Rocla Oyj STOCK EXCHANGE RELEASE Nov 19 2008 at 5.00 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 Caterpillar Forklift Europe B.V. (”MCFE”), a subsidiary of Mitsubishi
Heavy Industries, Ltd. (”MHI”), announced on 23 October 2008 a public tender
offer to acquire all of the issued and outstanding shares and option rights in
Rocla Oyj (“Rocla”) that are not owned by Rocla or the MHI group of companies
(the “Tender Offer”). In connection with the Tender Offer MCFE has received
undertakings by Rocla shareholders Oy Etra Invest Ab, EVK-Capital Oy and Eero
Karvonen, representing in total approximately 27.70 % of the shares and votes in
Rocla, according to which said 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”).
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.
MHI has on 23 October 2008 notified the Financial Supervision Authority and
Rocla that, if the Tender Offer is completed, the holding of MCFE in Rocla will,
based on the Undertakings and the transfer of MCFA's holding in Rocla to MCFE,
exceed 50 % of the shares and voting rights of Rocla.
MCFE has today received confirmation that as per 18 November 2008 shareholders
representing approximately 38.58 % of the share capital and voting rights in
Rocla have accepted the Tender Offer. Such acceptances include the shares
covered by the Undertakings.
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, based on the acceptances of the
Tender Offer received by 18 November 2008 and the transfer of MCFA's holding in
Rocla to MCFE, exceed 2/3 of the shares and voting rights in Rocla as follows:
Name of the target company
Rocla Oyj, Business Identity Code 0124294-1.
Date on which the flagging threshold was exceeded
18 November 2008
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
acceptances of the Tender Offer be as follows:
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| Number of shares | Proportion of shares | Proportion of voting |
| | | rights |
--------------------------------------------------------------------------------
| 2,845,311 | 66.72 % | 66.72 % |
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The registered share capital of Rocla comprises a total of 4,264,788 shares
entitling to 4,264,788 votes.
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 19 November 2008
MITSUBISHI HEAVY INDUSTRIES, LTD.