Rocla Oyj STOCK EXCHANGE RELEASE Oct 23 2008 at 2.00 p.m.
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT ON
AN AGREEMENT WHICH, WHEN IMPLEMENTED, RESULTS IN A CHANGE IN HOLDINGS
Rocla Oyj has received today a notification referred to in chapter 2, section 9
of the securities market act concerning the shares of Rocla Oyj.
ROCLA OYJ
Hilkka Webb
CFO
Distribution
NASDAQ OMX Helsinki
Main media
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 9 OF THE SECURITIES MARKET ACT ON
AN AGREEMENT WHICH, WHEN IMPLEMENTED, RESULTS IN A CHANGE IN HOLDINGS
Mitsubishi Heavy Industries, Ltd. (”MHI”), Mitsubishi Caterpillar Forklift
Europe B.V. (”MCFE”) and Rocla Oyj (“Rocla”) have today, 23 October 2008,
entered into a Combination Agreement whereby MCFE, a subsidiary of MHI, will
make a public tender offer to acquire all of the issued and outstanding shares
and option rights in Rocla that are not owned by Rocla or the MHI group of
companies (the “Tender Offer”). In connection with the conclusion of such
agreement, MCFE has received undertakings by Rocla shareholders Etra-Invest Oy
Ab, EVK-Capital Oy and Eero Karvonen (the “Shareholders”), representing in total
approximately 27.70 % of the shares and votes in Rocla, according to which the
Shareholders irrevocably and subject only to the completion of the Tender Offer
commit themselves to accept the Tender Offer with respect to their Rocla shares.
The undertakings given by the Shareholders are in force until 28 February 2009.
The Shareholders have irrevocably waived any right they may have pursuant to
the Finnish Securities Market Act or the terms and conditions of the Tender
Offer to withdraw their acceptance of the Tender Offer.
At the date hereof, MCFE already holds a total of 600,000 shares in Rocla,
representing approximately 14.07 % of all the shares and voting rights in Rocla.
Further, Mitsubishi Caterpillar Forklift America Inc. (”MCFA”), a subsidiary of
MHI, holds a total of 600,000 shares in Rocla, representing approximately 14.07
% of all the shares and voting rights in Rocla. The above holding of MCFA will
be transferred to MCFE in connection with the Tender Offer through a group
internal transfer.
In accordance with Chapter 2, Section 9 of the Securities Market Act, we hereby
notify the Financial Supervision Authority and Rocla that, if the Tender Offer
is completed, the holding of MCFE in Rocla will exceed 50 % of the shares and
voting rights of Rocla as follows:
1. Name of the target company
Rocla Oyj, Business Identity Code 0124294-1.
2. Date of the agreement, which, when implemented, results in a change of
holdings
23 October 2008
3. Exact proportion of shares and voting rights in Rocla
Upon the completion of the Tender Offer and the transfer of MCFA's holding in
Rocla to MCFE, MCFE's holding in Rocla would on the basis of the above
undertakings be as follows:
Number of shares 2,381,400
Proportion of shares 55.84%
Proportion of voting rights 55.84%
The registered share capital of Rocla comprises a total of 4,264,788 shares
entitling to 4,264,788 votes.
4. Shareholder's full name, Registration Number
Mitsubishi Heavy Industries, Ltd., registration number 0104-01-050387.
Mitsubishi Caterpillar Forklift Europe B.V., registration number 39052636.
Mitsubishi Caterpillar Forklift America Inc., registration number 3451085.
In Helsinki on 23 October 2008
MITSUBISHI HEAVY INDUSTRIES, LTD.
Katsuhiko Yoshida
Executive Vice President