THE OFFER PRICE OF AHLSTROM CORPORATION SHARES SET AT EUR 22.00
Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan.
The Board of Directors of Ahlstrom Corporation has decided that Ahlstrom will issue a total of 8,000,000 of its shares in its initial public offering. The decision is based on the resolution of the company's annual general meeting of February 14, 2006. The shares to be issued represent approximately 18.0 percent of the total number of shares in Ahlstrom Corporation after the offering. Both the institutional offering and the retail offering have been priced at EUR 22.00 per share. The gross proceeds to Ahlstrom Corporation from the offering will be approximately EUR 176.0 million and the net proceeds after deduction of underwriters' commissions will be approximately EUR 172.1 million.
In addition, Ahlstrom Corporation has granted SEB Enskilda an option, exercisable for 30 days from the date of pre-listing of the shares on the Helsinki Stock Exchange Ltd., to subscribe for 1,150,000 additional new shares at the offer price solely to cover over-allotments. If the over-allotment option is exercised the gross proceeds to Ahlstrom Corporation from the offering of these shares will be approximately EUR 25.3 million and the net proceeds after deduction of underwriters' commissions will be approximately EUR 24.7 million. In addition, Ahlstrom Corporation may decide on March 22, 2006 to pay to the underwriters an additional fee of no more than 1.0 million euros. Ahlstrom Corporation intends to use the proceeds of the offering to expand and further improve its operations, as well as for general corporate purposes.
Initially the institutional offering comprised 7,300,000 and the retail offering 700,000 shares. The institutional offering was approximately 9.5 times subscribed at the offer price and the Finnish retail offering was approximately 6.6 times subscribed according to the share amounts stated in the initial terms. It has been decided on March 13, 2006 by the board that 6,600,000 shares will be allocated to institutional investors and 1,400,000 shares to retail investors. In total 14,159 investors participated in the retail offering. Approximately 43 percent of the demand in the institutional offering came from Finnish investors and approximately 57 percent from international investors.
Antti Ahlströmin Perilliset Oy was granted the right to maintain its proportional shareholding in the company, assuming that SEB Enskilda exercises the over-allotment option in full.
In the retail offering, subscription commitments will be fully accepted up to 50 shares. For commitments exceeding 50 shares, investors in the retail offering will be additionally allocated approximately 18 percent of the amount exceeding 50 shares. Allocations exceeding 50 shares will be rounded to the nearest round lot. The lot size is 50 shares.
Participants in the retail offering will be sent a confirmation of accepted subscriptions on or about March 20, 2006. Excess payments made in connection with the subscription commitments will be returned to investors on or about March 16, 2006.
The listing of the shares of Ahlstrom Corporation is scheduled to commence on the Prelist of the Helsinki Exchange on or about March 14, 2006 and on the Main List on or about March 17, 2006.
Jukka Moisio, President & CEO
This press release is not a prospectus and as such does not constitute an offer to sell securities. Investors should not subscribe for any securities referred to in this document, except on the basis of the information contained in a prospectus. Offers will not be made directly or indirectly in any jurisdiction where prohibited by applicable law or where any registration or prospectus or other requirements would apply in addition to those undertaken in Finland.
These materials are not an offer for sale of securities in the United States or in any jurisdiction of the European Economic Area. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Ahlstrom Corporation has not registered, and does not intend to register, any portion of any offering of its securities in the United States, and does not intend to conduct a public offering of its securities in the United States.
This press release may not be distributed or sent into the United States, Australia, Canada or Japan. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Offer Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
This press release is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive has been published in Finland and was available to the public in Finland at the subscription places for the offering.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This press release includes forward-looking statements. These forward-looking statements include all matters that are not historical facts, statements regarding Ahlstrom's intentions, beliefs or current expectations concerning, among other things the Ahlstrom's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which Ahlstrom operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and speak only as of the date they are made. Ahlstrom cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which Ahlstrom operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if Ahlstrom's results of operations, financial condition and liquidity and the development of the industry in which Ahlstrom operates are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in future periods. Ahlstrom does not undertake any obligation to review or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this press release.