Talvivaara Mining Co.

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Re: Talvivaara Mining Co.

Berichtdoor Banner » 28 Jan 2016 12:51

Talvivaara has signed a letter of intent for the sale of mining-related assets to Terrafame

Stock Exchange Release
Talvivaara Mining Company Plc
28 January 2016



Talvivaara has signed a letter of intent for the sale of mining-related assets to Terrafame


Talvivaara Mining Company Plc ("Talvivaara"), Terrafame Group Ltd, Terrafame Ltd and Winttal Ltd, a subsidiary of Terrafame Group Ltd, have signed a letter of intent, in which the parties provisionally agree on the essential terms and conditions for the sale of Talvivaara's assets related to the Sotkamo mining operations. Assets to be sold include, among others, the lime plant needed in the Sotkamo operations, laboratory business, as well as ownership of the geological data associated with the mine. In addition, the parties have agreed on the transfer of the laboratory personnel to Terrafame Ltd as old employees, as well as on the possibility of Terrafame Ltd to recruit Talvivaara's key personnel working at the mine.

Upon completion of the arrangements set out in the Letter of Intent, Terrafame Ltd shall pay to Talvivaara a total net purchase price of EUR 3.8 million. The transaction is subject to certain conditions, which are described in more detail under the heading "Timetable and conditions for the completion of the arrangements".

As part of the Letter of Intent, it has also been provisionally agreed that, Talvivaara will have a possibility to become owner of Terrafame Ltd with a stake of at least 10.1 per cent of the shares and votes, if Talvivaara can successfully raise the necessary funds for the investment. Talvivaara would have right to use the option between 1 November 2016 and 30 April 2017, prior to which period the parties would agree on the terms and conditions of the investment, including the applicable subscription price and the key terms of the shareholders' agreement. The parties may also agree on a stake greater than 10.1 per cent. Terrafame Group Ltd may redeem the Talvivaara share subscription option by notifying Talvivaara of the redemption no later than 31 October 2016 and by paying a separate redemption fee of EUR 3.8 million to Talvivaara. The intention of the parties is to agree on more detailed terms and conditions for Talvivaara's share subscription option separately in a subscription right agreement to be negotiated as a part of the detailed agreements.

The essential terms for the sale of Talvivaara's assets

It has been preliminarily agreed that the contemplated arrangement under the Letter of Intent would consist of two separates phases:

In the first phase, Terrafame Ltd will buy the laboratory business required in the production process, and the geological data associated with the Sotkamo mine. The laboratory personnel will be transferred to Terrafame Ltd's employment as old employees. In addition, the possibility for Talvivaara's key personnel working at the mine to transfer to Terrafame Ltd's service will be agreed. In the first phase of the arrangement, Terrafame Ltd will pay a purchase price of EUR 3.8 million to Talvivaara.

Upon completion of the second phase of the arrangement, Terrafame Ltd will buy from Talvivaara the lime plant required in the production process of the mine. Terrafame Ltd shall pay to Talvivaara a purchase price of EUR 12.5 million. Simultaneously, Talvivaara will pay to Winttal Ltd EUR 3.8 million as a full and final settlement of Talvivaara's debts and liabilities, which were transferred to Winttal Ltd from Nyrstar Sales & Marketing AG in December 2015. These debts and liabilities comprise of Talvivaara's guarantee liability of approximately EUR 12.8 million under the Loan and Streaming Holiday Agreement and a guarantee liability for a termination sum of approximately EUR 203.4 million the Zinc in Concentrate Purchase Agreement, which thereby shall be considered fully and finally settled upon completion of the arrangement.


In addition, as part of the arrangements, Terrafame Group Ltd will acquire debts of Talvivaara from certain commercial banks and Finnvera Plc, with a nominal value of approximately EUR 129.6 million. These debts are considered restructuring debts under Talvivaara's draft restructuring programme, which will receive a payment of EUR 7.5 million under the business mortgage claims, whilst the unsecured part of the debts would be paid approximately EUR 1.2 million. Upon completion of the second phase of the arrangements, Talvivaara shall pay to Terrafame Group Ltd for the debts transferred by the commercial banks and Finnvera Plc a total sum of EUR 8.7 million in accordance with the final restructuring programme.

The difference between the total purchase price and the sums payable by Talvivaara to Terrafame entities on the basis of Talvivaara's debts is thus EUR 3.8 million, which Terrafame Ltd will pay to Talvivaara as a net purchase price for all assets transferred.

