TIDMPOWR
RNS Number : 5022P
Powerflute Oyj
17 November 2016
17 November 2016
POWERFLUTE OYJ
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
POWERFLUTE OYJ
To be held at Eteläesplanadi 20, Helsinki, Finland
at 2.00 p.m. on 14 December 2016
Notice is hereby given to the shareholders of Powerflute Oyj
("Powerflute" or the "Company") of an Extraordinary General Meeting
to be held on 14 December 2016 at 2.00 p.m. at the premises of
Hannes Snellman Attorneys Ltd. (Eteläesplanadi 20, Helsinki,
Finland). Reception of persons who have registered for the meeting
and the distribution of voting tickets will commence at 1.30
p.m.
Nordic Packaging and Container (Finland) Holdings Oy ("Bidco")
has on 14 November 2016 declared that its recommended cash offer
for the entire issued share capital of Powerflute not already
owned, or contractually agreed to be acquired, by Bidco (as
announced on 15 September 2016) (the "Offer") has become wholly
unconditional. On 14 November 2016, Bidco announced that it had
received valid acceptances in respect of a total of 191,821,077
Powerflute shares, which together with the Powerflute shares and
Powerflute options already acquired represent over 90 per cent. of
all the issued and outstanding shares and votes in Powerflute.
Bidco has also announced its intention to initiate compulsory
redemption proceedings to acquire remaining Powerflute shares upon
acquiring more than 90 percent of the Powerflute Shares and voting
rights.
Bidco has informed the Board of Directors of Powerflute of
certain proposals that Bidco intends make as a shareholder at the
Extraordinary General Meeting, which are set forth below in Items
6-9.
A. MATTERS ON THE AGA 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 scrutinize 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. Resolution on the number of members of the Board of Directors
Bidco has informed the Board of Directors that it intends to
propose that the number of members of the Board of Directors of
Powerflute would be five (5).
7. Resolution on the fees for members of the Board of Directors
Bidco has informed the Board of Directors that it intends to
propose that no fees are payable to the members of the Board of
Directors.
8. Election of new members of the Board of Directors and
Discharge from Liability of Current Board Members
Bidco has informed the Board of Directors that it intends to
propose that the following individuals be elected as members of the
Board of Directors of Powerflute for a term expiring at the end of
the following Annual General Meeting: Thomas Souleles, Richard
Copans, Drew Macha, Marco Casiraghi and David Walton.
Bidco has informed the Board of Directors that these persons
have given their consent to serve on the Board of Directors of
Powerflute.
The term of the current members of the Board of Directors
expires as of the end of the general meeting, and it is proposed
they are discharged from liability with respect to their term.
9. Changing the corporate form of Powerflute from a public
limited liability company to a private limited liability
company
As announced by the Company on 15 September 2016, in case the
Offer becomes, or is declared, unconditional in all respects, Bidco
intends to seek to re-register Powerflute as a private limited
company.
Pursuant to Chapter 19, Section 3 of the Finnish Companies Act,
the decision of the General Meeting on the change of a public
limited liability company into a private limited liability company
shall be made by qualified majority, i.e. a decision that has been
supported by at least two thirds (2/3) of the votes cast and the
shares represented at the meeting. According to the same provision,
when a public limited liability company is changed into a private
limited liability company, the trade name of the company must be
changed so that it complies with the requirements provided in the
Finnish Trade Names Act. Pursuant to Section 7 of the Finnish Trade
Names Act, the trade name of a private limited liability company
shall include the word "osakeyhtiö" or the corresponding
abbreviation "oy".
The Board of Directors proposes that the corporate form of
Powerflute is changed from a public limited liability company to a
private limited liability company by amending the suffix of
Powerflute's trade name in its Articles of Association so that the
new trade name of the Company would be Powerflute Oy in Finnish and
the new parallel trade name in English would be Powerflute Ltd. The
amended 1 -- of the Company's Articles of Association would read in
its entirety as follows:
"1 -- Trade Name and Domicile
The trade name of the Company is Powerflute Oy and its domicile
is Helsinki. The Company's parallel trade name in English is
Powerflute Ltd."
