Last checked at 7 Jun 2019 15:44
AFARAK GROUP PLC’S PUBLIC TENDER OFFER FOR OWN SHARES WILL COMMENCE ON JUNE 10, 2019. THE OFFER PRICE FOR A SHARE IS EUR 1.015
15:45 London, 17:45 Helsinki, 07 June 2019 - Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
AFARAK GROUP PLC’S PUBLIC TENDER OFFER FOR OWN SHARES WILL COMMENCE ON JUNE 10, 2019. THE OFFER PRICE FOR A SHARE IS EUR 1.015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Stock Exchange ReleaseThe Board of Directors of Afarak Group Plc ("Afarak” or the "Company") resolved on May 29, 2019, based on the authorization granted by the Company’s General Meeting held on November 12, 2018, that it repurchases its own shares ("Shares") by means of a voluntary public tender offer made to all shareholders (the "Offer").
Approval and Publication of the Offer DocumentThe Finnish Financial Supervisory Authority (“FIN-FSA”) has today approved the offer document related to the Offer (the "Offer Document"). A printed version of the Offer Document will be available in Finnish as of or starting on or approximately from 7 June 2019 onwards at UB Securities Oy, Aleksanterinkatu 21 A, 00100 Helsinki, Finland and at Nasdaq Helsinki, Fabianinkatu 14, 00100 Helsinki, Finland. An electronic version of the offer document will be available in Finnish and English from 7 June 2019 onwards online at www.unitedbankers.fi/tender. The Offer Document includes the following previously unpublished information relating to request for information and hearing made by the FIN-FSA directed to the Company:
Request for information and hearing made by the FIN-FSA directed to the CompanyThe FIN-FSA has before the date of the Offer Document made several requests for information to the Company. The information requests have regarded e.g. releasing by the Company, insider governance, contents of the annual report and communication with certain shareholders. The Company has responded to the information requests. Additionally the FIN-FSA has heard the Company in a matter regarding the establishment, maintenance and form of a project-specific insider register, delay of disclosure of insider information and providing the FIN-FSA with information related to the aforementioned.The Company do not have exact information of how these requests are proceeding. In case the FIN-FSA is of the opinion that the Company has breached against laws and regulations, it is possible that the FIN-FSA will order administrative consequences upon the Company. Administrative consequences used by the FIN-FSA include public warning and penalty payment. If the consequential payment concerns the breach or negligence, e.g. requirements on publishing insider information, of the requirements set in Chapter 15 Section 2 subsection 2.2 of the Securities Market Act, the penalty payment ordered to a legal person may be, according to which amount is higher, either a maximum of two per cent of the legal person’s annual turnover of the year preceding the act or negligence or a maximum amount of EUR 2,500,000. If the consequential payment concerns the breach or negligence, e.g. requirements on insider registers, of the requirements set in Chapter 15 Section 2 subsection 2.3 of the Securities Market Act, the penalty payment ordered to a legal person may be a maximum amount of EUR 1,000,000.
Share Offer PriceThe price offered for each Share is EUR 1.015 in cash (the “Share Offer Price), and it will be paid in cash for each Share validly tendered in accordance with the terms and conditions of the Offer. The Share Offer Price is based on the decision of the Extraordinary General Meeting of the Company held on 12 November 2018.
Object of the OfferThe Offer is made for a maximum of 26,000,000 Shares (the “Maximum Number of Shares”) of the Company.However, the number of own Shares acquired by the Company in the Offer may not exceed an amount which would result in LNS Resources Ltd’s share of all of the Shares and votes in the Company exceeding the bid threshold set out in Chapter 11 Section 19 of the Securities Markets Act. The Offer does not extend to Shares that are in the ownership of the Company or its subsidiaries. On the date of this Offer Document, the Company has 1,887,494 Shares in its ownership. The subsidiaries of the Company do not have in their possession shares of the Company on the date of this Offer Document.