Upon completion of the arrangements under the Letter of Intent, all main assets of Talvivaara currently generating income for Talvivaara would transfer to Terrafame Ltd. However, the completion of the arrangements would enable the completion of Talvivaara's corporate restructuring proceedings and the payments to the creditors under the restructuring programme, and it would facilitate the development of Talvivaara's existing and potential new business opportunities.

In connection with arrangements, Terrafame entities undertake to accept the cuts proposed in Talvivaara's draft restructuring programme and not to appeal the district court decision confirming the restructuring programme.

Timetable and conditions for the completion of the arrangements

The signed Letter of Intent is, with certain limited exceptions, legally non-binding and conditional upon the detailed agreements concerning the arrangement being finalized and accepted by all parties no later than 3 February 2016, or on another date agreed by the parties, at which instant the first phase of the arrangements would be completed.

The second phase of the arrangements is also conditional on the approval by Talvivaara's General Meeting of Shareholders and on confirmation of Talvivaara's restructuring programme with a targeted dead line of 30 April 2016. The whole arrangement under the Letter of Intent is also conditional on a favorable decision by the Vaasa Administrative Court on Nuasjärvi discharge pipe line, enabling the continuance of Terrafame's mining operations.

However, there is no guarantee that Talvivaara and Terrafame entities will be able to successfully agree on the detailed contracts required by the arrangement or, if the said contracts are entered into, that the arrangements can be successfully completed in their entirety. If Talvivaara and Terrafame entities fail to enter into the above mentioned detailed agreements for any reason, or if the arrangements do not reach completion in their entirety, this is likely to result in Talvivaara's bankruptcy, unless other options have become available by then.



Enquiries

Talvivaara Mining Company Plc. Tel. 020 7129 800

Pekka Perä, CEO
Pekka Erkinheimo, Deputy Ceo
FAQ kunnen gesteld worden op de chat tijdens de kantooruren.
Van 7u tot 12u en van 14u tot 17.30u. Bedankt voor het begrip.
Respons binnen de 24u.

B.


Leonidas
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Re: Talvivaara Mining Co.

Berichtdoor Leonidas » 10 Feb 2016 12:37

Het is voor mij al weer een tijdje geleden dat ik hier nog een kijkje kwam nemen. Wie volgt deze nog allemaal? Wie gelooft er nog in dat hier iets uitkomt? Ik volg het de laatste tijd wat meer vanop afstand, maar ik heb nog altijd wat geld geparkeerd staan bij deze Finnen.

Heeft iemand een uitleg voor onderstaande:
http://www.talvivaara.com/investors/Sha ... areholders" onclick="window.open(this.href);return false;
13. Oinonen Markku Tapio 3,501,155 0.17 +900,000 +34.60

Voor het eerst sinds november 2014 beweegt er wat. Wie zijn ze en vooral wat drijft hen?

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Re: Talvivaara Mining Co.

Berichtdoor Geert » 15 Feb 2016 08:18

Ik heb ook nog een pak kapitaal in Finland.
Mocht er echt geen hoop meer zijn was de boel al lang op de fles.
De vraag is natuurlijk wat zal het aandeel nog waard zijn.

David1972
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Re: Talvivaara Mining Co.

Berichtdoor David1972 » 08 Mar 2016 06:53

http://hugin.info/136227/R/1992349/733242.pdf" onclick="window.open(this.href);return false;

Geert
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Re: Talvivaara Mining Co.

Berichtdoor Geert » 22 Nov 2016 08:30

Finland gaat geld pompen in Talvivaara, dit geeft bestaande aandeelhouders terug wat hoop?
Of moeten we er niet meer op rekeknen?

Helsinki (AFP) - Finland's government decided Friday to grant new public funding for its troubled Talvivaara mine, cancelling a previous plan to permanently close what was once the European Union's biggest nickel mine.

The unprofitable mine fell into the state's hands in 2014, when its private operator Talvivaara Sotkamo went bankrupt after two major leaks spilt toxic levels of nickel, cadmium, uranium, aluminium and zinc into nearby lakes and rivers of the Kainuu region, situated around 500 kilometres (300 miles) north of Helsinki.

After having invested over 700 million euros ($762 million) of public money in the mine over the years, the government announced last May a plan to begin its gradual shutdown by the end of this year, followed by expensive environmental clean-up operations.

But on Friday, Finland's Minister of Economic Affairs Olli Rehn changed his mind.

