TIIMARI PLC: STOCK EXCHANGE RELEASE 01/31/2011
SECURITIES MARKET ACT, CHAPTER 2, SECTION 10 ANNOUNCEMENT REGARDING (POSSIBLE) INCREASE OF SHARE OWNERSHIP OF TIIMARI'S LARGEST OWNER VIRALA
The Company has today received from the Virala Oy Ab a written notification referred in the Securities Market Act Chapter 2 § 9 regarding to a possible change in the shares and voting rights of a change related to the underwriting of Convertible Capital Loan of Virala Oy Ab as per today 01/31/2011. The announcement relates to the stock exchange release earlier today regarding the allocation of the Convertible Capital Loan. Virala Oy Ab was allocated by the Board of Directors an amount of EUR 1,9 million which is EUR 0,25 million lower than maximum announced on 12/30/2010.
No changes regarding the Virala Oy Ab’s ownership of shares of Tiimari has taken place. This announcement only relates to the possible conversion, in the future, of the loan into the shares.
Under Chapter 2, Section 10 of the Securities Markets Act, we hereby announce the following:
1. Identification data of the share issuer:
Tiimari Plc, corporate ID 0106264-1
2. Grounds for the notification:
Tiimari Plc 12/30/2010 issued Capital Convertible Loan allocation decision by the Board on 01/31/2011.
3. Full names of the entities under obligation to notify:
Virala Ltd, corporate ID 0147485-7, as the parent company of the group
Atine Group Ltd, corporate ID 1942577-0
4. Date of transaction and date on which the ownership was determined:
01/31/2011 (Allocation decision)
5. Threshold for notification which the number of shares and voting rights has been reached:
Virala Oy Ab (the group, the theoretical maximum): 3/10 (possibly crossing the share of ownership under the assumption that Virala Oy Ab is allocated the maximal share of the convertible capital loan in accordance of the underwriting and it is further assumed that Virala Oy Ab later uses the possibility to convert the capital loan to shares.)
Virala Oy Ab (direct ownership, the theoretical maximum): 3/20 (a possible crossing on similar assumptions as above).
Atine Group Oy (direct ownership,): 3/20 (the possible shortfall, if the above realizes).
6. Information to be notified:
The shares and the voting rights attached thereto.
6.1 Ownership of Shares
Atine Group Oy holds before the arrangement (and beyond) 3,293,000 Tiimari Plc shares which is 19.99 % of shares and voting rights. Atine Group Oy is a subsidiary of Virala Oy Ab.
Virala Oy Ab (or any of its other group companies) do not own shares of Tiimari Plc.
6.2 Instruments Entitled to Shares
Tiimari Plc Extraordinary Annual General Meeting on 10/19/2009 issued Convertible Capital Loan (CCL 2009).
Virala Oy Ab -Group owned CCL 2009 loan participations can be converted to new shares of Tiimari Plc in the following way: Maximum number of shares if the exchange right is exercised in full: 1,830,997 shares; 7.97 % of shares and voting rights after the possible conversion.
Conversion time of loan to shares: October 30, 2009 to March 15, 2013.
Atine Group Oy (or any of its other group companies) do not own shares of Tiimari's CCL 2009 loan participations.
Tiimari Plc's on 12/30/2010 issued allocated Convertible Capital Loan (CCL 2010).
Virala Oy Ab 12/30/2010 pursuant to its underwriting commitment to subscribe to CCL 2010's loan shares up to EUR 1,900,000.
Loan to share subscription period has not begun and the loan shares are yet unallocated. If Virala Oy Ab, which underwrited the loan would be allocated with the maximum amount of shares, the loan shares of Virala Oy Ab would allow for exchange of shares of Tiimari's new shares as follows:
Max shares: 1,979,166
Percentage of shares and voting rights after the change: 8.61%
Conversion time to shares: April 1, 2011 to March 17, 2014.
6.3 Total
Assuming Virala Oy Ab would exercise fully their right to convert as above loan participations to Tiimari shares, and no other changes in the Group's holdings were to happen, it would lead to the following change of ownership:
Number of Shares 7,103,163
Percentage of shares and voting rights 30.91%, of which
- Virala Oy Ab's share of the 3,810,163 shares and votes 16.58%
- Atine Group Oy's share of 3,293,000 shares and votes 14.33%
Tiimari's registered share capital is 16,474,755 shares as per today. On the basis of CCL 2009 the number of Tiimari's shares may rise by a maximum total of 3,377,173 new shares and based on CCL 2010 the number of shares may rise by the a maximum total of 3,125,000 new shares (ie, so the total number of shares could be upto 22,976,928 shares). Possible Virala Oy Ab and Atine Group Oy arrangements regarding the shares and voting rights ceilings have been calculated for under the FSA Standard 5.2b paragraphs 7.5.2 and 7.3.1 paragraph (22), so that the when calculating the total number of shares the convertible equity loans are coverted to shares by using the possible maximum total number of shares possible to convert.
Hannu Krook
CEO
Tiimari Plc
Further Information
Managing Director Hannu Krook
tel. + 358 (0)3 812911, e-mail hannu.krook@tiimari.fi
Chief Financial Officer Kai Järvikare
tel. +358 (0)44 7129475, email kai.jarvikare@tiimari.fi
Distribution:
NASDAQ OMX Helsinki
Main source of information
Tiimari Plc shares are listed at Nasdaq OMX Helsinki Plc. The Group comprises two retail shop concepts, Tiimari and Gallerix. The concepts operate nearly 300 shops in five countries within the Baltic Sea region. Both concepts belong to the forerunners within their business segments.