TIDMPOWR
RNS Number : 4666O
Madison Dearborn Partners, LLC
07 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
Offer update and Revision to Offer Timetable
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. 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.
Anti-trust Clearances
As of the date hereof, Bidco confirms that there are no
anti-trust conditions to the Offer left to satisfy.
Level of Acceptances
Pursuant to the Implementation Agreement, signed on 14 September
2016 between Bidco and Powerflute and, for the limited purposes set
forth therein, the MDP Funds, Bidco announces that as at 1.00pm on
of 4 November 2016 it has received acceptances in respect of a
total of 257,942,160 Powerflute Shares, representing approximately
88.7% of the existing issued share capital of Powerflute. These
acceptances include all irrevocable undertakings (as described in
the Offer Document) in respect of, in aggregate, 152,034,507
Powerflute Shares.
Offer Timetable
As the Acceptance Condition has not been satisfied, Bidco is
announcing the extension of the Offer until 1.00 pm on 11 November
2016.
On the Acceptance Condition being satisfied, Bidco will declare
the Offer unconditional in all respects. Therefore the Acceptance
Condition is the last material outstanding condition to the
Offer.
Shareholders are therefore encouraged to accept the Offer as
soon as possible and in any event no later than 1.00 pm on 11
November 2016.
Payment of consideration to Powerflute Shareholders, DI Holders
and Optionholders who have validly accepted the Offer prior to the
Offer being declared unconditional in all respects will be made
within 14 days of the Offer having been declared unconditional in
all respects.
Should the Acceptance Condition not be satisfied by 1.00pm on 11
November 2016 (and on any subsequently announced closing date(s)),
Bidco irrevocably undertakes to keep the Offer open until 1.00pm on
25 November 2016 (being the date falling 60 calendar days after the
publication of the Offer Document), and, if the Acceptance
Condition is satisfied by 25 November 2016, for a further period of
at least 14 days after 25 November 2016.
Information on how to accept the Offer
The Second Closing Date of the Offer is at 1.00 p.m. on 11
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 11 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 11 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 11 November 2016.
The Offer is subject to the terms and conditions set out in the
Offer Document. The Offer Document has been published on
Powerflute's website at www.powerflute.com 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.
Enquiries:
Barclays (Financial Adviser to MDP Tel: +44 (0)
and Bidco) 20 7623 2323
Asim Mullick/Kurt Kohlmeyer/Bertie
Whitehead (Corporate Broking)
Rothschild (Financial Adviser to Tel: +44 (0)
Powerflute) 20 7280 5000
John Deans/Neil Thwaites
Numis Securities Limited (NOMAD Tel: +44 (0)
and Corporate Broker to Powerflute) 20 7260 1000
Mark Lander (Corporate Broking)
Andrew Holloway/Jamie Lillywhite
(Nominated Advisor)
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.
Important Notes
Further Information
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 is being 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 is 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.
Overseas Shareholders
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.
Forward-Looking Statements
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).
Disclosure Requirements
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.
Time
All times shown in this announcement are London times, unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPZMMGMVNRGVZG
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November 07, 2016 02:00 ET (07:00 GMT)
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