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NEW SERIES A SHARES REGISTERED; APPROVAL OF CONVERSION AND SUBSCRIPTIONS OF REMAINING SERIES A SHARES AND ALL SERIES B SHARES MADE IN THE STOCKMANN PLC SHARE ISSUE
STOCKMANN plc
Company Announcement
26.6.2008 at 13.00
This announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Canada, South
Africa, Australia, Japan or any other jurisdiction in which the same would
be unlawful. This announcement is not an offer of securities in the United
States, Canada, South Africa, Australia, Japan or any other jurisdiction
in which the same would be unlawful. Securities may not be sold in the
United States absent registration with the United States Securities and
Exchange Commission or an exemption from registration under the U.S.
Securities Act of 1933, as amended. Stockmann plc has not registered, and
does not intend to register any part of the offering in the United States
or to conduct a public offering of securities in the United States.
NEW SERIES A SHARES REGISTERED; APPROVAL OF CONVERSION AND SUBSCRIPTIONS
OF REMAINING SERIES A SHARES AND ALL SERIES B SHARES MADE IN THE STOCKMANN
PLC SHARE ISSUE
A total of 438,618 new series A shares of Stockmann plc (the “Company”)
have today on 26 June 2008 been entered in the Finnish Trade Register
following the approval by the Company’s Board of Directors on 25 June 2008
of subscriptions relating to such 438,618 series A shares made in the
Company’s directed issue of 5,609,360 new ordinary shares (the “Directed
Issue”). The corresponding increase in the Company’s share capital is EUR
877,236. The new 438,618 series A shares have been listed on the OMX
Nordic Exchange Helsinki today, 26 June 2008.
The Company has also announced today the increase of its share capital
based on the exercise of the Company’s share options by EUR 728 relating
to 364 new series B shares. As a result of these increases, the Company’s
share capital now totals EUR 113,065,188 consisting of 56,532,594 shares
of which a total of 25,002,861 are series A shares and a total of
31,529,733 are series B shares.
The Company’s Board of Directors has today, 26 June 2008 approved
conversion of the above mentioned 438,618 series A shares into series B
shares. In addition, the Company’s Board of Directors has approved
subscriptions made in the Directed Issue relating to 2,017,806 series A
shares and 3,152,936 series B shares. All 5,609,360 shares offered in the
Directed Issue were subscribed for.
All of the new series A shares and series B shares, including the 438,618
series B shares converted from series A shares, are expected to be
registered with the Finnish Trade Register, entered into the book-entry
accounts of investors and listed on the OMX Nordic Exchange Helsinki on or
about 27 June 2008.
For further enquiries, please contact:
Stockmann plc:
Hannu Penttilä – Chief Executive Officer +358 9 121 5801
Pekka Vähähyyppä – Chief Financial Officer +358 9 121 3351
Deutsche Bank AG, London Branch:
Edward Law +44 (0) 207 545 8000
Jonathan Miller
SEB Enskilda:
David Glasspool +44 (0) 207 246 4066
Mika Laukia +358 (0) 50 561 1518
Notes to Editors:
Stockmann is a Finnish fast expanding listed company engaged in the retail
trade. The company was established in 1862 and currently has 16,370
employees. Stockmann is one of the fastest growing retail companies in the
Nordic region with an unparallel position in the rapidly expanding Russia
and Baltics.
Stockmann’s four divisions are the Department Store Division, the fashion
store chains Lindex and Seppälä and Hobby Hall, which is specialized in
distance retail. Stockmann operates in Finland, Sweden, Norway, Russia,
Estonia, Latvia, Lithuania and Czech Republic.
Important Notice:
This announcement is for information only and does not constitute an offer
or invitation to underwrite, subscribe for or otherwise acquire or dispose
of any securities or investment advice in any jurisdiction. No money,
securities or other consideration from any person is being solicited by
this announcement and if sent in response to the information contained in
this announcement, will not be accepted. Prospective investors should
consult their own legal, financial and tax advisors as to legal, financial
and tax matters.
This announcement is not for release, publication or distribution,
directly or indirectly, in or into the United States, Canada, South
Africa, Australia, Japan or any other jurisdiction in which the same would
be unlawful. This announcement does not constitute an offer to sell or
issue, or the solicitation of an offer to buy or subscribe for, securities
in the United States, Canada, South Africa, Australia or Japan or any
other jurisdiction in which such offer or solicitation is unlawful and
should not be relied upon in connection with any decision to subscribe for
Directed Issue Shares or other securities in the capital of the Company.
There will be no public offer of the Directed Issue Shares in the United
States, the United Kingdom or elsewhere.
The distribution of this announcement and the offering or sale of the
Directed Issue Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or any of the Joint Bookrunners
that would permit an offering of the Directed Issue Shares or possession
or distribution of this announcement or any other offering or publicity
material relating to the Directed Issue Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and each of the Joint
Bookrunners to inform themselves about, and to observe, any such
restrictions.
This announcement 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 companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all
such persons in (i), (ii) and (iii) above together being referred to as
“relevant persons”). The securities offered are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or
any of its contents.
In the European Economic Area (“EEA”), any Member State that has
implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the “Prospectus Directive”)
this communication is only addressed to and is only directed at qualified
investors in that Member State within the meaning of the Prospectus
Directive.
In the case of any securities acquired by a financial intermediary as that
term is used in Article 3(2) of the Prospectus Directive, such financial
intermediary will also be deemed to have represented and warranted that
the securities acquired by it in the Directed Issue have not been acquired
on a non-discretionary basis on behalf of, nor have they have been
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA which has implemented the
Prospectus Directive to qualified investors or in circumstances in which
the prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale.
Any investment decision to subscribe for the Directed Issue Shares must be
made solely on the basis of publicly available information regarding the
Company. Such information is not the responsibility of any of the Joint
Bookrunners and has not been independently verified by any of the Joint
Bookrunners.
Certain statements in this announcement are forward-looking statements.
Such statements speak only as at the date of this announcement, are based
on current expectations and beliefs and, by their nature, are subject to a
number of known and unknown risks and uncertainties that could cause
actual results and performance to differ materially from any expected
future results or performance expressed or implied by the forward-looking
statement. The information contained in this announcement is subject to
change without notice and neither the Company nor any of the Joint
Bookrunners assume any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein.
This announcement has been issued by and is the sole responsibility of the
Company. None of the Joint Bookrunners or their respective affiliates and
agents shall have no liability for any information contained in this
announcement.
Each of the Joint Bookrunners is acting exclusively for the Company and no
one else in connection with the Offering and the other matters referred to
in this announcement. The Joint Bookrunners will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of each of the Joint Bookrunners nor for providing advice in
connection with the Offering and the other matters referred to herein.
Deutsche Bank AG is authorised under German Banking Law (competent
authority: BaFin – Federal Financial Supervising Authority) and regulated
by the Financial Services Authority for the conduct of UK business.
The Company and each of the Joint Bookrunners and their respective
affiliates, will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements.
STOCKMANN plc
Hannu Penttilä
CEO
DISTRIBUTION
OMX Nordic Exchange Helsinki
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