Offer Period
The offer period commences on 10 June 2019 at 9:30 a.m. (Finnish time) and expires on 1 July 2019 at 4 p.m. (Finnish time) (the “Offer Period”), unless the Company’s Board of Directors decides to extend the Offer Period as described below or unless the terms and conditions of the Offer stipulate otherwise. The Company’s Board of Directors may extend the Offer Period by giving notice of the extension by a stock exchange release on 28 June 2019 at the latest. The Company’s Board of Directors shall give notice of a possible extension of an already extended Offer Period no later than on the first Finnish banking day following the expiry of the extended Offer Period.
If the Company’s Board of Directors extends the Offer Period, the Offer Period will expire on the date and at the time determined by the Board of Directors, unless the extended Offer Period is discontinued as described below. The maximum length of the Offer Period (including the possible extended Offer Period and/or the Subsequent Offer Period, as defined below) is ten (10) weeks starting from the commencement of the Offer Period.
The Company’s Board of Directors may discontinue the extended Offer Period should all Conditions to Completion (as defined below) be fulfilled or waived by the Company before the expiry of the extended Offer Period and execute in accordance with section 3.10 "Terms of Payment and Settlement of Shares" the sale and purchase of the Shares validly tendered and for which the valid tender of such Shares has not been properly withdrawn. If the Board of Directors discontinues the extended Offer Period, the Board of Directors shall give notice of the decision as soon as possible after making the decision, and in any case at least two (2) weeks before the expiry of the extended Offer Period.
The Company also reserves the right to extend the Offer Period in connection with the Company's announcement of the final result of the Offer (such extended Offer Period shall be referred to as the “Subsequent Offer Period”).
In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Company in the final result announcement. The expiration of a Subsequent Offer Period shall be announced at the latest two (2) weeks before the expiration of such Subsequent Offer Period.
Terms and Conditions of the OfferThe terms and conditions of the Offer have been attached to this stock exchange release in their entirety and in the same form as they are presented in the Offer Document (Annex 1).
Helsinki, June 7, 2019Afarak Group PlcBoard of DirectorsFor additional information, please contact:Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.com Jean Paul Fabri, PR Manager, +356 2122 1566, jp.fabri@afarak.comFinancial reports and other investor information are available on the Company's website: www.afarak.com.Afarak Group is a specialist alloy producer focused on delivering sustainable growth with a Speciality Alloys business in southern Europe and a FerroAlloys business in South Africa. The Company is listed on NASDAQ Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).Distribution:NASDAQ Helsinki London Stock Exchange Main mediawww.afarak.com
DisclaimerThis announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Afarak Group Plc (the "Shares") anywhere in the world. The final terms and further provisions of the public tender offer (the "Offer") will be disclosed in the offer document approved by the Finnish Financial Supervisory Authority. Holders of the Shares are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information.The Offer is not being made directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is not being made by the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by fax, telephone or internet) in or into the United States, nor by the use of any facility of a national securities exchange in the United States. Accordingly, the sending or any other distribution of this announcement or any other accompanying document in or into the United States or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is prohibited.Annex 1: Terms and Conditions of the Offer
3 TERMS AND CONDITIONS OF THE OFFER
The terms and conditions of the Offer are presented below. In the terms and conditions of the Offer, the terms written with capital letters are defined above in this Offer Document, unless they are defined in this section Terms and Conditions of Offer.
3.1 Object of the Offer
The Offer is made for a maximum of 26,000,000 Shares (the “Maximum Number of Shares”) of the Company.
However, the number of own Shares acquired by the Company in the Offer may not exceed an amount which would result in LNS Resources Ltd’s share of all of the Shares and votes in the Company exceeding the bid threshold of 30 per cent set out in Chapter 11 Section 19 of the Securities Markets Act.
The Offer does not extend to Shares that are in the ownership of the Company or its subsidiaries. On the date of this Offer Document, the Company has 1,887,494 Shares in its ownership. The subsidiaries of the Company do not have in their possession shares of the Company on the date of this Offer Document.
