7 May 2009 08:30
Stock exchange release, 7 May 2009
TALVIVAARA APPLIES FOR SECONDARY LISTING ON NASDAQ OMX HELSINKI
The Board of Directors of Talvivaara Mining Company Plc ("Talvivaara") has today decided to apply for the secondary listing of Talvivaara's shares on NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange"). The listing application has been submitted to the Helsinki Stock Exchange earlier today. The secondary listing on the Helsinki Stock Exchange is expected to commence on 11 May 2009. Talvivaara's shares have been listed on the main market of the London Stock Exchange since 1 June 2007.
Chief Executive Officer Pekka Perä: "The listing of our shares in London has served us very well, and we remain committed to the world's most important market for mining and metal shares. However, it has often proved difficult for Finnish retail investors to buy our shares in London. I believe that we are an interesting investment for many Finns, being both a Finnish company and one of the fastest growing industrial companies in our country.
As a result of our Helsinki listing, investing in our shares will become much easier for Finnish retail investors. At the same time, investing in our shares will be simpler for funds that invest in the Euro area and the Nordic countries. Nearly all employees of Talvivaara own shares or stock options in the company, and the management of our employees' holdings will also become significantly easier through a stock exchange operating in Finland."
Talvivaara has prepared a summary in connection with its application to have Talvivaara's shares admitted to public trading on the Helsinki Stock Exchange. The summary is available at Talvivaara's website at www.talvivaara.com.
Talvivaara intends to comply with the Finnish Securities Market Association's Finnish Corporate Governance Code 2008 from the date of listing of Talvivaara's shares on the Helsinki Stock Exchange. Talvivaara will continue to comply with the UK Combined Code on Corporate Governance to the extent appropriate taking into account the size and the development stage of the Talvivaara Group.
As a Finnish company listed on the London Stock Exchange, Talvivaara is subject to both the Finnish Securities Market Act's regulations on regular and ongoing disclosure obligations and the Listing Rules and the Disclosure and Transparence Rules of the UK Financial Services Authority. As a result of the listing of Talvivaara's shares on the Helsinki Stock Exchange, Talvivaara will also be subject to the rules of the Helsinki Stock Exchange.
Talvivaara is currently subject to the Finnish Securities Market Act's provisions on public tender offers relating to, among others, the ownership levels that trigger a mandatory tender offer obligation and certain other matters. Following the listing of Talvivaara's shares on the Helsinki Stock Exchange, Talvivaara will become subject to the Finnish Securities Market Act's regulations on public tender offers in their entirety. Following the listing of Talvivaara's shares on the Helsinki Stock Exchange, The City Code on Takeovers and Mergers will no longer apply to Talvivaara. However, Talvivaara does not expect this to result in any material changes in the position of Talvivaara's shareholders in a takeover situation. A brief summary of the Finnish takeover rules is set out below.
The Directive 2004/25/EC of the European Parliament and of the Council on takeover bids (the Takeover Directive) was implemented in Finland on July 1, 2006. Pursuant to the Finnish Securities Markets Act, a shareholder whose holding in a listed company increases above three-tenths or above one-half of the total voting rights attached to the shares of the company, calculated in accordance with the Securities Markets Act, after the commencement of a public quotation of such shares, must make a mandatory tender offer to purchase the remaining shares and other securities entitling its holder to shares of such company for fair market value. If the securities that caused the above-mentioned limits to be reached have been purchased by a voluntary tender offer, which has been made for all shares and other securities of the target company entitling its holder to shares of such company, the obligation to make a mandatory tender offer will not be triggered. If the target company has one shareholder whose holding of the voting rights attached to the shares exceeds an above-mentioned limit, the other shareholder will not be obliged to make a tender offer until its holding exceeds the holding of this former shareholder. If a shareholder exceeds the above-mentioned limit solely due to acts by the company or another shareholder, the shareholder exceeding such limit will not be obliged to make a mandatory tender offer before purchasing or subscribing more shares in the target company or otherwise increasing its holding of voting rights attached to the shares in the target company.
The Finnish Securities Market Act contains provisions for determining the fair market price to be paid in connection with a mandatory tender offer. Generally, the fair market price to be offered by a bidder should correspond to the highest price paid by the bidder for the securities subject to the mandatory tender offer during a period of six months preceding the triggering of the obligation to make the mandatory tender offer. In the event a bidder has not purchased any such securities during the six-month period, the starting point for determining the fair market price shall be the volume-weighted average price paid for the securities in public trading during a period of three months preceding the triggering of an obligation to make the mandatory tender offer. If a bidder purchases securities of the target company at a higher price than the offer price offered in its tender offer during a period of nine months from the expiry of the tender offer period, it must pay the balance of any such higher price and the offer price to the persons who tendered their securities in the tender offer.
Enquiries:
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Perä
Saila Miettinen-Lähde
Merlin Tel. +44 207 653 6620
David Simonson
Tom Randell
Anca Spiridon
Cocomms Tel. +358 9 6689 6925
Anna-Mari Tiilikainen
About Talvivaara Mining Company Plc.
Talvivaara is a Finnish mining company operating a large open pit nickel mine in Sotkamo, Finland. Talvivaara aims to become an internationally significant base metals producer with its primary focus on nickel and zinc using a technology known as bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction of metals from low grade ore economically viable. The Talvivaara deposits comprise one of the largest known sulphide nickel resources in Europe. The ore body is sufficient to support anticipated production for over 60 years. Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main output of nickel and cobalt to Norilsk Nickel. Talvivaara is listed on the London Stock Exchange Main Market and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.