Nurminen Logistics Plc Stock Exchange Release 18 July 2017, at 14:00 P.M Finnish time
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Hong Kong, Japan, South Africa or any other country where such publication or distribution would violate applicable regulation or would require any measure to be undertaken, in addition to the requirements under Finnish law.
Nurminen Logistics has completed the issuance of EUR 1.5 million convertible hybrid bond to ILMARINEN
Nurminen Logistics Plc (“Nurminen Logistics”, the “Company”) announced on 26 June 2017 on the capital arrangement, which consists of the rights offering of a maximum of 29,229,764 new shares pursuant to the pre-emptive subscription rights of current shareholders (the “Rights Offering”) and on the equity convertible hybrid bond (the “Convertible Hybrid Bond”) between the Company and Ilmarinen Mutual Pension Insurance Company (“Ilmarinen”).
The completion of the Convertible Hybrid Bond was conditional to the authorization granted by the Company’s Extraordinary General Meeting of Shareholders to the Board of Directors to resolve on share issues and issuance of special rights entitling to shares. The Company announced on 17 July 2017 through a separate stock exchange release on the decision of the Extraordinary General Meeting of Shareholders authorizing the Board of Directors of the Company to resolve on the share issues and on the issuance of special rights entitling to shares corresponding to a maximum of 5,330,000 new shares in the Company.
The Board of Directors of Nurminen Logistics completed the issuance of a EUR 1.5 million Convertible Hybrid Bond to Ilmarinen pursuant to the authorization granted by the Company’s Extraordinary General Meeting of Shareholders on 17 July 2017. Ilmarinen subscribed for the Convertible Hybrid Bond in full by setting off the Company’s payment obligations to Ilmarinen pertaining to repurchase of certain real estate properties. The Convertible Hybrid Bond may be converted to a maximum of 5,330,000 shares in the Company in accordance with the terms and conditions of the Convertible Hybrid Bond. The Convertible Hybrid Bond bears a fixed interest rate of 4.00 per cent per annum until 31 December 2020, and thereafter, the fixed interest rate of 8.00 per cent per annum, unless otherwise provided in its terms and conditions. The Convertible Hybrid Bond has no maturity date, but the Company is entitled to redeem it at any time in accordance with its terms and conditions. The purpose of the Convertible Hybrid Bond is to strengthen the balance sheet of the Company and to relieve the debt structure of the Company. The terms and conditions of the Convertible Hybrid Bond will be available at the Company’s webpage.
A hybrid bond is an instrument, which is subordinated to the Company’s other debt obligations and which is treated as equity in the IFRS financial statements.
Pursuant to the terms and conditions of the Rights Offering announced by the Company on 26 June 2017, the share issue is, inter alia, subject to the completion of the Convertible Hybrid Bond. As described above, the Company and Ilmarinen have completed the Convertible Hybrid Bond and Ilmarinen has subscribed for it in full. Therefore, this condition to the completion of the Rights Offering has been satisfied.
According to the preliminary time schedule, Nurminen Logistics will announce the preliminary result of the Rights Offering on or about 24 July 2017.
Nurminen Logistics Plc
Board of Directors
Further information, please contact:
Olli Pohjanvirta, Chairman of the Board of Directors, tel. +358 40 900 6977
Marko Tuunainen, President and CEO, tel. +358 10 545 7011
Nasdaq Helsinki Ltd
Nurminen Logistics is a listed company established in 1886 that offers logistics services. The company provides high-quality forwarding, cargo handling and value added services as well as railway transports and related to it project transport services to its customers. The main market areas of Nurminen Logistics are Finland, Russia and its neighbouring countries.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa or any other country where such publication or distribution would violate applicable regulation or would require any measure to be undertaken, in addition to the requirements under Finnish law. The issue, exercise or sales of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or a 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 from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States. There is no intention to offer securities in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This announcement and the offer when made are only addressed to and directed at persons who (1) are outside the United Kingdom, (2) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000, Order 2005 as amended (the “Order”) or are persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies, unincorporated associations, etc.”) or (3) to persons to whom an invitation or inducement within the meaning of section 21 of the Financial Services and Markets Act 2000 may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The information set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.