The government "backs an additional funding of 100 million euros for Terrafame," Rehn told reporters in Helsinki, referring to the mine's current operator, publicly-owned Terrafame Ltd.

"The premises for reaching profitability in the mining activities are realistic now," he added, citing rising nickel and zinc prices and Terrafame's efforts to put the business back on track.

The company has rapidly increased its production and its sales are expected to exceed 100 million euros this year, but Terrafame's head Lauri Ratia admitted losses are still piling up at a rate of 10 million euros a month.

"We aim at our cash flow turning positive by the beginning of 2018," Ratia said.

Rehn said the fresh public funding allowed for negotiations to continue with investors on finding a new private owner for the mine, but he refused to reveal any names.

He said the mine and the activities around it account for around ten percent of the region's gross domestic product.

But some locals are furious at the government for allowing the mine to continue its operations.

To resolve the mine's flooding problem, Terrafame has built a discharge pipe to release refined waste waters into another nearby lake.

Pekka Pera, the founder and former chief of Talvivaara mine, was ordered to pay a fine of some 20,000 euros ($22,700) last May over toxic dumping while two other executives were ordered to pay smaller sums.

All three have appealed.

Leonidas
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Re: Talvivaara Mining Co.

Berichtdoor Leonidas » 25 Nov 2016 14:04

Stock Exchange Release
Talvivaara Mining Company Plc
24 November 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The Board of Directors of Talvivaara Mining Company Plc has decided on a directed conversion issue in accordance with the draft restructuring programme


Pursuant to the authorisation granted by the annual general meeting of shareholders of Talvivaara Mining Company Plc ("Talvivaara" or the "Company") held on 25June2015, the Board of Directors of Talvivaara has decided on a directed conversion issue (the "Share Issue") in accordance with the draft restructuring programme.

The Company offers up to 4,000,000,000 new shares for subscription in the Share Issue in deviation from the shareholders' pre-emptive subscription right. All holders of unsecured restructuring debt (a "Creditor") in accordance with the Company's draft restructuring programme, dated 10April2015, have the right to subscribe for new shares. According to the draft restructuring programme, a Creditor may not convert its receivable partially.

The subscription price per new share is EUR 0.1144, which will be paid in its entirety by setting off the debt receivable of the Creditor from the Company against the subscription price of the new shares. Fractional shares will not be issued and the number of shares issued to the Creditors will be rounded down to the nearest whole share. The subscription price has been set in the draft restructuring programme. Offsetting and payment for the new shares issued in the Share Issue takes place upon the approval of the subscriptions by the Board of Directors. The subscription price for the new shares will be recorded in its entirety in the invested unrestricted equity fund of the Company. The Share Issue, when completed, will reduce the Company's debt but will not raise any proceeds for the Company.

The subscription period for the new shares will commence on 28 November 2016 at 10:00 a.m. (Finnish time) and end on 22 December 2016 at 4:00 p.m. (Finnish time). The subscription period may, at the Board of Directors' sole discretion, be discontinued or shortened or extended. The subscription period can be changed once or several times but the subscription period may expire at the earliest on 22December2016 at 4:00 p.m. (Finnish time) and will not be extended beyond 20January2017 4:00 p.m. (Finnish time).

As a result of the Share Issue, the number of shares in Talvivaara may increase up to 6,108,154,152shares. The new shares carry the shareholders' rights in Talvivaara after the registration of the new shares in the trade register, on or about 28 December 2016.

The terms and conditions of the Share Issue have been attached to this stock exchange release.

The offering circular related to the Share Issue (the "Offering Circular") will be available on 25November2016 on Talvivaara's website at http://www.talvivaara.com/conversion_issue and at Talvivaara's registered office located at Ahventie4B47, FI-02170 Espoo, Finland.

Talvivaara will announce the results of the Share Issue after the expiration of the subscription period.

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Pekka Erkinheimo, Deputy CEO

DISCLAIMER

This announcement is an advertisement and not a prospectus and Creditors should not subscribe for any shares referred to in this announcement except on the basis of information in the applicable prospectus published by Talvivaara in connection with the Share Issue.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus published or distributed by Talvivaara.

Talvivaara has not authorised any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Leonidas
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Re: Talvivaara Mining Co.

