Lemminkäinen and YIT will complete the merger
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 17.3.2010, 9.45 LEMMINKÄINEN CORPORATION'S DIRECTED SHARE ISSUES TO INSTITUTIONAL INVESTORS AND TO THE MINORITY SHAREHOLDERS OF SUBSIDIARIES Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa. The Board of Directors of Lemminkäinen Corporation (hereinafter "Lemminkäinen" or "Company") has decided on 17 March 2010 on two separate sh
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 17.3.2010, 9.45 LEMMINKÄINEN CORPORATION'S DIRECTED SHARE ISSUES TO INSTITUTIONAL INVESTORS AND TO THE MINORITY SHAREHOLDERS OF SUBSIDIARIES Not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa. The Board of Directors of Lemminkäinen Corporation (hereinafter "Lemminkäinen" or "Company") has decided on 17 March 2010 on two separate share issues so that the total number of new shares to be issued is 2,623,514 shares, representing about 13.35 per cent of all the issued and outstanding shares in the Company after the share issues. The subscription price of the shares is EUR 23.25 per share. The new shares will be recorded in the Trade Register and will be eligible for public trading on NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") on or about 23 March 2010. The main terms of the share issues are described below. Directed share issue to institutional investors The Company offers, in derogation of the shareholders' pre-emptive subscription right, a maximum of 1,700,000 new shares in the Company for subscription by institutional investors approved by the Board of Directors ("Institutional Issue"). The share issue is being made to support the Company's strategy and to strengthen the Company's balance sheet and financial position. In addition the share issue facilitates an expansion in the Company's ownership base, which promotes the liquidity of the Company's share. The decision to issue new shares is based on the authorisation given at the Extraordinary General Meeting held on 12 November 2009. The subscription price of the new shares is EUR 23.25 per share. The subscription price of the shares is based on recent share price development and the price level dictated by demand from investors. The Company will receive a total of EUR 39,525,000 from the Institutional Issue and the full amount will be booked to the invested unrestricted equity reserve. All the shares offered in the Institutional Issue have been subscribed. The new shares issued in connection with the Institutional Issue will confer shareholder rights after they have been recorded in the Trade Registry. The new shares will be recorded in the book-entry accounts of the subscribers and a public listing for the shares on NASDAQ OMX Helsinki Ltd will be sought when the shares are recorded in the Trade Register on or about 23 March 2010. Directed share issue to the minority shareholders of Lemminkäinen Corporation's subsidiaries Tekmanni Oy and Lemminkäinen Talo Oy The Board of Directors has also decided on a share issue in which the Company offers, in derogation of the shareholders' pre-emptive subscription right, a maximum of 923,514 new shares in the Company for subscription against receipt of consideration in the form of shares by the minority shareholders of Lemminkäinen Corporation's subsidiaries Tekmanni Oy and Lemminkäinen Talo Oy ("Share Exchange"). The Share Exchange is part of the streamlining of Lemminkäinen Group's ownership structure. The Group's ownership structure is being streamlined through share exchanges so that the minority shareholders relinquish their shareholdings in the subsidiaries of Tekmanni Oy and Lemminkäinen Talo Oy firstly in return for shares in Tekmanni Oy and Lemminkäinen Talo Oy, which will be immediately exchanged for shares in Lemminkäinen Corporation. The decision to issue new shares in Lemminkäinen Corporation is based on the authorisation given at the Extraordinary General Meeting held on 12 November 2009. The share subscription price in Lemminkäinen's directed issue to the minority shareholders of the Company's subsidiaries is EUR 23.25, which is the same as in the Institutional Issue. The subscription price will be booked in full to the Company's invested unrestricted equity reserve. All the shares offered in the Share Exchange have been subscribed. The new shares issued in connection with the Share Exchange will confer shareholder rights after they have been recorded in the Trade Registry. The new shares will be recorded in the book-entry accounts of the subscribers and their admission to the main list of NASDAQ OMX Helsinki Ltd will be sought when the shares are recorded in the Trade Register on or about 23 March 2010. 81,339 shares issued in connection with the Share Exchange are subject to a disposal restriction which will end at the latest in connection with the confirmation of the financial statements for the 2012 accounting period of certain subsidiaries of the Company. If certain financial criteria pertaining to certain subsidiaries of the Company are not fulfilled, at most 81,339 shares issued in connection with the Share Exchange will be returned to the Company in 2013 at the latest. As a consequence of the share issues the total number of shares in the Company will rise from 17,021,250 shares at present to 19,644,764 shares. Aventum Ltd is acting as the Company's financial advisor and manager of the Institutional Issue Helsinki, 17 March 2010 LEMMINKÄINEN CORPORATION Timo Kohtamäki President & CEO ADDITIONAL INFORMATION Timo Kohtamäki, President & CEO, tel. +358 2071 53263 Robert Öhman, CFO, tel. +358 2071 53515 DISTRIBUTION NASDAQ OMX Helsinki Ltd Key media www.lemminkainen.com Lemminkäinen Group operates in all areas of the construction sector. The Group's business sectors are Building Construction, Infrastructure Construction, Technical Building Services, and Building Products. Net sales in 2009 were approx. EUR 2.0 billion, of which international operations accounted for about one fifth. The Group employs about 8,600 people. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Helsinki Ltd. www.lemminkainen.com DISCLAIMER: The information herein may not be distributed or sent into the United States, Australia, Canada, Japan or South Africa. 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. The information contained herein does not constitute an offer of securities for sale in the United States. The securities referenced in this release may not be offered or sold in the United States absent registration or an exemption from registration as provided in the United States Securities Act of 1933, as amended, and the rules and regulations thereunder. Lemminkäinen Corporation does not intend to register any portion of the placement in the United States or to conduct a public offering of any securities in the United States. This communication does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom, (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 "FP Order") and (iii) high net worth entities falling within Article 49(2) of the FP Order, and other persons to whom it may lawfully be communicated, (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 document or any of its contents. Aventum Ltd is acting exclusively for Lemminkäinen Corporation and no-one else in connection with the placing, and will not regard any other person (whether or not a recipient of this release) as their respective and will not be responsible to anyone other than Lemminkäinen Corporation for providing the protections afforded to their respective clients, nor for giving advice in relation to the placing or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by Aventum as to the accuracy, completeness or verification of the information set forth in this release.