POWERFLUTE OYJ
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||||||||||||||||||
COMPANY NAME: | ||||||||||||||||||||||||
Powerflute Oyj | ||||||||||||||||||||||||
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||||||||
Powerflute Oyj Sorsasalo FI-70101 Kuopio Finland | ||||||||||||||||||||||||
COUNTRY OF INCORPORATION: | ||||||||||||||||||||||||
Finland | ||||||||||||||||||||||||
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||||||||
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION ) OR, IN THE CASE OF AN INVESTING COMPANY , DETAILS OF ITS INVESTING POLICY ). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||||||||||||||||||
Powerflute Oyj is seeking re-admission following the acquisition of Corenso, which constitutes a reverse takeover under Rule 14 of the AIM Rules. Powerflute is a paper and packaging group which seeks to acquire businesses with strong fundamentals whose performance can be improved through a combination of management focus and targeted investment. Powerflute currently operates one paper mill in Kuopio, Finland, through its wholly-owned subsidiary Savon Sellu Ltd ("Savon Sellu"). The Kuopio mill produces Nordic semi-chemical fluting ("NSCF") made from birch wood sourced principally from Finland, and represents Powerflute's sole reportable operating segment (as of 30 September 2014), Packaging Papers. NSCF is primarily used for long distance transportation of fruit and vegetables in refrigerated containers and for the packaging of high-value industrial goods, such as electrical appliances, automotive components and bulk dry chemicals. Powerflute also holds minority interests in two complementary businesses, being Harvestia Oy, a wood and biomass supply company and Kotkamills Oy, a producer of laminating papers and phenolic overlaying films. Corenso is an international cores and coreboard producer based in Finland. Corenso's management believes that it has a leading market presence and estimates that, in 2013, Corenso was the third largest producer of cores both globally and in Europe (in each case, based on volume). Corenso currently operates twelve cores plants in Finland (two), Sweden (two), Germany, the Netherlands, Poland, Spain, the United Kingdom, the United States and China (two), and three coreboard mills in Finland, France and the United States. The cores plants produce high-performance cores, which are used primarily for industrial applications. The coreboard mills produce high-quality coreboard, a paper/board material used primarily in cores production. Corenso also holds minority interests in two businesses, Mandriladora Alpesa S.L. (25 per cent.) and Crown Fiber Tubes Inc. (19.98 per cent.), which between them operate four cores plants in Spain (three) and Canada (one), respectively. | ||||||||||||||||||||||||
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | ||||||||||||||||||||||||
Re-admission of 289,818,174 ordinary shares (including 5,700,000 ordinary shares held in treasury). There are no restrictions on the transfer of the company's AIM securities. | ||||||||||||||||||||||||
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||||||||
No capital to be raised. Anticipated market capitalisation of c. £128 million based on 13 November 2014 closing price. | ||||||||||||||||||||||||
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION : | ||||||||||||||||||||||||
The percentage of AIM securities not in public hands, including shares held by directors, related parties and substantial shareholders (with shareholdings in excess of 10%), is expected to be 70.5% (based on shareholdings as at 30 June 2014). | ||||||||||||||||||||||||
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: | ||||||||||||||||||||||||
None | ||||||||||||||||||||||||
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||||||||
Dermot F. Smurfit, Chairman Marco Casiraghi, Chief Executive Officer David Walton, Chief Financial Officer Christopher Knight, Senior Independent Non-Executive Director Teresa Presas, Non-Executive Director William (Tony ) Smith, Non-Executive Director Dermot S. Smurfit, Non-Executive Director | ||||||||||||||||||||||||
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||||||||
The issued share capital is the same prior to and after Admission. Insofar as is known to Powerflute, the following persons hold 3 per cent. or more of the Ordinary Shares in issue:
Bacchantes Limited is a company controlled by Sir Michael Smurfit. (1) Excludes Ordinary Shares held by Powerflute in treasury. (2) Dermot F. Smurfit is also Chairman of Powerflute's Board of Directors. | ||||||||||||||||||||||||
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||||||||
None | ||||||||||||||||||||||||
(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||||||||||||||||
(i) 31 December (ii) 30 September 2014 (iii) 30 June 2015 (Annual Report), 30 September 2015 (Half-year report), 30 June 2016 (Annual Report) | ||||||||||||||||||||||||
EXPECTED ADMISSION DATE: | ||||||||||||||||||||||||
1 December 2014 | ||||||||||||||||||||||||
NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||||||||
Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT United Kingdom | ||||||||||||||||||||||||
NAME AND ADDRESS OF BROKER: | ||||||||||||||||||||||||
Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT United Kingdom | ||||||||||||||||||||||||
OTHER THAN IN THE CASE OF A QUOTED APPLICANT , DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||||||||||||||||||
The Admission Document is also available from www.powerflute.com. The Admission Document contains full details about the Company and the admission of its Ordinary Shares to trading on AIM. | ||||||||||||||||||||||||
DATE OF NOTIFICATION: | ||||||||||||||||||||||||
17 November 2014 | ||||||||||||||||||||||||
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