NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
26 September 2016
Publication and posting of Offer Document
On 15 September 2016, the boards of directors of Nordic Packaging and Container (Finland) Holdings Oy ("Bidco") and Powerflute Oyj ("Powerflute" or the "Company") announced the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Powerflute (including all outstanding Powerflute Options) not already owned, or agreed to be acquired, by Bidco. Defined terms in this announcement shall have the meaning given to them in the Offer Document (as defined below).
Bidco announces that it is today posting to Powerflute Shareholders and Powerflute Optionholders an offer document relating to the Offer (the "Offer Document").
Information on how to accept the Offer
The Offer will initially be open for acceptance until 1.00 p.m. on 25 November 2016.
To accept the Offer in respect of Depositary Interests (that is, held in CREST), acceptances should be made electronically through CREST so that the relevant TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 25 November 2016.
If you wish to accept the Offer in respect of your Powerflute Shares held in a Finnish book-entry account, you should either (a) submit a properly completed and duly executed acceptance form provided by the account operator managing your book-entry account in accordance with its instructions and within the time limit set by such account operator, which may be prior to the expiry of the Offer Period, or, if your account operator does not accept acceptance forms (e.g. Euroclear Finland), you should contact any branch office of Nordea Bank Finland Plc ("Nordea Bank") to give your acceptance to tender your Powerflute Shares; or (b) request that your broker, dealer, commercial bank, trust company, custodian or other nominee effect the transaction for you, by no later than 1.00 p.m. (London time) on 25 November 2016, subject to and in accordance with the instructions of the relevant account operator. If you hold your Powerflute Shares at a broker, dealer, commercial bank, trust company, custodian or other nominee, you must contact that institution in order to tender such shares. The Offer must be accepted separately for each book-entry account.
To accept the Offer in respect of Powerflute Options, Powerflute Optionholders should follow the instructions set forth in the Form of Acceptance to be separately provided to them and submit the completed Form of Acceptance to Bidco no later than 1.00 p.m London time on 25 November 2016.
The Offer is subject to the terms and conditions set out in the Offer Document. The Offer Document and the Form of Acceptance will be published on Powerflute's website at www.powerflute.com no later than 12 noon on 26 September 2016 and will remain published thereon whilst the Offer remains open for acceptance.
Shareholder and Optionholder Assistance
If you have questions in relation to making an electronic acceptance in respect of Depositary Interests, please telephone Capita on 0371 664 0321 from within the UK or +44 (0) 371 664 0321 if calling from outside the UK Lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday. Calls to the helpline from within the UK will be charged at your network provider's standard rate. Calls to the helpline from outside the UK will be charged at the applicable international rate. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
If you require assistance in completing your acceptance form in respect of your Powerflute Shares held in a Finnish book-entry account, please contact your account operator managing your book-entry account or telephone Nordea Bank at +358 200 3000.
If you require assistance in completing the Form of Acceptance in respect of your Powerflute Options, contact Bidco c/o Borenius Attorneys Ltd, Attn: Juha Koponen, at +358 20 713 3285.
Barclays (Financial Adviser to MDP and Bidco)
Asim Mullick/Kurt Kohlmeyer/Bertie Whitehead (Corporate Broking)
Tel: +44 (0) 20 7623 2323
Rothschild (Financial Adviser to Powerflute)
John Deans/Neil Thwaites
Tel: +44 (0) 20 7280 5000
Numis Securities Limited (NOMAD and Corporate Broker to Powerflute)
Mark Lander (Corporate Broking)
Andrew Holloway/Jamie Lillywhite (Nominated Advisor)
Tel: +44 (0) 20 7260 1000
Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser exclusively for MDP and Bidco and no-one else in connection with the Offer, this announcement and the other matters referred to in this announcement, and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than MDP and Bidco for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or this announcement or any matter referred to herein.
Rothschild, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Powerflute as to the financial terms of the Offer and for no-one else in connection with the Offer and this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Powerflute for providing the protections afforded to its clients, nor for providing advice in relation to the Offer or this announcement or any matter referred to herein.
Numis, which is authorised and regulated by the FCA in the United Kingdom, is acting solely for Powerflute as its nominated adviser and broker in relation to the Offer and this announcement and nobody else (whether or not a recipient of this announcement) as a client in relation to the Offer and this announcement and will not be responsible to anyone other than Powerflute for providing the protections afforded to the clients of Numis nor for providing advice in relation to the Offer and this announcement or any other matter referred to in this announcement.
Nordea Bank, which is authorised and regulated by the Financial Supervisory Authority in Finland, is acting as the tender agent of Bidco in the Finnish book-entry system as stated in the rules and regulations of Euroclear Finland. Nordea will collect acceptances on the Offer from its safe custody clients and make necessary agreements with other Finnish account operators acting as agents for Nordea Bank collecting acceptances from their clients and reporting the acceptances to Nordea Bank. Nordea Bank is not acting as an investment service adviser or a legal adviser regarding the execution of the Offer.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise, nor shall there by any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law.
The Offer will be made solely by means of the Offer Document and, in respect of Powerflute Shares held in certificated form and Powerflute Options, the applicable Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents.
The Offer will be governed by English law. Powerflute and Bidco have agreed, to the extent set out in the Implementation Agreement, that they will conduct themselves and the Offer as if the Offer were subject to the Code. The Offer will also be subject to the applicable requirements of the AIM Rules.
This announcement has been prepared for the purpose of complying with English law and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
Bidco has prepared the Offer Document and (in relation to Powerflute Optionholders only) the Form of Acceptance to be distributed to the Powerflute Shareholders and Powerflute Optionholders. Powerflute and Bidco urge the Powerflute Shareholders and Powerflute Optionholders to read the Offer Document and (in relation to Powerflute Optionholders only) the Form of Acceptance because they contain important information relating to the Offer.