Berichtdoor Leonidas » 25 Nov 2016 14:05

TERMS AND CONDITIONS OF THE SHARE ISSUE

Share Issue Resolution

Pursuant to the authorisation granted by the annual general meeting of shareholders of the Company held on 25June2015, the Board of Directors decided on 24November2016 on a Share Issue in which the Company offers up to 4,000,000,000new shares (the "New Shares") to the Creditors in deviation from the shareholders' pre-emptive subscription right, to be subscribed for in accordance with the terms and conditions set herein. The Company will offer the Creditors an opportunity to exchange their receivables for New Shares in accordance with the draft restructuring programme (the "Draft Restructuring Programme"). The completion of the Share Issue in accordance with the Draft Restructuring Programme is one of the Draft Restructuring Programme's special conditions, which must be fulfilled prior to the confirmation of the Draft Restructuring Programme by the District Court of Espoo. Therefore, there has been an especially weighty financial reason for the Company to deviate from the pre-emptive subscription right of a shareholder.

General Terms and Conditions of the Share Issue

New Shares

The Company offers up to 4,000,000,000New Shares for subscription in the Share Issue, which will be carried out in the form of a directed conversion issue.

As a result of the Share Issue, the number of Shares may increase from the current 2,108,154,152Shares up to 6,108,154,152Shares. The New Shares represent approximately 65percent of the Shares and approximately 68percent of the votes carried by the Shares after the Share Issue, assuming that all of the New Shares offered in the Share Issue will be subscribed for.

Subscription Right

The New Shares will be offered to the Creditors for subscription as an offset against their restructuring debt. As at the date of the Offering Circular, the aggregate amount of the Company's unsecured restructuring debt, which entitle to subscribe for New Shares, is EUR449.0million. All holders of unsecured restructuring debt in accordance with the Company's Draft Restructuring Programme have the right to subscribe for New Shares in the Share Issue. According to the Draft Restructuring Programme, a Creditor may not convert its receivable partially.

Upon the completion of the Share Issue, the ownership of a current shareholder in the Company that does not subscribe for New Shares as a Creditor in the Share Issue, will be immediately diluted approximately 65percent if the maximum number of New Shares (i.e., 4,000,000,000 New Shares) are issued in the Share Issue.

Undersubscription/Oversubscription Situations

Not applicable. An undersubscription situation is not possible because there is no minimum number of New Shares to be subscribed for in the Share Issue. An oversubscription situation is not possible because the Share Issue is limited to the maximum amount of the Creditors' unsecured debt claims. Persons other than Creditors do not have the right to subscribe for the New Shares.

Subscription Price and Payment of Subscriptions

The subscription price per New Share is EUR0.1144, which will be paid in its entirety by setting off the restructuring debt receivable of the Creditor from the Company against the subscription price of the New Shares. The currency for the issue is euro. Fractional shares will not be issued and the number of shares issued to the Creditors will be rounded down to the nearest whole share. The subscription price has been set in the Draft Restructuring Programme. Offsetting and payment for the New Shares issued in the Share Issue takes place upon the approval of the subscriptions by the Board of Directors. The subscription price for the New Shares will be recorded in its entirety in the invested unrestricted equity fund of the Company.

Subscription Period

The subscription period for the New Shares will commence on 28November2016 at 10:00a.m. and end on 22December2016 at 4:00 p.m. (Finnish time).

The subscription period may, at the Board of Directors' sole discretion, be discontinued or shortened and extended. The subscription period can be changed once or several times but the subscription period may expire at the earliest on 22December2016 at 4:00 p.m. (Finnish time) and will not be extended beyond 20January2017 4:00 p.m. (Finnish time).

Any changes to the subscription period will be announced through a stock exchange release prior to the extension of the subscription period. A stock exchange release concerning discontinuation of the subscription period will be released after the subscription period has been discontinued. The Company cannot change or discontinue the subscription period between 9:30 a.m. and 4:30 p.m. (Finnish time) or change the subscription period after the subscription period has expired.

If the subscription period is changed, the approval date of the subscriptions, the due date of the payments and the delivery date of the New Shares will be changed accordingly.

In respect of the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015, the Creditors must note any instructions given by their account operators in respect of the earlier deadlines for submitting subscription orders.

Subscription Place

In respect of Creditors other than the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015, the Company will itself take subscription orders from the Creditors entitled to participate in the Share Issue at the Company's headquarters. The subscription orders can be submitted to the Company (i)by email (scanned) to investors@talvivaara.com; (ii)by mail to Talvivaara Mining Company Plc, Ahventie 4B47, FI-02170 Espoo, Finland; or (iii)personally at the Company's headquarters at address Talvivaara Mining Company Plc, Ahventie 4B47, FI-02170 Espoo, Finland, during weekdays between 9:00a.m. and 3:30p.m. (Finnish time).

