dreamcatcher
- 02 Apr 2015 19:29
Powerflute is a paper and packaging group which seeks to acquire businesses with strong fundamentals whose performance can be improved through a combination of management focus and targeted investment
Buy
Specialty paper and packaging businesses
Established position in attractive markets
Well invested with no major short-term capital needs
Reasons for any underperformance are clear
Improve
Management discipline
Effective leadership
Production expertise
Entrepreneurial culture
Develop
Establish strategy for sustainable growth and margin improvement
Invest in product development and production capabilities
Focus on operational cash generation
Develop long-term strategy to realise return on investment
businesses.
http://www.powerflute.fi/


dreamcatcher
- 14 Aug 2015 15:14
- 10 of 31
14 Aug Numis 80.00 Hold
dreamcatcher
- 08 Sep 2015 07:22
- 11 of 31
Interim Results
RNS
RNS Number : 3391Y
Powerflute Oyj
08 September 2015
8 September 2015
Powerflute
Unaudited Interim Results
For the six months ended 30 June 2015
Powerflute Oyj ("Powerflute" or the "Group") today announces its unaudited interim results for the six month period year ended 30 June 2015.
HIGHLIGHTS
Results excluding non-recurring items (1)
· Revenues increased to €179.7 million (2014: €72.7 million)
· EBITDA from operating activities increased to €26.5 million (2014: €10.4 million)
· Underlying EPS increased to 4.4 cents per share (2014: 1.9 cents)
Results including non-recurring items
· Non-recurring items recognised in the six months to 30 June 2015 include (2014: nil):
− €2.5 million of restructuring and other costs related to the Corenso acquisition
− €2.1 million gain on sale of shares in Kotkamills Oy
· Operating profit increased to €21.1 million (2014: €7.4 million)
· Profit before tax increased to €18.2 million (2014: €6.9 million)
· EPS increased to 4.3 cents per share (2014: 1.9 cents)
· Net debt of €52.0 million (€61.5 million at 31 December 2014)
Like-for-like segmental performance (2)
· Packaging Papers
− Revenues increased by 2% to €74.3 million (2014: €72.7 million)
− EBITDA from operating activities increased 40% to €14.5 million (2014: €10.4 million)
· Coreboard and Cores
− Revenues increased by 8% to €105.4 million (2014: €97.5 million)
− EBITDA from operating activities increased 16% to €12.3 million (2014: €10.6 million)
(1) Non-recurring items include restructuring costs and other costs related to the acquisition of Corenso in December 2014 and a gain arising on the sale of shares in Kotkamills in March 2015.
(2) Information on "Like-for-like segmental performance" is provided for illustrative purposes only and the results of Corenso are only consolidated with those of the Group with effect from 1 December 2014.
Commenting on the results, Dermot Smurfit, Chairman of Powerflute said:
"I am pleased to report that the Group has performed strongly during the first half of the year. Both Packaging Papers and Coreboard and Cores achieved considerable improvements on their prior year performances and the integration of the recently acquired Corenso businesses is progressing in line with our expectations.
While the second half will be impacted by planned annual maintenance shutdowns in several of the paper and coreboard mills during which we will complete a number of major projects and upgrades that are not without operational risk, in the absence of any material production challenges or any significant change in market conditions, we expect the strong underlying performance of the Group to continue for the remainder of the year."
dreamcatcher
- 10 Sep 2015 12:14
- 12 of 31
Upgrade - 10 Sep Numis 89.00 Add
dreamcatcher
- 11 Sep 2015 17:00
- 13 of 31
Naked Trader today - I bought Powerflute (LON:POWR). I first bought these early last year and I've personally made more than £20,000 on them - more than £10,000 for the website.
They're doubled once and I think they can double again. A fantastic share and a fantastic company. Even better no-one else but me and institutions are interested in them which means there is no crazy volatility in them. Please don't buy them - they won't move for ages, you'll get bored and sell them. Just leave them for me.
The reason no-one else is interested is because if you say "Packaging" it is considered boring. Punters want to chuck money at (or rather lose money) oil, energy, pharma and heavily volatile shares.
Boring shares that continue making stuff and bringing home increased profits? Pah! We want excitement! We want fights on bulletin boards! Actually we just want a fight as all the pubs have shut.....
POWR recently bought up Corenso which has led to some net debt. But it also has lead to massively increasing profits. This one in my view should carry on gently rising - a penny a week here or there and should already be over a quid. I'm going to forget about it again for a year and come back and see how it is doing.
dreamcatcher
- 19 Oct 2015 18:35
- 14 of 31
Edison -
Valuation: Positive trading newsflow driver
Powerflute’s share price responded well to the initial acquisition of Corenso in December and has also done so against positive trading newsflow from both divisions in the last six months. Consequently, the share price is up almost 90% ytd and near to an all-time high, giving current P/E and EV/EBITDA metrics of 15.9x and 8.4x respectively. It is still relatively early days with Corenso and our estimates have been shown to be conservative during the integration phase to date, but we expect to revisit future forecast years as more detail emerges.
dreamcatcher
- 19 Oct 2015 18:35
- 15 of 31
Next event
FY15 year end
December 2015
dreamcatcher
- 28 Oct 2015 21:14
- 16 of 31
28 Oct Davy Research N/A Outperform
dreamcatcher
- 10 Dec 2015 14:19
- 17 of 31
Trading Statement
RNS
RNS Number : 5861I
Powerflute Oyj
10 December 2015
10 December 2015
Powerflute
Trading Statement
Powerflute Oyj ("Powerflute" or the "Group") today provides an update on trading and on the outlook for the year ending 31 December 2015.