A shareholder may accept the Offer for all the Shares owned by such shareholder or for a number of Shares of their choosing per book-entry account.
The availability of the Offer in certain areas outside Finland is limited by section 3.15 "Limitations on the Offer outside Finland".
3.2 Share Offer Price
The Share Offer Price is EUR 1.015 per Share, and it will be paid in cash for each Share validly tendered in accordance with the terms and conditions of the Offer. The Share Offer Price is based on the decision of the Extraordinary General Meeting of the Company held on 12 November 2018.
3.3 Offer Period
The offer period commences on 10 June 2019 at 9:30 a.m. (Finnish time) and expires on 1 July 2019 at 4 p.m. (Finnish time) (the “Offer Period”), unless the Company’s Board of Directors decides to extend the Offer Period as described below or unless the terms and conditions of the Offer stipulate otherwise. The Company’s Board of Directors may extend the Offer Period by giving notice of the extension by a stock exchange release on 28 June 2019 at the latest. The Company’s Board of Directors shall give notice of a possible extension of an already extended Offer Period no later than on the first Finnish banking day following the expiry of the extended Offer Period.
If the Company’s Board of Directors extends the Offer Period, the Offer Period will expire on the date and at the time determined by the Board of Directors, unless the extended Offer Period is discontinued as described below. The maximum length of the Offer Period (including the possible extended Offer Period and/or the Subsequent Offer Period, as defined below) is ten (10) weeks starting from the commencement of the Offer Period.
The Company’s Board of Directors may discontinue the extended Offer Period should all Conditions to Completion (as defined below) be fulfilled or waived by the Company before the expiry of the extended Offer Period and execute in accordance with section 3.10 "Terms of Payment and Settlement of Shares" the sale and purchase of the Shares validly tendered and for which the valid tender of such Shares has not been properly withdrawn. If the Board of Directors discontinues the extended Offer Period, the Board of Directors shall give notice of the decision as soon as possible after making the decision, and in any case at least two (2) weeks before the expiry of the extended Offer Period.
The Company also reserves the right to extend the Offer Period in connection with the Company's announcement of the final result of the Offer (such extended Offer Period shall be referred to as the “Subsequent Offer Period”).
In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Company in the final result announcement. The expiration of a Subsequent Offer Period shall be announced at the latest two (2) weeks before the expiration of such Subsequent Offer Period.
3.4 Conditions for the Completion of the Offer
The obligation of the Company to repurchase the Shares validly tendered and to complete the Offer is subject to the satisfaction or, to the extent permitted by applicable law, a waiver by the Company of the following conditions (“Conditions to Completion”) on or prior to the date of the Company's announcement of the final result of the Offer:
No Material Adverse Change (as defined below) having occurred after the Extraordinary General Meeting held on 12 November 2018; No court or regulatory authority of competent jurisdiction having given an order or issued any regulatory action preventing, postponing or materially challenging the completion of the Offer; and The information provided to the Company’s Board of Directors by LNS Resources Ltd (formerly known as Kermas Resources Limited) and Atkey Limited that neither of them will sell their shares according to the proposed Offer if the Offer is executed remains in force until the date on which the Company discloses the final result of the Tender Offer of the Offer Period referred to in section 3.9 or if the Offer Period has been extended, the final result of such extended Offer Period or if the Subsequent Offer Period is realized, the final result of the Subsequent Offer Period.Any decision to waive the above-mentioned Conditions to Completion shall be made by the Company’s Board of Directors.
