1 October 2010
POWERFLUTE PLC
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Powerflute Plc (the "Group" or “Powerflute”), the packaging group with positions
in Nordic semi-chemical fluting and coated woodfree papers, announces that it
has today posted a notice of Extraordinary General Meeting to its shareholders.
As set out in the Company's interim results for the six months ended 30 June
2010, the Board has identified a number of investment projects and development
opportunities which offer the potential for attractive returns. The capital
investment and working capital requirements associated with these projects are
such that they cannot be entirely funded from the Company's or its subsidiaries'
current financial resources or future cash flows. Accordingly, the Board is
evaluating the alternatives available to the Company for obtaining the funds
necessary to enable it to proceed in a timely manner with these projects and to
reduce leverage and strengthen the Company's financial position. The Board is
therefore seeking authorisation from shareholders to resolve on the issue of new
shares to allow the Company the flexibility, if required, to raise funds for
these strategic opportunities. Should the Board decide to exercise this
authority, then further details will be provided by the Company.
In addition, the Directors are proposing an amendment to the Company's articles
of association in order to provide the Board with the ability to waive the
existing requirements to make an offer to purchase all of the other shares of
the Company should any shareholder acquire either 30% or 50% of the Company's
share capital, in line with the general principles of the EC Takeovers
Directive. The Board would only provide such a waiver where it believes that to
do so would be in the best interests of shareholders as a whole.
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POWERFLUTE PLC
To be held in Helsinki, Finland at 9.00 am on 22 October 2010
Notice is hereby given to the shareholders of Powerflute Plc (“Powerflute” or
“the Company”) of an Extraordinary General Meeting to be held on 22 October 2010
at 9.00 a.m. at the premises of Hannes Snellman Attorneys (Eteläranta 8, 1st
floor, Helsinki, Finland). Reception of persons who have registered for the
meeting and the distribution of voting tickets will commence at 8:30 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorising the Board of Directors to resolve on the issuance of shares as
well as issuance of options and other special rights
As set out in the Company's interim results for the six months ended 30 June
2010, the Board has identified a number of investment projects and development
opportunities which offer the potential for attractive returns. The capital
investment and working capital requirements associated with these projects are
such that they cannot be entirely funded from the Company's or its subsidiaries'
current financial resources or future cash flows. Accordingly, the Board is
evaluating the alternatives available to the Company for obtaining the funds
necessary to enable it to proceed in a timely manner with these projects and to
reduce leverage and strengthen the Company's financial position. The Board is
seeking authorisation from shareholders to resolve on the issue of new shares to
allow the Company the flexibility, if required, to raise funds for these
strategic opportunities.
The Board of Directors proposes a resolution is put to the Extraordinary General
Meeting to authorise the Board of Directors to resolve on the issuance of up to
145,000,000 shares through a share issue or, subject to the limits set out
below, through the granting of options or other special rights granting
entitlement to shares pursuant to Chapter 10, Section 1 of the Finnish Companies
Act. This authority may be utilised in one or several issues. The Board of
Directors may resolve to give either new shares or shares in the Company's
possession. The proposed number of shares corresponds to approximately 100 per
cent of all shares and votes of the Company currently in issue.
It is proposed that the authority should include the right to deviate from
shareholders' pre-emptive subscription rights and that the Board of Directors
should be authorised to resolve on all material terms and conditions of a share
issue, grant of options or other specific share entitlements. This shall include
determination of the payment period, subscription price and method of allocation
of shares, options or other specific rights of entitlement to shares. In
particular, the Board of Directors may determine that shares, options or other
specific rights of entitlement to shares may be granted at a discount to the
prevailing market price, free of charge, or that the subscription price may be
paid either partially or entirely in assets other than cash.
This authority to issue shares is intended to be used only for matters of
material importance to the development of the Company and its group, such as
financing or implementing business arrangements or investments or for other such
important corporate purposes as may be determined by the Board of Directors
acting in the best interests of shareholders.
The Board's authority to utilise new shares for the purposes of granting options
or other specific rights of entitlement to shares under share-based incentives
or other management incentive schemes shall be limited to the lower of 10 per
cent of all shares in issue at the time that the incentive is granted, or
30,000,000 shares.
It is proposed that this authority should remain effective until 30 June 2011,
unless revoked or amended before this date by a General Meeting of shareholders.
This authorisation shall not replace previous authorities granted to the Board
of Directors.
7. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes a resolution is put to the Extraordinary General
Meeting that Article 14 of the Company's Articles of Association, relating to
the obligation to purchase shares in the Company, is amended by adding a new
paragraph granting the Board of Directors full authority to grant exemptions
from the obligation to make an offer when an offeror's holdings in terms of
voting rights exceed, after the shares in the Company have been admitted to
public trading on the AIM-market or other stock market, the limits of three
tenths (3/10) or one half (1/2) of the voting rights in the Company. Thus, the
Board of Directors proposes that the Article 14 be amended by adding the
following new paragraph:
“Exemption from the obligation to make an Offer
The Board has full authority to grant upon written request of an Offeror an
exemption, upon such terms and conditions as the Board shall decide in its
discretion, from the obligation to make an Offer when an Offeror's holdings in
terms of voting rights exceed, after the shares in the Company have been
admitted to public trading on the AIM-market or other stock market, the limits
of three tenths (3/10) or one half (1/2) of the voting rights in the Company.”
8. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The proposals of the Board of Directors relating to the agenda of the
Extraordinary General Meeting as well as this notice are available for
inspection on the website of Powerflute Plc at www.powerflute.com.
Copies of the proposals of the Board of Directors will also be available at the
meeting. Copies of these documents and of this notice are available and will be
sent to shareholders upon request. The minutes of the meeting will be available
on the Company's website as from Friday, 5 November 2010.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on 12 October 2010 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the Extraordinary General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry account is registered in the
shareholders' register of the Company.
A shareholder who wants to participate in the Extraordinary General Meeting must
register for the meeting no later than 19 October 2010 at 10:00 a.m. Finnish
time by giving a prior notice of participation. Such notice can be given:
a) by e-mail to tiina.silvast@powerflute.com;
b) by telephone +358 10 6606 205
/ Ms. Tiina Silvast;
c) by telefax +358 10 6606 212; or
d) by regular mail to
Powerflute Plc, Tiina Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio, Finland.
In order to register for attendance at the Extraordinary General Meeting, a
shareholder must provide details of his/her name, personal identification
number, address, telephone number and the name of a possible assistant or proxy
representative and the personal identification number of a proxy representative.
Personal data provided to Powerflute Plc will be used only in connection with
the Extraordinary General Meeting and with the processing of related
registrations.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Extraordinary General Meeting has the right to request
information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise
his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Extraordinary General Meeting. When a shareholder participates in the
Extraordinary General Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Extraordinary General
Meeting.
Proxy documents should be delivered in originals to Powerflute Plc, Tiina
Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio, Finland before the last date
for registration.
3. Holders of nominee registered shares and Depositary Interests
A holder of nominee registered shares is advised to request without delay from
his/her custodian bank necessary instructions regarding the registration in the
shareholders' register of the Company, the issuing of proxy documents and
registration for the Extraordinary General Meeting. The account management
organisation of the custodian bank will register the holder of nominee
registered shares, who wishes to participate in the Extraordinary General
Meeting, to be temporarily entered into the shareholders' register of the
Company at the latest on 19 October 2010 at 10:00 a.m. Finnish time.
Those holders of Depositary Interests wishing to attend, or vote at, the
Extraordinary General Meeting are advised to visit the Company's website at
www.powerflute.com for further instructions.
4. Other instructions and information
On the date of this notice of the Extraordinary General Meeting, the total
number of shares and votes in issue for Powerflute Plc is 144,818,174.
The Extraordinary General Meeting shall be conducted in Finnish and in English.
In Helsinki, 30 September 2010
POWERFLUTE PLC
The Board of Directors
- Ends-
Contacts
For additional information please contact:
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| Powerflute Plc | | c/o Billy Clegg, Financial |
| Dermot Smurfit (Chairman) | | Dynamics |
| Marco Casiraghi (Chief | | +44 (0)20 7269 7157 |
| Executive) | | |
| David Walton (Chief Financial | | |
| Officer) | | |
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| Collins Stewart Europe Ltd: | | +44 (0)20 7523 8350 |
| Piers Coombs | | |
| Stewart Wallace | | |
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| E.Öhman J:or Fondkommission AB: | | +358 9 8866 6029 |
| Ms Arja Väyrynen | | |
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| Financial Dynamics: | | +44 (0)20 7831 3113 |
| Billy Clegg | | |
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| K Capital Source | | +353 (1) 663 3686 |
| Mark Kenny | | |
| Jonathan Neilan | | |
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About Powerflute
Powerflute Plc (“the Company” or “Powerflute”) is a packaging group with
established positions in Nordic semi-chemical fluting and coated woodfree
papers.
Through its subsidiary Savon Sellu Oy, the Group operates a paper mill in
Kuopio, Finland which produces a specialised form of semi-chemical fluting made
from birchwood sourced principally in Finland and Russia. Corrugated boxes
manufactured using Nordic semi-chemical fluting demonstrate exceptional strength
and moisture resistance and are extensively used for transportation of fruit and
vegetables, high-value industrial goods such as electrical appliances and
automotive components. The Kuopio mill has the capacity to produce up to 300,000
tonnes per annum and is one of three suppliers of Nordic semi-chemical fluting
in Europe.
Through its recently acquired subsidiary Papierfabrik Scheufelen, the Group
operates a paper mill in Lenningen, Germany which produces a range of coated
woodfree papers from mixed hardwood and softwood pulps. Coated woodfree papers
are used in the production of printed promotional material such as brochures,
leaflets and other point of sale materials for producers and distributors of
premium branded goods. The Lenningen mill has the capacity to produce up to
300,000 tonnes per annum and supplies the majority of its products into the
European market where total demand has historically been in excess of 7.7
million tonnes per annum.
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
| Source: Powerflute Oyj
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