STOCK EXCHANGE RELEASE ATRIA GROUP PLC BEGINS A SHARE OFFERING On the basis of an authorisation given by the company's Annual General Meeting on 3 May 2007, Atria Group Plc's ('Atria') Board of Directors has today, on 18 May, 2007, decided to start marketing of the offering to investors ('Offering'). In the Offering, a maximum total of 4 500 000 Shares will be offered, in deviation from the shareholders' pre-emptive subscription right, to Finnish and international institutional investors ('Institutional Offering') and to Finnish private persons and corporations ('Retail Offering'). Preliminarily, a total of 4 000 000 Shares will be offered in the Institutional Offering and 500 000 Shares in the Retail Offering. During the last few years, Atria has focused on improving the efficiency of its industrial structure by concentrating its production and by making investments that aim at the improvement of productivity. Atria has simultaneously continued its geographical expansion in the Baltic Sea region. The latest acquisition took place in the spring of 2007 when it acquired the stock of the Swedish company AB Sardus. In addition, Atria has lately strengthened its grip on Russia's growing market. Atria is the market leader in modern retail trade in the St.Petersburg area and is expanding its sales activities through its present customers to the Moscow region and other large cities, where opportunities to acquire business operations are also considered. Atria has announced that it will concentrate its Russian production in the Sinyavino plant and Gorelove plant under construction in the Gorelovo region of Leningrad Oblast (in the immediate vicinity of St. Petersburg). In Gorelovo, the construction work for the new production plant and logistics centre has been started and it is expected that they will be completed by the end of 2008. The total value of the Gorelovo investment is approximately EUR 70 million, in addition to which approximately EUR 10 million will be invested to improve the productivity of the Sinyavino production plant during 2006 - 2007. According to Atria estimates, these investments will nearly double the company's production and delivery capacity in Russia. The Offering is intended to raise approximately EUR 100 million in shareholders' equity. The purpose of the Offering is to strengthen Atria's capital structure to finance ongoing and possibly upcoming acquisitions and investments, as well as to expand the shareholder base and that way improve the liquidity of the Company's shares. The company will use the proceeds from the Offering primarily for the strengthening of the capital and financial structure by reducing short-term interest-bearing liabilities related to acquisitions and investments already made and for the financing of potential new acquisitions and investments. As a result of the Offering, Atria's share capital may increase by a maximum of EUR 7 650 000 and the corresponding number of Atria's series A shares by 4 500 000 shares. Provided that the Shares subject to the Offering are subscribed fully, the Shares to be issued in the Offering will represent no more than about 32,4 per cent of Atria's series A shares and of the associated votes, and about 19,5 per cent of all shares in Atria and 4,2 per cent of the aggregate number of votes after the Offering. Calculated after the Offering, the shares issued in the Offering represent about 24,5 per cent of Atria's series A shares and of the associated votes, and about 16,3 per cent of all shares in Atria and 4,1 per cent of the aggregate number of votes. The company will authorise Nordea Bank Finland Plc ('Nordea' or the 'Manager'), to increase the number of Shares to be offered by a maximum of 675 000 Shares ('Over-Allotment Option'). If Nordea uses its Over-Allotment Option in full, the Company's share capital will increase by EUR 8 797 500, at the maximum. The Offering will be carried out as a book building procedure in which the subscription price for a Share will be determined based on subscription commitments placed by institutional investors to the Manager and on the trading price of the Company's series A share. The issue price of the Shares will be the same in the Retail Offering and in the Institutional Offering, however, in the Retail Offering not higher than EUR 24 per Share. The subscription period for the Shares will commence in the Retail Offering on 21 May 2007 at 9.30 a.m. (Finnish time) and expire on or about 29 May at 5.00 p.m. (Finnish time) and the subscription period for the Shares will commence in the Institutional Offering on or about 21 May at 9.00 p.m. (Finnish time) and expire on or about 30 May at 2:00 pm (Finnish time). Atria is entitled to interrupt the Offering in case of excessive demand at the earliest on 28 May 2007 at 5:00 p.m. (Finnish time). The Institutional Offering and the Retail Offering can be interrupted independently of each other. The company's Board of Directors shall decide on the implementation of the Offering, the numbers of Shares to be offered, the final subscription price for the Shares, as well as other terms and conditions, matters and practical issues after the subscription period for the Institutional Offering has expired, on or about 30 May 2007, after trading. The decisions of the