10. 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 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 of 28 December 2016 at the latest.
C. instructions for the participants in the EXTRAORDINARY
general meeting
1. The right to participate and registration
Each shareholder, who is registered on 1 December 2016 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.
Any shareholder registered in the shareholders' register of the
Company on 1 December 2016 who wants to participate in the
Extraordinary General Meeting must register for the meeting by
giving a prior notice of participation to be delivered no later
than 10:00 a.m. Finnish time on 9 December 2016. 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, 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. The
personal data given to Powerflute is used only in connection with
the Extraordinary General Meeting and with the processing of
related registrations.
Upon request, a shareholder, his/her representative or proxy
representative, have to prove their identity and/or right of
representation.
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.
Possible proxy documents should be delivered in originals to
Powerflute, Tiina Silvast, P.O.Box 57, Sorsasalo, FI-70101 Kuopio,
Finland before the last date for registration.
3. Holders of nominee registered shares (depositary interests)
A holder of nominee registered shares (depositary interests) has
the right to participate in the Extraordinary General Meeting by
virtue of their beneficial interest in shares providing an
entitlement to be registered in the shareholders' register of the
Company held by Euroclear Finland Ltd on 1 December 2016.
In order to participate in the Extraordinary General Meeting, a
holder of nominee registered shares must ensure that they have been
properly registered as a shareholder, on a temporary basis, in the
shareholders' register held by Euroclear Finland Ltd and that they
have delivered a prior notice of participation in accordance with
the instructions set out above by no later than 10:00 a.m. Finnish
time on 9 December 2016.
Accordingly, a holder of nominee registered shares who wishes to
participate in the Extraordinary General Meeting is advised to
request without delay from his/her custodian bank detailed
instructions regarding the steps that must be taken in order to
obtain temporary registration in the shareholders' register of the
Company, the issuing of proxy documents and registration for the
Extraordinary General Meeting.
4. Other instructions and information
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.
On the date of this notice to the Extraordinary General Meeting,
the total number of shares and votes in Powerflute is 290,650,374
(excluding 5,700,000 shares held in treasury by the Company).
The Extraordinary General Meeting shall be held in Finnish and
in English.
In Helsinki, 16 November 2016
POWERFLUTE OYJ
The Board of Directors
For further information, please contact:
Powerflute
Dermot Smurfit (Chairman) c/o Oliver Winters,
Marco Casiraghi (CEO) FTI Consulting
David Walton (CFO) +44 20 3727 1535
Numis Securities
Mark Lander (Corporate Broking)
Andrew Holloway / Jamie
Lillywhite (Nominated Advisor) +44 20 7260 1000
FTI Consulting
Oliver Winters
Tom Hufton +44 20 3727 1535
About Powerflute
Powerflute is a paper and packaging group whose shares are
admitted to trading on the AIM market of the London Stock Exchange
(Ticker: POWR)] which seeks to acquire businesses with strong
fundamentals whose performance can be improved through a
combination of management focus and targeted investment.
The Group currently has two main activities; Packaging Papers
which trades under the name Powerflute and operates a paper mill in
Kuopio, Finland producing a specialised form of Nordic
semi-chemical fluting used in the manufacture of high-performance
corrugated board; and Coreboard and Cores, which trades under the
name Corenso and is a leading international manufacturer of high
performance coreboard and cores, with coreboard mills in the United
States and Europe and a network of core producing facilities in
Europe, North America and China.
Nordic semi-chemical fluting is made from locally sourced birch
and boxes manufactured using it demonstrate superior strength and
moisture resistance and are used for transportation of fruit and
vegetables, high-value industrial goods such as electrical
appliances and automotive components. The Kuopio mill is one of
only three suppliers of Nordic semi-chemical fluting in Europe.
Cores and coreboard are manufactured from recycled paper and are
used for applications in paper, packaging, textiles, steel,
aluminium and many other industries. Coreboard and cores produced
by Corenso demonstrate superior strength and rigidity and are
suitable for use in the most demanding applications.
For further information, please visit www.powerflute.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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