Powerflute Oyj Notice of EGM (5022P)

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 [e-mail]; 
   (b)   by telephone [phone] / Ms Tiina Silvast; 
   (c)   by telefax [phone]; 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)                   [phone] 
 Numis Securities 
  Mark Lander (Corporate Broking) 
  Andrew Holloway / Jamie 
  Lillywhite (Nominated Advisor)       [phone] 
 FTI Consulting 
  Oliver Winters 
  Tom Hufton                         [phone] 
 

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

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November 17, 2016 11:01 ET (16:01 GMT)