“Material Adverse Change” means any event, condition, circumstance, development, occurrence, change, effect or fact (any such item referred to as an “Effect”) that individually or jointly with other Effects has, results in or would reasonably be expected to have or result in a material adverse effect on the value of the Company’s Shares or on the business, assets, financial condition or results of operations of the Company and its material subsidiaries considered as a whole. Such Material Adverse Change is especially an Effect that results in the amount of distributable funds required for the repurchase of the Shares pursuant to the Offer no longer being fully available to the Company or which would cause a material risk thereto. However, Material Adverse Change does not include:
Any change in political, financial, industrial, economic or regulatory conditions generally, as long as such a change does not affect the ability of the Company to in a timely manner consummate the transactions contemplated in the Offer Document that will be published later; orPossible Effects caused by such actions that the Company has undertaken voluntarily through its own initiative.The Company reserves the right to waive, to the extent permitted by law, any Condition to Completion that has not been fulfilled before the announcement of the final result of the Offer. Satisfaction or waiver of the Conditions to Completion will be announced through a stock exchange release.
3.5 No Obligation to Raise the Offer or to Pay Compensation
The provisions on the obligation to raise the Offer and the obligation to pay compensation referred to in Chapter 11, Section 25 of the Finnish Securities Markets Act are not, pursuant to Chapter 11, Section 4 of the Finnish Securities Markets Act, applicable to the Offer.
3.6 Acceptance Procedure of the Offer
The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of the Company, with the exception of the Company.
In connection with the acceptance of the Offer, shareholders shall indicate the number of the Shares that the acceptance concerns and the book-entry account for such Shares. The shareholders can alternatively state that they accept the Offer with respect to all of the Shares in the indicated book-entry account. Shareholders of the Company who accept the Offer are required to have a cash account in a financial institution operating in Finland or abroad. With regard to those shareholders whose ownership is nominee registered, the account referred to in the acceptance form must correspondingly be in a financial institution operating either in Finland or abroad.
Most of the Finnish book-entry account operators are expected to send a notification of the Offer, including the relevant instructions and the relevant acceptance form, to their customers who are registered as shareholders in the shareholders’ register of the Company maintained by Euroclear. Shareholders who do not receive such notification from their account operator or asset manager can contact the customer service of UB Securities Oy (email: tender@unitedbankers.fi) where such shareholders can receive necessary information and submit their acceptance of the Offer.
Shareholders may only accept the Offer unconditionally. An acceptance given during the Offer Period shall also remain valid until the end of any possible Subsequent Offer Period or any discontinued Subsequent Offer Period. An acceptance given during any Subsequent Offer Period will remain valid until the expiration of any Subsequent Offer Period.
A shareholder in the Company whose Shares are registered in the name of a nominee and who wishes to accept the Offer shall give such acceptance in accordance with the nominee's instructions.
CDI Shareholders who are registered in the Company's CDI register maintained by CREST should act in accordance with the CREST International Manual which can be read on www.euroclear.com. Please note that the CREST Depository cannot provide financial advice on the merits of the Offer or as to whether you should take part to the Offer.
Pledged shares may only be tendered with the consent of the relevant pledgee, the obtaining of such consent shall be the responsibility of the relevant shareholder in the Company. The consent by the pledgee shall be delivered to the account operator in writing.
Book-entry account operators, asset managers, nominees or any other applicable persons may charge a fee for the release of any pledges or for other possible measures to remove restrictions preventing a sale of the relevant Shares according to their price lists.
A shareholder in the Company who is registered as a shareholder in the shareholders’ register of the Company and who wishes to accept the Offer shall submit a properly completed and duly executed acceptance form to the account operator managing the shareholder’s book-entry account in the accordance with its instructions and within the time limit set by the account operator or, in the case such account operator does not accept acceptance forms (e.g. Euroclear), such shareholders shall contact customer service of the UB Securities Oy (email: tender@unitedbankers.fi) in order to give their acceptance to tender the shares they own. The acceptance form shall be submitted so that it is received during the Offer Period or during a possible Subsequent Offer Period, however, always in accordance with the instructions of the relevant account operator or the nominee. In the event of a Subsequent Offer Period, the acceptance form shall be submitted so that it is received during the Subsequent Offer Period, however, always in accordance with the instructions of the relevant account operator or the nominee.