Board of Directors will be announced by way of a stock exchange release before the trading begins on the next banking day, at the latest. The current major owners of the company, Itikka osuuskunta and Lihakunta (each, a 'Co-operative', together 'Co-operatives') have both separately undertaken to subscribe for approximately EUR 20 million worth of Shares each, totalling approximately EUR 40 million. The Co-operatives have given their subscription undertakings on the condition that the Company allocates to the Co-operatives the subscription right to the Shares covered by the subscription undertakings. The subscription price of the Shares and thus, the amount of the Shares to be subscribed for by the Co-operatives will be determined based on the pricing of the Institutional Offering. The Finnish Financial Supervision Authority has approved the Finnish-language version of the Offering Circular on 18 May, 2007 and the Finnish Offering Circular will be available at the service centre of the Helsinki Stock Exchange, OMX Way, at Fabianinkatu 14, FI-00130 Helsinki, Finland and the subscription places of the Offering 21 May 2007. The Finnish Offering Circular is also available on the Company's website at www.atria.fi/sijoita and on the Manager's website at www.nordea.fi/sijoita on 21 May 2007. The company's series A shares are subject to public trading on the Helsinki Stock Exchange with a trading symbol of ATRAV. The company will apply for the listing of the Shares issued in the Offering on the official list of the Helsinki Stock Exchange and the trading of 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 Shares subscribed for in the Retail Offering and on or about 5 June 2007 for Shares subscribed for in the Institutional Offering. Nordea will act as the Global Coordinator and Sole Bookrunner of the Institutional Offering and the Retail Offering. 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 ANNEX: TERMS AND CONDITIONS OF THE OFFERING General Description of the Offering In the Offering, up to 4 500 000 new series A shares in the Company ('Shares') are being offered for subscription in deviation from the shareholders' pre-emptive subscription right to institutional investors in Finland and internationally (the 'Institutional Offering') as well as to private persons and corporations in Finland (the 'Retail Offering'). As a result of the Offering, the Company's share capital may increase by a maximum of EUR 7 650 000 and the corresponding number of the Company's series A shares by 4 500 000 shares. Provided that the Shares subject to the Offering are subscribed for in full, the Shares to be issued in the Offering will represent, at the maximum, about 32.4 per cent of the Company's series A shares and of the associated votes, and about 19.5 per cent of all shares in the Company and 4.2 per cent of the aggregate number of votes before the Offering. Calculated after the Offering, the shares issued in the Offering represent about 24.5 per cent of the Company's series A shares and of the associated votes, and about 16.3 per cent of all shares in the Company and 4.1 per cent of the aggregate number of votes. If the Manager uses its Over-Allotment Option in full, the Company's share capital will increase by EUR 8 797 500. For further information, see '- Over-Allotment Option' below. In these terms and conditions, the Offering refers to the marketing stage of the Offering. The actual Offering in accordance with the Companies Act will be arranged after the marketing stage of the Offering, when the Company makes the decision on arranging the Offering and increasing the share capital with regard to both the Retail Offering and the Institutional Offering. Purpose of the Offering The Offering is intended to raise approximately EUR 100 million in shareholders' equity. The purpose of the Offering is to strengthen the Company's capital structure to finance ongoing and possibly upcoming acquisitions and investments, as well as to expand the shareholder base and so improve the liquidity of the Company's shares. Thus, from the Company's perspective, there is a weighty reason for the deviation from the shareholders' pre-emptive subscription right. The Company will use the proceeds from the Offering primarily for the strengthening of the capital and financial structure by reducing short-term interest-bearing liabilities related to acquisitions and investments already made and for the financing of potential new acquisitions and investments. The Co-operatives' Subscription Undertakings The Co-operatives have both separately on some preconditions committed to subscribe for approximately EUR 20 million worth of Shares, totaling approximately EUR 40 million. The Subscription Undertakings of the Co-operatives are conditional upon, inter alia, the Co-operatives getting to subscribe for Shares corresponding to the amount in the Subscription Undertakings. See 'Subscription Price and Pricing' below. Decisions regarding the Offering On the basis of an authorisation given by the Company's Annual General Meeting of Shareholders on 3 May 2007, the Company's Board of Directors has decided to start marketing the Offering to investors. The Company's Board of Directors shall decide on the carrying out of the Offering, the numbers of Shares