TALV.L Regulatory News (TALV)

30 May 2007 07:03

Talvivaara Mining Company Ltd30 May 2007 The information contained herein is restricted and is not for publication,release or distribution, directly or indirectly, in or into the United States,Australia, Canada or Japan or to residents or citizens of Australia, Canada orJapan. This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by TalvivaaraMining Company Ltd ("Talvivaara" or the "Company") in due course in connectionwith the admission of the ordinary shares in the capital of the Company to theOfficial List of the Financial Services Authority and to trading on London StockExchange plc's main market for listed securities (the "Prospectus"). Copies ofthe Prospectus will, following publication, be available from the Company'sregistered office. 30 May 2007 Talvivaara Mining Company Ltd ("Talvivaara" or the "Company") Announcement of Offer Price of 250 pence per Ordinary Share Talvivaara today announces the successful pricing of its initial public offering(the "IPO") to institutional and certain other investors in the UK and elsewhereof Ordinary Shares on the main market of the London Stock Exchange (the"Offer"). Talvivaara is a Finnish company which aims to become aninternationally significant base metals producer with its primary focus onnickel and zinc using a technology known as bioheapleaching to extract metal outof low grade ore. The offer price has been set at 250 pence per Ordinary Share (the "OfferPrice"). • Based on the Offer Price, the market capitalisation of Talvivaara immediately following the Offer will be approximately £557 million. • The Offer comprises 84.3 million new Ordinary Shares, representing approximately 37.8% of the approximately 222.9 million Ordinary Shares in issue following completion of the Offer (which total includes the issue of 48.8 million new Ordinary Shares on conversion of convertible loan notes (the "Conversion Shares")). • The Company intends to use the proceeds from the Offer for: • Construction of general mine site infrastructure • Preparation of the site for production • Acquisition and/or lease of mining equipment • Acquisition and installation of water management equipment • Implementation and process engineering of the project • Acquisition and construction of metals recovery plant • General corporate purposes • The Ordinary Shares in the Offer are being placed with a broad base of institutional investors following a roadshow across the UK, Finland and Sweden with certain directors of the Company and employees of the Company. Approximately 5.5 million Ordinary Shares comprised in the Offer are being issued to Varma Mutual Pension Insurance Company ("Varma") and Suomen Tellisuussijoitus Oy ("Tesi") pursuant to a May 2007 bridge loan agreement. Approximately 10.9 million Ordinary Shares comprised in the Offer are being subscribed by Outokumpu Mining Ltd ("Outokumpu") pursuant to an option at a discount of 20 per cent. to the Offer Price. Outokumpu will hold 4.9% of the Ordinary Shares following the Offer and the issue of the Conversion Shares. • Conditional dealings will commence on the London Stock Exchange at 8: 00 am (London time) today under the ticker "TALV". • It is expected that Admission of the Ordinary Shares to the Official List of the Financial Services Authority and to trading on the London Stock Exchange's market for listed securities will become effective, and unconditional dealings will commence, at 8:00 am (London time) on Friday, 1 June 2007. • Directors of the Company (the "Directors"), employees and their related interests will continue to hold approximately 29.8% of the Ordinary Shares following the Offer and the issue of the Conversion Shares. The Directors have, save in limited circumstances, agreed to enter into lock-up arrangements for a total period of two years after Admission, under which they can dispose of up to 50% of all Ordinary Shares held by them after the first anniversary of Admission. In addition, the Company's two executive Directors, being Pekka Pera and Saila Miettinen-Lahde, are permitted to dispose of Ordinary Shares of up to a value of €500,000 after the first six months following Admission. Members of the Group's senior management have also agreed, save in limited circumstances, to enter into lock-up arrangements for a total period of two years under which they are permitted to dispose of their Ordinary Shares up to the value of €500,000 after the first six months following Admission, and further Ordinary Shares up to the value of €500,000 after the first anniversary of Admission. Commenting on today's announcement, Pekka Pera, Chief Executive Officer ofTalvivaara said: "Following completion of all other key preparatory stages for the development ofthe Talvivaara project and after this successful IPO the Company now has inplace the equity capital to continue full scale development. As both theCompany's CEO and a significant shareholder, I look forward to working with allof Talvivaara's IPO investors and shareholders over the coming years to delivervalue from this exciting project." The following individuals have been appointed to the Board of Directors: G. Edward Haslam Chairman of Board of DirectorsPekka Pera Chief Executive OfficerSaila Miettinen-Lahde Chief Financial OfficerGraham Titcombe Non Executive DirectorEileen Carr Non Executive DirectorEero Niiva Non Executive DirectorAntti Aaltonen Non Executive Director Any allocations under the Offer will be conditional on Admission. All dealingson the London Stock Exchange between commencement of conditional dealings andthe commencement of unconditional dealings will be on a "when issued" basis. Ifthe Offer does not become unconditional, all such dealings will be of no effectand any such dealings will be at the sole risk of the parties concerned. JPMorgan Cazenove Limited is Sponsor, Sole Global Co-ordinator and Bookrunnerfor the Offering. Nordea is Co-lead Manager. ENQUIRIES Talvivaara Mining Company Ltd Tel: +358 20 7129 800Pekka PeraSaila Miettinen-Lahde JPMorgan Cazenove Limited Tel: +44 207 588 2828Michael RawlinsonSteve BaldwinNeil Passmore Merlin Tel: +44 207 653 6620David SimonsonTom Randell This announcement is for information only and does not constitute an invitationto underwrite, subscribe or otherwise acquire or dispose of any ordinary sharesin the capital of the Company. The contents of this announcement, which have been prepared by and are the soleresponsibility of the Company, have been approved solely for the purposes ofsection 21(2)(b) of the Financial Services and Markets Act 2000 by JPMorganCazenove Limited of 20 Moorgate, London EC2R 6DA who are acting exclusively forthe Company and no one else in connection with the Offering. JPMorgan Cazenove Limited will not regard any other person (whether or not arecipient of this announcement) as its clients and will not be responsible toanyone other than the Company for providing the protections afforded to itsclients nor for giving advice in relation to the Offering, the contents of thisannouncement or any transaction or arrangement referred to herein. This announcement may not be distributed, directly or indirectly, in or into theUnited States, Canada, Australia or Japan. This announcement does not constituteor form part of an offer to sell or issue, or any solicitation of an offer tobuy or subscribe for, any securities referred to herein in the United States orin any other jurisdiction. The Offering and the distribution of thisannouncement and other information in connection with the Offering in certainjurisdictions may be restricted by law and persons into whose possession anydocument or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any suchjurisdiction. This announcement does not amount to, nor should it be construedas, an "offer to the public" in relation to South African residents. The securities mentioned herein have not been, and will not be, registered underthe U.S. Securities Act of 1933 as amended (the "Securities Act"), and may notbe offered or sold in the United States (as such term is defined in Regulation Sunder the Securities Act) unless they are registered under the Securities Act orpursuant to an exemption from the registration requirements of the SecuritiesAct. No public offer of the ordinary shares is being made in the United Statesor elsewhere. The price and value of securities may go up as well as down. Persons needingadvice should contact a professional adviser. This information is provided by RNS The company news service from the London Stock Exchange