The method of delivery of an acceptance form is at the shareholder’s option and risk, and the delivery will be deemed made only when actually received by such account operator or UB Securities Oy. The Company reserves the right to reject any acceptance given in an incorrect or incomplete manner.
By accepting the Offer, the shareholders of the Company authorize UB Securities Oy or a party authorized by UB Securities Oy or the account operator managing the shareholder’s book-entry account to enter a transfer restriction of the shares or a sales reservation on the shareholder’s book-entry account after the shareholder has delivered its acceptance for the Offer. The transfer restriction or sales reservation applies to the number of Shares on the shareholder's book-entry account for which the shareholder has accepted the Offer. In addition, the shareholders who have accepted the Offer authorize UB Securities Oy or a party authorized by UB Securities Oy or the account operator managing the shareholder’s book entry account to perform the necessary entries and to take all other actions required to technically execute the Offer, to contact the account operator of such shareholder to verify the holding of the Shares, and to sell all the Shares owned by such shareholder at the time of the execution of trades under the Tender Offer for which the shareholder has accepted the Offer to the Company in accordance with the terms and conditions of the Offer.
If the Offer is not completed or if the tender is properly withdrawn by the shareholder in accordance with the terms and conditions of the Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the announcement that the Offer will not be completed or the receipt of a notice of withdrawal in accordance with the terms and conditions of the Offer.
If the acceptances of the Offers given by the shareholders are scaled back as provided for later in section 3.8 "Exceeding the Maximum Number of Shares in the Offer", the transfer restriction shall be removed from the book-entry account for the reduced amounts on or around the execution date of the transactions. The timetables of the sale are described in more detail in section 3.10 "Terms of Payment and Settlement of Shares" below.
3.7 Withdrawal Rights
In accordance with Chapter 11, Section 16, subsection 1 of the Finnish Securities Market Act, the Shares validly tendered in accordance with the terms and conditions of the Offer may be withdrawn at any time during the Offer Period or if the Offer Period has been extended, during this extended Offer Period until the Company has announced that all the Conditions to Completion have been fulfilled or waived by the Company, thereby declaring the Offer unconditional. After such announcement, the Shares already tendered may no longer be withdrawn.
In the possible event that the right to withdraw exists, the proper withdrawal of the acceptance of the Offer requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Shares was submitted. If the acceptance form with respect to Shares was submitted to the customer service of UB Securities Oy, the notice of withdrawal must be submitted to such customer service. In case of holdings that are registered in the name of a nominee, the holder shall instruct the nominee to submit the notice of withdrawal.
If a shareholder withdraws their acceptance of the Offer in accordance with the terms and conditions of the Offer, the transfer restriction registered on the tendered shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Offer.
A shareholder shall be entitled to at any time prior to the expiry of the Offer Period or prior to the expiry of a possible Subsequent Offer Period re-tender the withdrawn Shares by following the acceptance procedures described above in Section 3.6 “Acceptance Procedure of the Offer”.
Acceptance of the Tender Offer during a possible Subsequent Offer Period is binding and cannot be withdrawn unless otherwise provided under mandatory law.
A shareholder who has withdrawn their acceptance shall pay the fees the account operator managing the relevant book-entry account or the nominee may charge for withdrawals. If the acceptance form has been delivered to UB Securities Oy, UB Securities Oy may charge a fee for withdrawals in accordance with its price lists.