to be offered, the subscription price for the Shares, as well as other terms and conditions, matters and practical issues after the subscription period for the Institutional Offering has expired after close of trading, on or about 30 May 2007. Manager Nordea Bank Finland plc ('Nordea' or the 'Manager') serves as the global co-ordinator of the Offering, the sole bookrunner of the Institutional Offering and the Retail Offering. Over-Allotment Option The Company will authorise the Manager to increase the number of Shares to be offered in a situation of oversubscription for the sole purpose of covering the oversubscription by a maximum of 675 000 Shares provided that the Manager exercises this right within thirty (30) days after the Pricing. The Over-Allotment Option corresponds to approximately 3.7 per cent of the Company's series A shares and associated votes, and approximately 2.4 per cent of all shares in the Company and 0.7 per cent of the total number of votes after the Offering. Subscription Period The subscription period for the Institutional Offering will commence on 21 May 2007 at 9:00 a.m. (Finnish time) and end at the latest on 30 May 2007 at 2:00 p.m. (Finnish time). The subscription period for the Retail Offering will commence on 21 May 2007 at 9:30 a.m. (Finnish time) and end at the latest on 29 May 2007 at 5:00 p.m. (Finnish time). The Company is entitled to discontinue the Institutional Offering and the Retail Offering in case of oversubscription at the earliest on 28 May 2007 at 5:00 p.m. (Finnish time). The Institutional Offering and the Retail Offering may be discontinued independently of each other. Subscription Price and Pricing The Institutional Offering will be carried out by way of a book-building process. This is generally used when offering shares to institutional investors. The subscription price for the Shares will be determined based on subscription commitments from institutional investors received by the Manager and the trading price of the Company's series A shares. The Pricing will be decided after the close of trading following the expiry of the subscription period for the Institutional Offering on or about 30 May 2007 and the subscription price will be published by way of a stock exchange release the next trading day before the trading begins. Investors participating in the Institutional Offering can set in their subscription commitment a maximum price that they are willing to pay for the Share. The subscription price of the Shares is the same in the Retail Offering and in the Institutional Offering, however, in the Retail Offering not higher than EUR 24 per Share. Binding Subscription Commitment The subscriptions of Shares are based on subscription commitments received during the subscription periods referred to above. A subscription commitment given in the Retail Offering is binding and cannot be amended. In the Institutional Offering, a subscription commitment can be amended during the subscription period for the Institutional Offering. However, subscription commitments will become subscriptions of shares binding on the committed party once the subscription period for the Institutional Offering expires and cannot be amended subsequently. Withdrawal Right under the Securities Markets Act Should the Offering Circular associated with the Offering be supplemented in accordance with the Securities Markets Act after the Financial Supervision Authority has approved the Offering Circular and before trading in the Shares commences, investors who have given their subscription commitments before the Offering Circular was supplemented may withdaw their subscription commitments in accordance with the Securities Markets Act within two (2) banking days after the publication of the supplement unless the deadline is extended by the Financial Supervision Authority for a specific reason, however not later than four (4) banking days after publication of the supplement. Procedure to Withdraw a Subscription Commitment The withdrawal of a subscription commitment must be provided, within the deadline set for withdrawal, in writing to the subscription location in which the original subscription commitment was given. A subscription commitment cannot be withdrawn or amended in the Nordea online bank; this must be done in other subscription locations within Nordea. Any withdrawal of a subscription commitment applies to the subscription commitment in full. There will be no further right of withdrawal once the right of withdrawal has expired. If a subscription commitment is withdrawn, the subscription location will refund the amount paid for the Shares to the bank account specified in the subscription commitment. The refund will be made as soon as possible after withdrawal, approximately within three (3) banking days of a notice of withdrawal being given to a subscription location. If the investor's bank account is with a financial institution different from the subscription location, the funds will be refunded into a Finnish bank account in accordance with the schedule of the payment transactions between financial institutions, by estimation at the latest two (2) banking days later. No interest shall be paid on the refunded amounts. Registration of Shares on the Book-entry Accounts and Trading with the