ATRIA GROUP PLC'S EXTRAORDINARY GENERAL MEETING, 11 NOV. 2003
Atria Group plc's extraordinary general meeting of the shareholders on 11
November 2003 decided, in accordance with the proposal of the Board of
Directors, to raise the share capital through a rights offering based on
shareholders' pre-emptive right to subscribe for shares. The company's share
capital will be increased by means of the rights offering by an amount that
shall be not less than EUR 1.70 and not more than EUR 8,964,409.40, by issuing a
minimum of one (1) and a maximum of 5,273,182 new Series A shares.
Atria Group plc shareholders will receive one subscription right for each share
they own on the record date, 14 November 2003. Shareholders, or persons to whom
the subscription rights of a shareholder have been transferred, have the right
to subscribe for one new Series A share for three subscription rights at a price
of EUR 5.00 per share. The new shares entitle their holders to full dividends
for the present financial period. The subscription period of the share issue
will begin on 19 November 2003 and end on 12 December 2003. The subscription
rights will be traded on Helsinki Exchanges from 19 November 2003 to 5 December
2003.
The share issue will gather about EUR 26.4 million of new shareholders' equity.
The funds acquired by means of the share issue will primarily be used to
strengthen the Group's capital structure for its drive to expand its
international operations and to finance related investments.
In addition, the general meeting approved the Board of Directors' proposal to
amend §5 of the Articles of Association as follows:
§5 Share series
The minimum number of the company's Series KII shares shall be 6,300,000 and the
maximum number shall be 29,500,000 and the minimum number of Series A shares
shall be 6,200,000 and the maximum number shall be 20,000,000.
In other respects, §5 will remain in force without amendments.
ATRIA GROUP PLC
Seppo Paatelainen
President
DISTRIBUTION
Helsinki Exchanges
Principal media
Not for release, publication or distribution in Australia, Canada, France, Hong
Kong, Japan, South Africa, Spain or the United States.
The information contained in this bulletin is not for publication or
distribution in or into the United States of America. This bulletin does not
constitute an offer of securities for sale in the United States or to citizens
of the United States or on behalf of such persons, absent an exemption from
registration as provided in the US Securities Act of 1933 and the rules and
regulations thereunder. The share issue and the securities to be issued therein
will not be registered or publicly offered in the United States.
This bulletin may not be delivered to any person in the United Kingdom other
than those specified in Article 19(1) or Article 49(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2001.
This bulletin does not constitute an offer to sell, or a solicitation of an
offer to buy, securities, nor may these securities be sold in any jurisdiction
in which it would be illegal to make such an offer, solicitation or sale absent
registration, an exemption from registration or any other authorisation in
accordance with the securities legislation of the country in question.
ANNEX: TERMS AND CONDITIONS OF THE SHARE ISSUE
RAISING OF THE SHARE CAPITAL THROUGH A SHARE ISSUE AND THE NUMBER OF SHARES
The Company's share capital will be raised through a rights offering based on
shareholders' pre-emptive right to subscribe for shares by an amount that shall
be not less than EUR 1.70 and not more than EUR 8,964,409.40, by issuing a
minimum of one (1) and a maximum of 5,273,182 new Series A shares having a
nominal value of EUR 1.70 ("Share Issue"). The Series A shares that shall be
issued in the Share Issue will represent 25 per cent of the number of the
Company's shares and about 0.5 per cent of the votes conferred by them after the
Share Issue, provided that the Share Issue is subscribed for in full.
SUBSCRIPTION RIGHTS AND SUBSCRIPTION RATIO
Primary pre-emptive subscription rights
Shareholders who are registered in the Company's shareholder register maintained
by Finnish Central Securities Depository Ltd on the record date, 14 November
2003 ("Record Date"), or persons to whom the subscription rights of a
shareholder have been transferred, have the right to subscribe for one (1) new
Series A share for each three (3) Series A or KII shares at a price of EUR 5.00
per share. Share fractions cannot be subscribed for. A shareholder will receive
one subscription right as a book-entry security ("Subscription Right") for each
old share that he owns on the Record Date.
The Subscription Right conferred by the primary pre-emptive subscription right
is freely transferable. Subscriptions are binding and can neither be changed nor
annulled.
Secondary pre-emptive subscription rights
Shareholders who are registered in the Company's shareholder register on the
Record Date, 14 November 2003, and who have exercised their primary pre-emptive
subscription rights, can, on the basis of their secondary pre-emptive
subscription rights, subscribe for new shares left unsubscribed on the basis of
primary pre-emptive subscription rights at a price of EUR 5.00 per share. If a
shareholder wishes to subscribe for shares in the secondary subscription, he
must announce, during the primary subscription, the number of shares he wishes
to subscribe for on the basis of his secondary pre-emptive subscription rights.
