Release Feb 15, 2006, 08:00
Not for release, publication or distribution in the United States.
The Annual General Meeting (AGM) of Ahlstrom Corporation, held on February 14, 2006, resolved, in accordance with the proposal of the Board of Directors, to increase the share capital through a new issue of shares offered to domestic and international institutional investors and the public in Finland. The AGM further resolved to distribute a dividend of EUR 1.79 per share for 2005 as proposed by the Board of Directors. The record date for the dividend payment is February 17, 2006, and the dividend will be paid on February 24, 2006.
The AGM resolved to increase the share capital through a new issue of shares by a maximum of 13,725,000 euros, from 54,627,628.50 euros to a maximum of 68,352,628.50 euros, by issuing a maximum of 9,150,000 new shares each with a nominal value of 1.50 euros. The issue of shares will be executed in deviation from shareholders' pre-emptive subscription right by offering shares to domestic and international institutional investors and the public in Finland. The subscribers may also include members of the company's inner circle. The subscription price for the shares will be determined based on offers received by the investment banks organising the share issue in connection with the so-called book building process.
By means of the new issue, the company expands the number of its shareholders with new investors, creates new sources of financing, facilitates the use of shares as consideration in connection with acquisitions, and improves the possibilities of utilising share-based incentive systems for the company's personnel.
Following the resolution regarding the share issue, Ahlstrom's Board of Directors continues its preparations with the aim to list the company's shares on the Helsinki Stock Exchange during the spring 2006.
Other resolutions by the AGM
The AGM resolved to amend the Articles of Association as follows:
- The current Article 4 of the Articles of Association shall be removed. As a result of the removal of Article 4, the series of shares of the company will be combined and the company will have only one series of shares.
- The current Article 11 of the Articles of Association shall be amended by removing paragraph three.
- The current Article 14 of the Articles of Association (redemption clause) shall be removed.
- The current Article 15 of the Articles of Association (mandatory bid clause) shall be amended as a result of the combination of the series of shares of the company. In addition, said Article shall be amended so that references to a situation where the shares of the company are not publicly traded, are removed.
- The decisions on the new issue of shares and the amendment of the Articles of Association will expire and shall not be registered with the Trade Register if the Underwriting Agreement has not been signed by no later than 19 June 2006.
The AGM approved the Company's and the Group's income statement and balance sheet, and discharged the members of the Board of Directors and CEO of the Company from liability for the financial year 2005. The AGM confirmed the number of Board members at seven. The composition of the Board remained unchanged. Johan Gullichsen, Sebastian Bondestam, Jan Inborr, Urban Jansson, Bertel Paulig, Peter Seligson and Willem F. Zetteler were re-elected for the period ending at the close of the next Annual General Meeting.
After the AGM, the organization meeting of the Board re-elected Johan Gullichsen as Chairman. Urban Jansson was elected as Vice Chairman of the Board. The Board also appointed the Committee members. The members of the Compensation Committee are Johan Gullichsen (Chairman) Urban Jansson and Willem F. Zetteler. The members of the Audit Committee are Peter Seligson (Chairman), Jan Inborr and Bertel Paulig.
KPMG Oy Ab was re-elected as the Company's auditor for the period ending at the close of the next Annual General meeting.
For additional information, please contact:
Jukka Moisio, President and CEO, tel. +358 (0)10 888 4700
Ahlstrom in brief
Ahlstrom is a global leader in the development, manufacture and marketing of high performance fiber-based materials. Nonwovens and specialty papers, made by Ahlstrom, are used in a large variety of everyday products, e.g. in filters, wipes, flooring, labels, and tapes. The company has a strong market position in several business areas in which it operates, built upon the company's unique fiber expertise and innovative approach. Ahlstrom's 5,525 employees serve customers via sales offices and production facilities in more than 20 countries on six continents. In 2005, Ahlstrom's net sales amounted to EUR 1.55 billion. The company website is www.ahlstrom.com.
This document 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.
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 Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling with in 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"). Securities of Ahlstrom Corporation are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.