COMMENCEMENT OF COMPULSORY REDEMPTION PROCEEDINGS

Released : 25.11.2016

RNS Number : 2108Q
Powerflute Oyj
25 November 2016
 

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

 

25 November 2016                                                                                                                         

POWERFLUTE

 

COMMENCEMENT OF COMPULSORY REDEMPTION PROCEEDINGS IN RESPECT OF THE REMAINING POWERFLUTE OYJ SHARES

 

On 15 September 2016, the boards of directors of Nordic Packaging and Container (Finland) Holdings Oy ("Bidco"), a wholly owned subsidiary of Madison Dearborn Partners, LLC, 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. The document containing, amongst other things, the terms and conditions of the Offer (the "Offer Document") was posted on 26 September 2016. Defined terms in this announcement shall have the meaning given to them in the Offer Document.

The Company has been informed by Bidco that title to 93.64 percent of all the shares in Powerflute, excluding the treasury shares held by Powerflute, has transferred to Bidco in accordance with the terms and conditions of the Offer. As a result, Powerflute registered the compulsory redemption right and obligation under the Finnish Limited Liability Companies Act (624/2006) in respect of the Powerflute shares held by the minority shareholders in the Finnish Trade Register as of 23 November 2016.

Under Chapter 18 section 1 of the Finnish Limited Liability Companies Act, a shareholder with more than nine tenths (9/10) of all shares and votes in a company has the right to redeem the shares of the other shareholders at a fair price. The Company has been informed by Bidco that, accordingly, Bidco, on 21 November 2016, requested the Redemption Board of the Finland Chamber of Commerce to initiate arbitration proceedings regarding the redemption of the remaining minority shares of Powerflute in accordance with Chapter 18 section 4 of the Finnish Limited Liability Companies Act. The Company has been informed that the arbitral proceedings have been initiated (Matter No. L 13/2016).

In its request for arbitration, Bidco requested the arbitral tribunal to confirm that it has the right to redeem the minority shareholder's shares for the redemption price of EUR 1.03 per share.

Additionally, Bidco has requested the arbitral tribunal to accept a security for the payment of the redemption price. Upon posting the security, the ownership of the remaining shares would be transferred to Bidco immediately. Regardless of this immediate transfer of the shares the final redemption price will be decided by the arbitral tribunal and, therefore may be different to the price noted above in Bidco's request to the arbitral tribunal.

The District Court of Helsinki, on 24 November 2016, appointed attorney at law Tarja Wist as special representative in the case to oversee the interests of the minority shareholders during the arbitration proceedings.

The notice and request for statement by the Redemption Board of the Finland Chamber of Commerce, the rules of the Redemption Board of the Finland Chamber of Commerce as well as the request for arbitration made by Bidco will be sent in writing to the minority shareholders whose names and addresses are known to Bidco and the notice is also available on the Company's website.

 

For further information, please contact:

Powerflute

Dermot Smurfit (Chairman)

Marco Casiraghi (CEO)

David Walton (CFO)

 

 

c/o Oliver Winters

FTI Consulting

+44 20 3727 1535

Numis Securities

Mark Lander (Corporate Broking)

Andrew Holloway/Jamie Lillywhite (Nominated Advisor)

 

 

+44 20 7260 1000

FTI Consulting

Oliver Winters/Georgina Goodhew/Tom Hufton

 

+44 20 3727 1535

Special Representative

Attorney at Law, Tarja Wist

Attorneys at Law, Waselius & Wist Ltd

 

+358 9 668 95233

tarja.wist@ww.fi

 

About Powerflute

 

Powerflute is a paper and packaging group quoted on the AIM market of the London Stock Exchange (Ticker: POWR) which seeks to acquire businesses with strong fundamentals whose performance can be improved through a combination of management focus and targeted investment.

 

The Group has two main activities; Packaging Papers which trades under the name Powerflute and operates a paper mill in Kuopio, Finland producing a specialised form of Nordic semi-chemical fluting used in the manufacture of high-performance corrugated board; and Coreboard and Cores, which trades under the name Corenso and is a leading international manufacturer of high performance coreboard and cores, with coreboard mills in the United States and Europe and a network of core producing facilities in Europe, North America and China.

 

Nordic semi-chemical fluting is made from locally sourced birch, and boxes manufactured using it demonstrate superior strength and moisture resistance and are used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill is one of only three suppliers of Nordic semi-chemical fluting in Europe.

 

Cores and coreboard are manufactured from recycled paper and are used for applications in paper, packaging, textiles, steel, aluminium and many other industries. Coreboard and cores produced by Corenso demonstrate superior strength and rigidity and are suitable for use in the most demanding applications.

 

For further information, please visit www.powerflute.com.

 

 

 


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