Shares Anyone submitting a subscription commitment must have a book-entry account with a Finnish account operator or one operating in Finland, and must specify his book-entry account number in the subscription commitment. The Shares allocated in the Retail Offering will be recorded on the book-entry accounts of investors on the second banking day after Pricing, on or about 1 June 2007, at which time the Shares allocated in the Retail Offering will also be subject to public trading. For further information, see 'Special Terms and Conditions of the Retail Offering - Payment of the Shares'. The Shares allocated in the Institutional Offering will be recorded on the book-entry accounts of investors on the fourth banking day after Pricing, on or about 5 June 2007. For further information, see 'Special Terms and Conditions of the Institutional Offering - Payment of the Shares'. Ownership and Shareholder Rights The Shares entitle the holder to dividends and other distributions of assets and provide other shareholder rights once the Shares have been registered in the Finnish Trade Register and recorded on the investor's book-entry account, for the Retail Offering on or about 1 June 2007 and for the Institutional Offering on or about 5 June 2007. Transfer Tax and Transaction Fees No transfer tax is payable on share subscriptions. Each account operator charges a fee from the investor in accordance with its service tariff for maintaining a book-entry account or holding the Shares in custody. Other Matters The Board of Directors of the Company will resolve on other matters and practicalities relating to the Offering. Applicable Law The Offering is governed by Finnish law, and any associated disputes shall be resolved in a court with competent jurisdiction in Finland. SPECIAL TERMS AND CONDITIONS OF THE INSTITUTIONAL OFFERING Terms and Conditions applicable to the Institutional Offering In the Institutional Offering, a preliminary number of 4 000 000 Shares will be offered to institutional investors in Finland and internationally on the terms and conditions specified herein. The number of Shares to be offered may be greater or fewer than the number presented here. Depending on the demand, the Company and the Manager are allowed to reallocate the offered Shares between the Institutional Offering and the Retail Offering. The Institutional Offering consists of an offering of Shares outside the United States to institutional investors in reliance on Regulation S issued by virtue of the U.S. Securities Act of 1933. The Manager of the Offering has the right to reject a subscription commitment either partially or wholly, if it has not been made pursuant to these terms and conditions. Right to Participate Investors making a subscription commitment for a minimum of 5 000 Shares are allowed to participate in the Institutional Offering. Subscription Locations Subscription commitments from institutional investors shall be submitted to the Manager. Payment of the Shares Institutional investors must pay for their accepted subscription commitments in accordance with instructions given by the Manager, on or about the third banking day after Pricing, i.e. on 4 June 2007. The Manager has the right, corresponding to the duty of care of a securities intermediary, where necessary, upon receipt of a subscription commitment or before approval thereof, to request the subscriber to give an account of its capacity to pay for the Shares corresponding to the subscription commitment or to require an amount corresponding to the subscription commitment to be paid in advance. The Manager reserves the right to hold the release of the Shares corresponding to the subscription commitment to the investor's book-entry account until the investor has made the payment for his accepted subscription commitment to the Manager. Acceptance of Subscription Commitments The Company shall decide on the acceptance of subscription commitments after Pricing. A notice of confirmation concerning subscription commitments that have been accepted in the Institutional Offering will be submitted as soon as practically possible after the allocation of Shares. Oversubscription and Undersubscription The Company and the Manager shall decide on the procedure in case of a possible oversubscription on the basis of the Manager's proposal. Subscription commitments may be accepted partially or wholly or they may be rejected. The Company and the Manager shall decide on the allocation of Shares that remain unsubscribed in case of undersubscription. SPECIAL TERMS AND CONDITIONS OF THE RETAIL OFFERING Terms and Conditions applicable to the Retail Offering At least 500 000 Shares are being offered for subscription to private persons and corporations in the Retail Offering. In case of a possible undersubscription, the Company may decide on the allocation of unsubscribed Shares in the Retail Offering to institutional investors in accordance with the Manager's proposal. Right to Participate, Minimum and Maximum Commitment The Retail Offering is open for investors having their permanent address or domicile within the European Economic Area (EEA) or in Switzerland who give their subscription commitment in Finland. A subscription commitment in the Retail Offering must cover a minimum of 100 and a