Secondary pre-emptive subscription rights are non-transferable. Subscriptions
are binding and can neither be changed nor annulled.
Subscription rights of parties decided on by the Board of Directors
The Board of Directors shall have the right to decide that the Company will
offer the shares for which the primary and secondary pre-emptive rights of
shareholders to subscribe for shares has been left unused for subscription to
parties decided on by the Board of Directors at the same price as the shares
offered on the basis of shareholders' pre-emptive subscription rights.
Subscriptions made on the basis of this Board decision must be made and the
shares paid for by 19 December 2003.
RECORD DATE
The Record Date entitling shareholders to subscribe for shares in the Share
Issue is 14 November 2003.
SUBSCRIPTION PERIOD
The subscription period for subscriptions on the basis of the primary and
secondary pre-emptive subscription rights of shareholders begins at 9:30 on 19
November 2003 and ends at 16:30 on 12 December 2003.
PLACES OF SUBSCRIPTION
Subscriptions for the Share Issue are handled through OKO Bank Group member
banks' branches offering securities services, during their opening hours, and
OKO Bank Group's telephone service, tel. +358-100 0500 (in Finnish) and tel.
+358-100 9051 (in Swedish). Customers making subscriptions through OKO Bank
Group's telephone service must have made a personal telephone service agreement.
SUBSCRIPTION PAYMENT
The subscription price of the shares subscribed for on the basis of the primary
and secondary pre-emptive subscription rights must be paid in full at the time
of subscription in accordance with the instructions provided by the place of
subscription.
The lead manager has the right to reject a subscription obligation either in
full or in part if it has not been paid in accordance with the terms and
conditions of the Share Issue or the more detailed instructions provided by the
place of subscription.
APPROVAL OF SUBSCRIPTIONS
The Company's Board of Directors shall decide on the acceptance of
subscriptions. The Company's Board of Directors will accept all subscriptions
made on the basis of primary pre-emptive subscription rights and in accordance
with the terms and conditions of the Share Issue. In the case of secondary
subscriptions, the Company's Board of Directors will accept all subscriptions
made on the basis of secondary pre-emptive subscription rights unless the shares
are over-subscribed.
UNDER- AND OVER-SUBSCRIPTION
If the subscriptions made on the basis of the secondary pre-emptive subscription
rights of shareholders exceed the number of shares on offer, the new shares will
be distributed amongst the shareholders that subscribed for them in proportion
to their shareholdings on the Record Date, with the provision that each
shareholder will receive only as many new shares as he indicated as his maximum
subscription on his subscription form. The number of shares to which the
shareholder is entitled shall be rounded to whole shares in the manner decided
upon by the Company's Board of Directors. Share subscriptions made on the basis
of the secondary pre-emptive subscription rights of shareholders may be accepted
either in whole or in part or may be rejected.
Shares possibly left unsubscribed on the basis of the primary and secondary pre-
emptive subscription rights of shareholders shall be offered for subscription to
parties decided upon by the Company's Board of Directors at the same
subscription price as the shares offered on the basis of the shareholders' pre-
emptive right to subscribe. The subscription by parties decided upon by the
Board of Directors has to be made and paid in full 19 December 2003 at the
latest.
RETURNING SUBSCRIPTION PAYMENTS (SECONDARY PRE-EMPTIVE SUBSCRIPTION RIGHTS)
The payments for secondary subscriptions will be returned to shareholders for
the subscribed shares they will not receive, the estimated return payment date
being 23 December 2003. No interest will be paid on the returned subscription
payments.
TRANSFER OF SHARES
Shares subscribed for on the basis of the primary pre-emptive subscription
rights of shareholders will be entered on the shareholder's book-entry account
as "Atria Yhtymä A Uudet" ("Atria New") -type shares as soon as possible after
the subscription. The new shares will be combined with the old share type once
the increase in the share capital has been entered in the Trade Register on or
about 22 December 2003.
Shares subscribed for on the basis of the secondary pre-emptive subscription
rights of shareholders will be entered on the book-entry accounts of
shareholders on or about 22 December 2003.
SHAREHOLDER RIGHTS
The shares subscribed for in the Share Issue will give entitlement to full
dividend for the financial period that began on 1 January 2003 onwards. The
shares entitle their holders to other rights in the Company on the date the
increase in the share capital has been registered.
INFORMATION
The documents referred to in Paragraph 1 of Section 7 of Chapter 4 of the
Companies Act will be available for viewing at the Company office in Seinäjoki
(address: Vaasantie 1) and at Opstock Oy's office in Helsinki (address:
Teollisuuskatu 1 b).
GOVERNING LAW
The Share Issue shall be governed by Finnish law and any disputes concerning the
Share Issue shall be settled in a competent court in Finland.
MISCELLANEOUS
The Company's Board of Directors shall decide on other matters relating to the
increase of the share capital and the Share Issue and the practical measures
resulting from them.
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