3.8 Exceeding the Maximum Number of Shares in the Offer
If the aggregate number of Shares for which the Offer has been accepted exceeds the Maximum Number of Shares, the acceptances of the Offers given by the shareholders are scaled back per book-entry account for the shareholders that have accepted the Offer pro rata to the number of Shares tendered by the shareholders so that the total number of Shares repurchased in the Offer does not exceed the Maximum Number of Shares. The accepted number of shares (the "Accepted Number of Shares") shall be rounded down for each book-entry account to the previous whole share.If the Maximum Number of Shares is exceeded during the Subsequent Offer Period, the provisions of this section regarding the reduction of the number of Shares to be repurchased will only apply to the Shares offered during the Subsequent Offer Period with regard to the shareholders that have accepted the Offer during the Subsequent Offer Period for each book-entry account pro rata to those Shares for which the shareholders have accepted the Offer during the Subsequent Offer Period in a way whereby the aggregate number of Shares to be repurchased in the Offer does not exceed the Maximum Number of Shares.
If the acceptances of the Offers given by the shareholders are scaled back, the transfer restriction shall be removed from the book-entry account for the reduced amounts on or around the execution date of the transactions. The timetables of the sale are described in more detail in section 3.10 "Terms of Payment and Settlement of Shares” below.
3.9 Announcing the Result of the Offer
The Company will announce the preliminary result of the Offer on or around the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the expiry of the extended or discontinued Offer Period, and the final result on or around the (i) second (2nd) Finnish banking day following the expiry of the Offer Period if the acceptances of the Offers given by the shareholders are not scaled back; (ii) third (3rd) Finnish banking day if the acceptances of the Offers given by the shareholders are scaled back,. The announcement of the final result will confirm (i) the number of the Shares that have been validly tendered and not properly withdrawn and (ii) whether the Offer will be completed.
The Company will announce the initial number of the Shares validly tendered during a possible Subsequent Offer Period on or around the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final number on or around the second (2nd) Finnish banking day following the expiry of the Subsequent Offer Period.
3.10 Terms of Payment and Settlement of Shares
In a situation where the acceptances of the Offers given by the shareholders are not scaled back in accordance with section 3.8 “Exceeding the Maximum Number of Shares in the Offer”, the sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Offer is expected to be executed on the third (3rd) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period.
In a situation where the acceptances of the Offers given by the shareholders are scaled back in accordance with section 3.8 “Exceeding the Maximum Number of Shares in the Offer”, the sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Offer is expected to be executed on the fourth (4th) Finnish banking day following the expiry of the Offer Period, or if the Offer Period has been extended or discontinued, the expiry of the extended or discontinued Offer Period.
The sale and purchase of the Shares will take place on Nasdaq Helsinki subject to the rules applicable to securities trading on Nasdaq Helsinki. Otherwise the sale and purchase of the Shares will take place outside of Nasdaq Helsinki.
Settlement takes effect on or about the second (2nd) Finnish banking day following the above completion trades (the “Settlement Date”). The Share Offer Price shall be paid on the Settlement Date into the bank account connected to the book-entry account of the shareholder or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form.
If the bank account of a tendering shareholder is with a different banking institution than such holder’s book-entry account, the Offer Price of a Share will be paid to the bank account of the shareholder, or in the case of those shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form, in accordance with the schedule, of money transactions between banking institutions, so that the payment is on the bank account of the shareholder, or with regard to a holder whose holdings are registered in the name of a nominee, in the bank account specified in the acceptance form, approximately two (2) Finnish banking days following the Settlement Date, at the latest, if the account is in a financial institution operating in Finland, and in approximately five (5) days following the Settlement Date, at the latest, if the account is in a foreign financial institution. The bank account number shall be in the IBAN format. In any case, the Offer Price will not be paid to a bank account situated in the United States or any other jurisdiction where the Offer is not being made (see section 3.15 “Limitations on the Offer outside Finland”).
In the event of a Subsequent Offer Period, the Company shall in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The sale and purchase of the Shares validly tendered in accordance with the terms and conditions of the Offer during the Subsequent Offer Period shall, however, be executed at least within two (2) weeks intervals.
The Company reserves the right to postpone the payment of the Offer Price of a Share if payment is prevented or suspended due to a force majeure event. The Company shall effect such payment as soon as possible once the force majeure event preventing or suspending payment is resolved.