The receipt of cash pursuant to the Offer by Powerflute Shareholders and Powerflute Optionholders may be a taxable transaction under applicable national, state and local, as well as foreign and other, tax laws. Each Powerflute Shareholder and Powerflute Optionholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law, and the availability of the Offer to persons who are residents, citizens or nationals of jurisdictions other than the United Kingdom or Finland may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Finland should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement and all documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to Finnish Investors
This announcement or the Offer Document have not been prepared in accordance with the requirements regarding tender documents in the Finnish Securities Market Act (746/2012, as amended). This announcement or the Offer Document have not been reviewed or approved by the Finnish Financial Supervisory Authority.
Notice to US Investors
The Offer is being made for securities in a Finnish company traded on the AIM and US Powerflute Shareholders should be aware that this announcement and documentation relating to the Offer have been, or will be, prepared in accordance with disclosure requirements, format and style that differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in any other documents relating to the Offer, have been, or will be, prepared, save where Bidco and Powerflute have expressly agreed otherwise, in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.
The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the applicable provisions of English law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by Bidco and not by its financial adviser.
Both Powerflute and Bidco are companies incorporated under the laws of Finland. It may not be possible for Powerflute Shareholders or Powerflute Optionholders in the United States to effect service of process within the United States upon Powerflute or Bidco or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Powerflute or Bidco or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.
This announcement including the information incorporated into this announcement contains certain forward-looking statements. These statements are based on the current expectations of Bidco or Powerflute (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Bidco or Powerflute of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results, outcomes and developments to differ materially from those expressed in, or implied by, such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Bidco nor Powerflute can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor Powerflute assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulations.
No Profit Forecasts or Estimates
Nothing in this announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco or Powerflute and no statement in this announcement should be interpreted to mean that earnings or earnings per share of those entities (where relevant) for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share of those entities (where relevant).
Powerflute is a Finnish company whose shares are traded on AIM and is therefore not subject to the UK City Code on Takeovers and Mergers (the "Code"). Accordingly, Powerflute Shareholders and others dealing in Powerflute Shares are not obliged to disclose any of their dealings under the provisions of the Code. However, market participants are requested to make disclosure of "dealings" as if the Code applied. Disclosures made in relation to relevant securities of Powerflute should be released via a Regulatory Information Service using the headline "Document re: Powerflute". The headline "Form 8/8.3" should not be used. Any question regarding completion of these forms should be raised with Numis (tel: +44 (0) 20 7260 1000). Powerflute Shareholders and persons considering the acquisition or disposal of any interest in Powerflute Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in Powerflute Shares.
Powerflute's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose "dealings", you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).
In the light of the foregoing, any person who is "interested" in one per cent. or more of any class of "relevant securities" of Powerflute or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") is requested to make an "Opening Position Disclosure" following the commencement of the Disclosure Period which begins upon the release of this announcement.
An "Opening Position Disclosure" should contain details of the person's "interests" and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) Powerflute and (ii) any "securities exchange offeror(s)". Persons requested to make an "Opening Position Disclosure" are requested to make such "Opening Position Disclosure" by no later than 3:30 p.m. on the tenth "business day" following the release of this announcement. Relevant persons who undertake "dealings" in the relevant securities of Powerflute or a "securities exchange offeror" prior to the deadline for making an "Opening Position Disclosure" are requested instead to make a "Dealing Disclosure".
If any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a "Dealing Disclosure" by no later than 3:30 p.m. on the "business day" following the date of the relevant transaction. This requested disclosures should continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Disclosure Period otherwise ends. A "Dealing Disclosure" should contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) Powerflute and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed.
Accordingly, in the case of both an "Opening Position Disclosure" and any "Dealing Disclosure", disclosures of interests in the shares of Powerflute are requested to be made.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Powerflute or a "securities exchange offeror", they should be regarded to be a single person for these purposes.
"Opening Position Disclosures" will be made by Powerflute and by any "offeror", and all "dealings" in "relevant securities" of Powerflute by Powerflute, by any "offeror" or by any persons "acting in concert" with any of them, will be disclosed in a "dealing disclosure" by no later than 12:00 p.m. on the "business day" following the date of the relevant transaction.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".
Terms in quotation marks are defined in the Code, which can be found on the website of the Takeover Panel. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA.
Purchases Outside the Offer
Bidco or its nominees or brokers (acting as agents) may purchase Powerflute Shares or Powerflute Options otherwise than under the Offer, such as in the open market or through privately negotiated purchases, including pursuant to the Smurfit Undertakings. Such purchases shall comply with the terms of the Implementation Agreement and the AIM Rules.
Publication on Websites and Availability of Hard Copies
A copy of this announcement will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be available free of charge for inspection on Powerflute's website at www.powerflute.com by no later than 12 noon on the business day following this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.
Powerflute Shareholders holding depositary interests issued by Capita Registrars may request a hard copy of this announcement by contacting Capita Registrars on 0371 664 0321 if calling from within the United Kingdom or +44 (0) 371 664 0321 if calling from outside the United Kingdom, or by submitting a request in writing to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Powerflute Shareholders holding their shares in a Finnish book-entry account may request a hard copy of this announcement by contacting Nordea Bank Finland Plc on +358 200 3000, or by submitting a request in writing to Nordea Bank Finland Plc, Investor Solutions & Services, Aleksis Kiven katu 3-5, VC215, 00020 NORDEA. Lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
Information Relating to Powerflute Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Powerflute Shareholders, persons with information rights and other relevant persons for the receipt of communications from Powerflute may be provided to Bidco during the Disclosure Period as requested from time to time.
All times shown in this announcement are London times, unless otherwise stated.
This information is provided by RNS