maximum of 5 000 Shares. Commitments given by the same investor in one or several subscription locations shall be combined into one subscription commitment to which the aforementioned maximum number is applied. Subscription Price The subscription price of the Shares is the same in the Retail Offering and in the Institutional Offering, however, in the Retail Offering not higher than EUR 24 per Share. The subscription price for the Shares will be announced by way of a stock exchange release at the latest, on or about 31 May 2007 before the trading begins. Subscription Locations and giving a Subscription Commitment The subscription locations for the Retail Offering include: - Branches of Nordea Bank Finland plc within their office hours, - Nordea Private Banking units, - Nordea Customer Service by telephone with bank identifiers from Monday to Friday from 8:00 a.m. to 8:00 p.m. (Finnish time) in Finnish on +358 200 3000 (local network charge/mobile phone charge) and in Swedish on +358 200 5000 (local network charge/mobile phone charge), and - the Nordea online bank with bank identifiers at www.nordea.fi. Giving a subscription commitment by telephone or through the Nordea online bank requires a valid online banking agreement with Nordea. Corporations cannot give subscription commitments by telephone through Nordea Customer Service or through the Nordea online bank. The Customer Service calls are recorded. A subscription commitment is considered given when the investor has submitted a signed subscription commitment form to a subscription location in accordance with instructions from the subscription location or has confirmed his subscription commitment with his bank identifiers and has paid for the subscription commitment in question. When giving a subscription commitment, any detailed instructions provided by the subscription location shall be taken into account. A subscription location is entitled to reject a subscription commitment in full or in part if it is not in accordance with these terms and conditions or is otherwise defective. A subscription commitment given in the Retail Offering is binding and cannot be amended. It can only be withdrawn under the circumstances and in the manner specified above under 'Terms and Conditions of the Offering - Procedure to Withdraw a Subscription Commitment'. Payment of the Shares The Shares are paid for at the time of giving the subscription commitment through a subscription reservation fee corresponding to the maximum amount payable for the Shares in the Retail Offering, that is EUR 24 per Share multiplied by the number of shares covered by the subscription commitment. In case of a subscription commitment made at a Nordea branch, the fee will be charged directly from the investor's bank account with Nordea. The debit transaction corresponding to a subscription commitment made through Nordea Customer Service or the Nordea online bank will be carried out when the investor confirms the subscription commitment with his bank identifiers. Payment can alternatively be made in cash at a Nordea branch. The Manager has the right to reject a subscription commitment either partially or wholly, if it has not been paid according to these terms and conditions or the more detailed instructions given by the subscription location. Refunding the Subscription Reservation Fee If the subscription price for the Shares in the Retail Offering to be decided in the Pricing is lower than EUR 24 per Share or if the subscription commitment is rejected or not accepted fully, the subscription reservation fee or the corresponding part of it shall be paid to the Finnish bank account specified by the party submitting the subscription commitment on or about 4 June 2007. If the investor's bank account is with a financial institution different from the subscription location, the funds will be refunded into a Finnish bank account in accordance with the schedule of the payment transactions between financial institutions, by estimation at the latest two (2) banking days later. No interest shall be paid on any refunded amounts. If subscription commitments given by the same investor have been combined, any refund will be paid to one bank account only. Acceptance of Subscription Commitments and Allocation of Shares The Company shall decide on the procedure in case of possible oversubscription on the basis of the Manager's proposal. Subscription commitments may be accepted partially or wholly or they may be rejected. The Company aims to accept the subscription commitments in their entirety up to 100 Shares and to allocate any Shares exceeding this number in proportion to the numbers of uncovered subscription commitments. The final allocation basis for the Shares will be announced by way of a stock exchange release at the latest the next banking day following the Pricing before the trading begins, on or about 31 May 2007, and it will be available at the subscription locations in the Offering and on the Internet at www.atria.fi. A confirmation letter concerning the acceptance of subscription commitments and the allocation of Shares will be sent to all investors who have participated in the Retail Offering on or about 4 June 2007. 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.
Stock exchange releases | 18.5.2007