14 Oct 2014 07:00
14 October 2014
Powerflute Oyj
Notice of Extraordinary General Meeting of shareholders of Powerflute Oyj
On 30 September 2014, Powerflute Oyj ("Powerflute" or the "Company") announced that it had entered into a conditional agreement with Stora Enso Oyj for the acquisition of Corenso, an international producer of cores and coreboard (the "Acquisition").
The Acquisition would constitute a reverse takeover under the AIM Rules and remains subject to, amongst other things, approval by the shareholders of Powerflute. The Admission Document published by Powerflute on 30 September 2014 contained notice of an Extraordinary General Meeting of shareholders to be held at 9.00am on Tuesday, 4 November at the offices of Hannes Snellman, Eteläesplanadi 20, Helsinki, Finland. The full text of this notice is reproduced below.
A copy of the notice in English and Finnish, together with other documents relating to the meeting and instructions to shareholders and holders of depositary interests wishing to participate or vote in the meeting, will be available for download from the "Acquisition of Corenso" and "Shareholder Information" pages in the Investors section of the website of Powerflute (www.powerflute.com) from Tuesday, 14 October 2014.
The latest date for receipt of Forms of Proxy from shareholders is 10.00 a.m. on 30 October 2014.
Holders of Depository Interests should note that Capita IRG Trustees Limited holds the shares in respect of the Depository Interests through its appointed custodian and that temporary registration of such shares in Powerflute's register of shareholders is required in order to participate in the Extraordinary General Meeting. Temporary registration must be completed not later than three business days prior to the Extraordinary General Meeting and the procedures associated with such temporary registration may take up to three business days to complete. Accordingly, the latest date by which Forms of Direction, together with valid TTE instructions, must be deposited by holders of Depository Interests with Capita IRG Trustees Limited is 12:00 noon on 23 October 2014.
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF POWERFLUTE OYJ
To be held in Helsinki, Finland at 9.00 a.m. on 4 November 2014
Notice is hereby given to the shareholders of Powerflute Oyj ("Powerflute") of an Extraordinary General Meeting to be held on 4 November 2014 at 9.00 a.m. at the premises of Hannes Snellman Attorneys, Eteläesplanadi 20, Helsinki, Finland. Reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8.00 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolution to approve the purchase of Corenso
According to AIM Rule 14, Powerflute's acquisition of Corenso (the "Acquisition") is considered a reverse takeover, and any agreement which would effect the reverse takeover must be conditional on the consent of the Shareholders being given in a general meeting. Therefore, the Board of Directors has resolved to submit the approval of the Acquisition - a matter that would normally, according to the Finnish Companies Act, fall within the general competence of the Board of Directors - to be resolved by an Extraordinary General Meeting pursuant to chapter 6, section 7(2) of the Finnish Companies Act. The Board of Directors proposes that the Acquisition on the terms and subject to the conditions set out in the share purchase agreement by and between Powerflute and Stora Enso Oyj dated 30 September 2014 (the "Acquisition Agreement") and related agreements and documentation to be entered into pursuant to the Acquisition Agreement as summarised in the admission document issued by Powerflute on 30 September 2014, be and is hereby approved for the purpose of Rule 14 of the AIM Rules with such non-material amendments as the Board of Directors may approve, and the Board of Directors be authorised to sign and execute all documentation and take all steps it may consider necessary or desirable to complete the Acquisition.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The proposals of the Board of Directors relating to the agenda of the Extraordinary General Meeting as well as this notice are available for inspection on the website of Powerflute Oyj at www.powerflute.com.
Copies of the proposals of the Board of Directors will also be available at the meeting. Copies of these documents and of this notice are available and will be sent to Shareholders upon request. The minutes of the meeting will be available on Powerflute's website as from 18 November 2014.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE EXTRAORDINARY GENERALMEETING
1. The right to participate and registration
Each shareholder, who is registered on 23 October 2014 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of Powerflute.
A shareholder who wants to participate in the Extraordinary General Meeting must register for the meeting no later than 30 October 2014 at 10.00 a.m. Finnish time by giving a prior notice of
participation. Such notice can be given:
(a) by e-mail to tiina.silvast@powerflute.com;
(b) by telephone +358 10 6606 205/Ms Tiina Silvast;
(c) by telefax +358 10 6606 212; or
(d) by regular mail to Powerflute Oyj, Tiina Silvast, PO Box 57, FI-70101 Kuopio, Finland.
In order to register for attendance at the Extraordinary General Meeting, a shareholder must provide details of his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. Personal data provided to Powerflute Oyj will be used only in connection with the Extraordinary General Meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Proxy documents should be delivered in originals to Powerflute Oyj, Tiina Silvast, PO Box 57, FI-70101 Kuopio, Finland before the last date for registration.
3. Holders of nominee registered shares and Depositary Interests
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she would be entitled to be registered in Powerflute's register of shareholders held by Euroclear Finland Ltd on 23 October 2014. The right to participate in the Extraordinary General Meeting also requires that the shareholder on the basis of such shares be temporarily registered in the register of shareholders held by Euroclear Finland Ltd at the latest by 10.00 a.m. Finnish time on 30 October 2014. As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting. A holder of nominee registered shares who wishes to participate in the Extraordinary General Meeting is advised to request without delay from his/her custodian bank necessary instructions regarding the registration in Powerflute's register of shareholders, the issuing of proxy documents and registration for the Extraordinary General Meeting.
Holders of Depositary Interests wishing to attend, or vote at, the Extraordinary General Meeting must also seek temporary registration in Powerflute's register of shareholders not later than three business days prior to the Extraordinary General Meeting (being 30 October 2014). Further information on the temporary registration procedure for holders of Depositary Interests may be obtained from their account operator or the Depositary.
The contact details of the Depositary are:
Capita IRG Trustees Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
Telephone: + 44 (0)208 639 3399
E-mail: ssd@capitaregistrars.com
4. Other instructions and information
On the date of this notice of the Extraordinary General Meeting, the total number of shares and votes in issue for Powerflute Oyj is 289,818,174 (including 5,700,000 Ordinary Shares held by Powerflute in treasury).
The Extraordinary General Meeting shall be conducted in Finnish and in English.
In Helsinki, 30 September 2014
POWERFLUTE OYJ
The Board of Directors
For further information, please contact:
Powerflute Dermot Smurfit (Chairman) Marco Casiraghi (CEO) David Walton (CFO)
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c/o Oliver Winters, FTI Consulting +44 20 7831 3113 |
Numis Securities Mark Lander (Corporate Broking) Andrew Holloway / Jamie Lillywhite (Nominated Advisor)
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+44 20 7260 1000 |
FTI Consulting Oliver Winters Georgina Goodhew
| +44 20 7831 3113 |
About Powerflute
Powerflute is a paper and packaging group quoted on the AIM market of the London Stock Exchange (Ticker: POWR). The Group operates a paper mill in Kuopio, Finland which produces a specialised form of semi-chemical fluting made from locally sourced birch. Corrugated boxes manufactured using Nordic semi-chemical fluting 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.