Afarak Group Regulatory News (AFRK)

29 May 2019 16:18

Repurchase of own shares

REPURCHASE OF OWN SHARES

The Board of Directors of Afarak Group Oyj (“Company”) resolved on May 29, 2019, based on the authorization granted by the Company’s General Meeting held on November 12, 2018 (“Authorization”), that the Company repurchases its own shares ("Shares") by means of a voluntary public tender offer made to all shareholders ("Offer").

The Board of Directors of the Company decided to limit the maximum amount of the Offer to be less than the maximum amount set out in the Authorization. This is due to the fact that the Company has received an interpretation from the Finnish Financial Supervisory Authority, that the completion of the Offer with the maximum amount allowed by the Authorization would result in the Company's shareholder LNS Resources Ltd being obliged to make a public tender for all of the Company's shares.

The offer period of the Offer commences on June 10, 2019 at 9.30. a.m. (Finnish time) and expires on July 1, 2019 at 4.00 p.m. (Finnish time), unless the Company's Board of Directors decides to extend the offer period in accordance with the terms and conditions of the Offer or unless the terms and conditions stipulate otherwise.

The key terms and conditions of the Offer are as follows:

The Offer is made for a maximum of 26,000,000 Company's Shares. The Offer shall be executed only for the part of the consideration payable for the Shares amounting up to EUR 26,390,000 in the aggregate;If the number of offered Shares exceeds the maximum number of Shares in accordance with the terms and conditions of the Offer, the Offer shall be accepted for each shareholder having accepted the Offer in proportion of the Shares offered by such shareholders in the Offer, rounded down per book-entry account to the previous whole Share per each book-entry account;A shareholder can accept the Offer for all the Shares owned by him/her or for a number of Shares of his/her choosing per book-entry account;The offer price is EUR 1.015 per Share;The offer price for a Share shall be paid in cash for each Share validly tendered in accordance with the terms and conditions of the Offer;The sale and purchase of the Shares validly tendered and not properly withdrawn in accordance with the terms and conditions of the Offer will be executed no later than on the fifth (5.) 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, and the settlement of trades as well as the payment of the offer prices of the Shares will be effected on or about the second (2.) Finnish banking day following the above-mentioned completion trades;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;Only the invested unrestricted equity fund evidenced by the Company's financial statements dated December 31, 2017 shall be used for the repurchase of Shares;The Shares to be repurchased will become null and void as a part of the execution of the Offer in a way that the Shares to be repurchased will not become in the Company's possession at any stage;The Offer is subject to the conditions that no material adverse change defined in the terms and conditions of the Offer has occurred after the meeting of Board of Directors on May 29, 2019.

The exact terms of the Offer will be published after the Finnish Financial Supervisory Authority has approved the offer document regarding the Offer, on or about June 7, 2019.In accordance with chapter 11, section 4, of the Finnish Securities Markets Act, the recommendation for procedures to be complied with in public tender offers referred to in chapter 11, section 28, of the said act is not applicable in the Offer, because the Offer concerns the acquisition of own shares by the means of public tender offer.UB Securities Oy is acting as the arranger of the Offer.

More information about the Offer is available in the offer document concerning the Offer to be published later.