stock Options, provided that in the Offer the aggregate consideration paid for the Shares may be no more than EUR 593,797,392.67 and for the Stock Options no more than EUR 1,202,607.33. As the Offer Price for the Shares has been determined based on the period between September 15, 2015 and September 21, 2015, the Maximum Number of the Shares and Stock Options has been calculated in this Offer Document based on the Share Offer Price of EUR 5.06 for a Share and the maximum total consideration of EUR 593,797,392.67 payable for the Shares so that the Offer concerns a maximum of 117,351,263 Shares in the Company and in addition a maximum of 252,648 Stock Options. The Maximum Number of Stock Options has been determined based on the maximum number of Stock Options to be repurchased pursuant to the resolution of the general meeting. In accordance with the calculation model presented in the stock exchange release and the proposal of the Board of Directors dated August 24, 2015, section "Terms and conditions of the Offer - Exceeding the Maximum Number of Shares or Stock Options in the Offer" of the terms and conditions of the Offer has been defined in comparison to the decision of the general meeting by removing the references to exceeding the Maximum Consideration in the Offer.