3.11 Shares Becoming Cancelled
All the Shares repurchased under the Offer will become cancelled as part of the settlement of the completion trades of the Offer, tentatively on the Settlement Date, so that the Shares will not come into the Company’s possession. By accepting the Offer, the shareholder accepts that all the Shares for which the Offer has validly been accepted will become cancelled as part of settling the trades. The Shares will be transferred, when necessary, to a book-entry account and/or a technical issue account determined by the Company or Euroclear for becoming cancelled.
3.12 Effects of the Offer on the Company’s Equity
The Company’s invested unrestricted equity fund evidenced by the Company's latest adopted financial statements dated 31 December 2017 will be used for satisfying the consideration under the Offer. As a consequence of the Offer, the unrestricted equity and total shareholders’ equity will decrease by a maximum of EUR 26,390,000. In addition, the costs related to the Offer process, as well as any possible transfer tax payable due to the execution of the Offer, will decrease the Company’s result for the current financial period.
3.13 Transfer Tax and Other Fees
The Company will pay the Finnish transfer tax, if any, payable on the sale of the Shares.
Fees charged by account operators, asset managers, nominees or any other applicable persons for registering the release of any pledges or securities or other possible restrictions preventing a sale of the relevant Shares, as well as fees relating to a withdrawal of the tender by a shareholder in accordance with section 3.7 “Withdrawal Rights” above, will be borne by each shareholder. The Company shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Offer, transactions of the Shares tendered under the Offer or the payment of the Share Offer Price, respectively.
3.14 Other Issues
The Company reserves the right to amend the terms and conditions of the Offer in accordance with Chapter 11, Section 15, Subsection 2 of the Finnish Securities Markets Act.
The Company’s Board of Directors is authorized to decide at their discretion on all other issues concerning the Offer, to perform all the measures concerning the Offer within the limits set by applicable law, and to make decisions on behalf of the Company in matters in which the Company has discretion.
The Company’s Board of Directors may also decide on such amendments to the terms and conditions of the Offer that are technical in nature or necessary for the completion of the Offer, for example on delaying the commencement of the Offer if the approval of the Offer Document is delayed.
UB Securities Ltd acts as arranger in relation to the Offer, which means that it performs certain administrative services relating to the Offer. This does not mean that a person who accepts the Offer (the “Participant”) will be automatically regarded as a customer of UB Securities Ltd. A Participant will be regarded as a customer only if UB Securities Ltd has provided advice to the Participant or has otherwise contacted the Participant personally regarding the Offer. If the Participant is not regarded as a customer, the rules regarding the protection of investors pursuant to the Finnish Act on Investment Services (747/2012, as amended) will not be applicable to the acceptance. This means, among other things, that neither the so-called customer classification nor the so-called appropriateness test will be performed with respect to the Offer. Each Participant is therefore responsible for ensuring that it has sufficient experience and knowledge to understand the risks associated with the Offer.
These terms and conditions have been prepared in the Finnish language and translated into English. In the interpretation of the terms and conditions, the Finnish language version shall prevail.
3.15 Limitations on the Offer outside Finland
The Offer is not being made to and the Shares will not be accepted for purchase from or on behalf of any persons, directly or indirectly, in the United States or in any jurisdiction where prohibited by applicable law and this Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever, including, without limitation, mail, facsimile transmission, e-mail or telephone. In particular, the Offer is not being made, directly or indirectly, in or into, or by use of the postal service of or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by law. The Offer cannot be accepted by any such use, means or instrumentality of or from within the United States, Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by law.
Each person accepting the Offer will in connection with such acceptance be deemed to have represented and warranted to the Company that they are not accepting the Offer from within the United States or any other jurisdiction where doing so would constitute a violation of the laws of such jurisdiction and that they have not received or submitted the acceptance forms, the Offer Document or any other documents relating to the Offer from within the United States or any such other jurisdiction, or by the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by fax, copy, telephone or internet) of the United States.