In respect of the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015, the Creditors must submit their subscription order in accordance with the instructions given by the account operator. The holders of the bonds issued by the Company maturing in 2017, which have a book-entry account in Euroclear Finland Ltd ("Euroclear Finland"), can contact S-Pankki Oy with any questions relating to subscription (S-Pankki Oy (FIM Arvopaperipalvelut), email: asiakaspalvelu@fim.com, phone: +358 (0)9 6134 6250). In respect of the holders of the convertible bond issued by the Company matured in 2015, the Creditors can contact The Bank of New York Mellon with any questions relating to subscription (email: eventsadmin@bnymellon.com, phone: +44 20 7964 4958).

The Company has retained S-Pankki Oy to act as the issuer's agent in the Share Issue. S-Pankki Oy will, together with the Company, manage the registration of subscriptions to book-entry accounts and organise the listing of the New Shares on the official list of the Helsinki Stock Exchange and the book-entry account entries concerning the conversion of debts.

Approval and Registration of the Subscriptions

The New Shares will be registered in the trade register maintained by the Finnish Patent and Registration Office ("the "Trade Register") by the Company as soon as practically possible after the approval of the subscriptions of the New Shares. Provided that the subscription period is not changed, the Company expects that the New Shares will be registered in the Trade Register on or about 28December 2016.

The New Shares subscribed for in the Share Issue will be issued as book-entry securities in the book-entry system maintained by Euroclear Finland. Provided that the subscription period is not changed, the New Shares will be registered to the subscribers' book-entry accounts on or about 28December 2016.

Trading in the New Shares

The Company will submit an application for the New Shares to be listed on the official list of the Helsinki Stock Exchange. The New Shares are expected to be listed on the official list of the Helsinki Stock Exchange on or about 29December2016. Trading in the Shares has been suspended since 6 November 2014. The suspension of trading in the Shares is expected to continue after the Share Issue until the Helsinki Stock Exchange makes a decision to recommence the trading or the Shares are delisted from the official list of the Helsinki Stock Exchange.

The trading code of the Shares is TLV1V and the ISIN code is FI0009014716.

Shareholder Rights

The New Shares carry the shareholders' rights after the registration in the Trade Register and the subscriber's book-entry account.

Cancellation of the Subscriptions

A notice regarding the exercise of the conversion right is irrevocable and binding on the Creditor and it cannot be changed or cancelled, otherwise than in the situations provided for in the Finnish Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets Act"). The corporate law measures relating to the conversion of debts, including share subscriptions, are final and irrevocable. It is not possible to convert the subscription price for New Shares back into restructuring debt claims. Those Creditors whose claims will be converted into the New Shares will be deemed to have received a payment on their restructuring debt in accordance with the Draft Restructuring Programme and those Creditors do not have any right to payments in accordance with the payment programme.

Measures relating to the Share Issue will be permanent even if the Draft Restructuring Programme could not be confirmed or if the Restructuring Programme would, for any reason, discontinue or lapse.

The Company has the right to reject a subscription, either partially or wholly, if the subscription has not been made in accordance with the terms and conditions set herein or more detailed instructions provided by the Company.

Cancellation Right Provided for in the Finnish Securities Markets Act

According to the Finnish Securities Markets Act, the Company has an obligation to supplement the Offering Circular until the expiration of the offering period or until the listing of the New Shares due to such false or omitted information contained in the Offering Circular or material new information that has become known before the expiration of the offering period and that may be of material significance to the investors. The supplement will be published in the same manner as the Offering Circular.

If the Offering Circular will be supplemented, the Creditors who have subscribed for New Shares before the publication of the supplement, have the right to cancel their subscription. The cancellation right has to be exercised during the cancellation period, which cannot be less than two banking days following the publication of the supplement to the Offering Circular. The cancellation of the Creditor's subscription will be considered to apply to the Creditor's entire subscription. In addition, the use of the cancellation right requires that an error, omission or material new information has become known prior to the New Shares have been delivered to the subscribers. The Company will announce the measures relating to a possible cancellation of subscription through a stock exchange release. Subscriptions shall be cancelled by informing the Company by email, or with regard to the holders of the bonds issued by the Company maturing in 2017 and of the convertible bonds matured in 2015 through the account operator, in the same manner as the subscription order was delivered.

