30 Sep 2016 17:45
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Powerflute has its registered office in Finland and is not subject to the UK City Code on Takeovers and Mergers (the "Code"). Accordingly the Code does not apply to the Offer by Bidco for Powerflute and this transaction is not subject to the jurisdiction of, or being regulated by, the UK Panel on Takeovers and Mergers (the "Takeover Panel"). However, 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.
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.
1. KEY INFORMATION
(a) Full name of discloser: | Powerflute Oyj ("Powerflute") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Powerflute Oyj |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 29/09/2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares in Powerflute Oyj | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Cash-settled derivatives:
| NIL | - | NIL | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | NIL | - | NIL | - |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | NIL |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||||||||||||||
(a) Director's beneficial holdings of ordinary shares in Powerflute
(b) Director share options and share awards each in Powerflute Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions). Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(i) Options and awards held by Dr. Dermot F. Smurfit Option Share 2012
(ii) Options and awards held by Marco Casiraghi Option Share 2012
(iii) Options and awards held by David Walton Option Share 2012
(c) Beneficial holdings of ordinary shares in Powerflute of persons acting in concert
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form (Open Positions) | NO |
Supplemental Form (SBL) | NO |
| Date of disclosure: | 30 September 2016 |
| Contact name: | David Walton |
| Telephone number: | +377 97 97 33 80 |