The Company's Right to Cancel the Share Issue

The Company may, at its sole discretion, decide not to complete the Share Issue. If the Share Issue is not completed, the subscriptions made by the Creditors would be cancelled automatically. The cancellation of the Share Issue would be announced through a stock exchange release. The Share Issue is a special condition set for the confirmation of the Draft Restructuring Programme. The cancellation of the Share Issue could result in the special conditions of the Draft Restructuring Programme not being fulfilled within the set time limit, which, in turn, would result in the Draft Restructuring Programme not being confirmed.

Disbursements and Expenses

No transfer tax or service charge will be payable for subscription of the New Shares. Account operators will charge fees in accordance with their price lists for the maintenance of the book-entry account and for depositing shares.

Governing Law

The Share Issue and the New Shares are governed by the laws of Finland. Any disputes arising in connection with the Share Issue will be settled by a court of competent jurisdiction in Finland.

Other Issues

Other issues relating to the Share Issue may be resolved by the Board of Directors.

For more information relating to the subscription of the New Shares, see "-Instructions for the Subscribers in the Share Issue" below.

Instructions for the Subscribers in the Share Issue

Prior to making a decision, a person considering subscribing for New Shares should carefully review the information contained in the Offering Circular, and in particular, the information presented in "Risk Factors" in the Offering Circular.

Subscription Period

The subscription period for the New Shares will commence on 28November 2016 at 10:00a.m. (Finnish time) and end on 22December 2016 at 4:00p.m. (Finnish time).

Registration of Shares to Book-Entry System

The New Shares will be registered to and issued in a book-entry system maintained by Euroclear Finland and will be delivered to the Creditors through the book-entry system maintained by Euroclear Finland. The subscribers should, at a sufficiently early stage, ensure that they have a book-entry account in the book-entry system maintained by Euroclear Finland.

Subscription by Entities

The Company may, at its sole discretion, request clarifications from an entity subscribing for New Shares proving that the entity making the subscription has the right to subscribe for New Shares and that the natural persons acting on the entity's behalf have the right to act on behalf of such entity.

Subscription as an Agent

The Creditors can subscribe for the New Shares offered in the Share Issue through an agent. In such case, the agent must present his/her authority to act on behalf of the Creditor by presenting a power of attorney in the form approved by the Company.

Fees Will Not Be Charged to Creditors

The expenses of subscription of New Shares will not be charged to the Creditors by the Company.

Customary fees relating to ordinary stock transactions may be charged to the Creditors by custodians, account operators and stock brokers.

Custodians and account operators will charge fees in accordance with their price list for the maintenance of the book-entry account and for the entries registered in the book-entry account.

Taxation

See "Taxation" in the Offering Circular for information on the taxation of the subscription of the New Shares.

Contracts Relating to the Share Issue

S-Pankki Oy is acting as issuer's agent in relation to the registration and listing of the New Shares.

There are no lock-up arrangements relating to the Share Issue.

Entities acting as intermediaries in secondary markets have not given commitments in order for them to enhance the liquidity of the New Shares through bid and offer rates.

No arrangements or agreements have been made in order to stabilise the price of the Shares in connection with the Share Issue.

Leonidas
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Re: Talvivaara Mining Co.

Berichtdoor Leonidas » 25 Nov 2016 14:07

Ik moet dit straks op mijn gemak nog eens allemaal bekijken, maar het is duidelijk nog niet over. Wie heeft hier nog geld geparkeerd staan? Wat zijn jullie bevindingen?

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Re: Talvivaara Mining Co.

Berichtdoor emma » 25 Nov 2016 15:38

Leonidas schreef:Ik moet dit straks op mijn gemak nog eens allemaal bekijken, maar het is duidelijk nog niet over. Wie heeft hier nog geld geparkeerd staan? Wat zijn jullie bevindingen?


Ik heb er ook nog 55000 stuks staan aan gem. 0.031

Het ziet er naar uit na 2 jaar schorsing dat we hopelijk begin 2017 weer zullen noteren.
Ik begrijp wel niet aan welke koers we na verwatering opnieuw zullen noteren.

Mvg, Emma

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Re: Talvivaara Mining Co.

Berichtdoor charliesheen » 26 Nov 2016 10:57

Ik heb er 100.000 van staan. Wel enkele keren kunnen profiteren van de ups & downs voordien, maar helaas ermee blijven zitten.
kbc - ageas - SBM - - Arcelor - talvivaara :-/

No regrets.