The Group has performed strongly during the second half of the year in both its Coreboard and Cores and Packaging Papers activities and the outlook for 2016 remains positive.
In Coreboard and Cores, the US business continues to enjoy favourable market conditions and is performing well. In China, while the competitive environment has become more challenging as the year has progressed, margins have been maintained. In Europe, actions taken earlier in the year to address the cost base and concentrate sales into more attractive markets are beginning to deliver benefits and recent announcements by competitors of price increases for both coreboard and cores are expected to contribute to further forward momentum in 2016.
Market conditions for Packaging Papers have softened slightly compared with earlier in the year, but continue to compare favourably with prior periods. The annual planned maintenance stop in September was completed successfully, with the restart in line with the planned schedule and the various projects undertaken all delivering benefits in line with or ahead of our expectations.
The results for the year will be affected by non-recurring items related to the acquisition and integration of Corenso. However, these items continue to be in line with or lower than the estimates previously provided and the integration of Corenso is progressing well.
The outcome for the year remains dependent upon a number of factors, including the extent to which production units continue to operate through the Christmas and New Year holiday periods and the impact of fluctuations in exchange rates on open foreign currency hedging positions. However, assuming no material change in exchange rates between now and the year-end, we currently expect that EBITDA before non-recurring items for the full year will be in the range €53 million to €55 million and that net debt at the year-end will be in the range €42 million to €46 million.
The Group will release its results for the year ended 31 December 2015 in March 2016.
dreamcatcher
- 10 Dec 2015 14:20
- 18 of 31
Receipt of Preliminary Proposal
RNS
RNS Number : 5862I
Powerflute Oyj
10 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED, NOR AS TO THE TERMS OF ANY SUCH TRANSACTION.
10 December 2015
Powerflute Oyj
Receipt of preliminary proposal regarding a possible offer
Powerflute Oyj ("Powerflute" or the "Company") announces that it has received a preliminary proposal from Madison Dearborn Partners, LLC ("Madison Dearborn") regarding a possible offer for the entire issued and to be issued share capital of the Company (the "Proposal"), which the Board of Directors of Powerflute (the "Board") is considering.
The Proposal is:
- 90 pence in cash for each issued or to be issued Powerflute share held by shareholders other than Dermot F. Smurfit (Chairman of Powerflute) and Bacchantes Limited ("Bacchantes"), the investment vehicle of Sir Michael Smurfit; and
- 79 pence in cash for each Powerflute share held by Dermot F. Smurfit and Bacchantes, plus a contingent value right of 6 pence for each Powerflute share held by Dermot F. Smurfit and Bacchantes, payable 18 months after the completion date of any transaction (the "Trigger Date") in the event that the Powerflute business achieves EBITDA of €66 million (excluding EBITDA from any subsequent acquisitions) in the 12 months up to the Trigger Date.
The number of Powerflute shares in issue or to be issued at 9 December 2015 was 296,587,174 (including share options yet to be exercised but excluding shares held in treasury) of which 106,973,221 (36.1 per cent.) are held by Dermot F. Smurfit or Bacchantes.
Powerflute has been informed that Sir Michael Smurfit is an adviser to Madison Dearborn, and that the Proposal would permit partial co-investment by Bacchantes of a portion of Bacchantes's proceeds from the proposed transaction. Powerflute has been informed that Dermot F. Smurfit would not co-invest with Madison Dearborn as part of the Proposal.
The Proposal is subject to a number of pre-conditions typical for a transaction of this type including the continuation of due diligence and the availability of financing.
The Proposal will be evaluated by the independent members of the Board, comprising all directors other than Dermot F. Smurfit and Dermot S. Smurfit.
There can be no certainty that any formal offer will be made, or as to the terms of any offer.
A further announcement regarding the Proposal will be made as and when appropriate.
Investors are reminded that any offer for the entire issued and to be issued share capital of Powerflute would not be subject to the UK's City Code on Takeovers and Mergers nor Finnish takeover regulations.
This announcement is being made by Powerflute with the prior agreement and approval of Madison Dearborn.
- Ends-
dreamcatcher
- 21 Dec 2015 14:19
- 19 of 31
Termination of discussions
RNS
RNS Number : 6570J
Powerflute Oyj
21 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
21 December 2015
Powerflute Oyj
Termination of discussions
On 10 December 2015 Powerflute Oyj ("Powerflute" or the "Company") announced that it had received a preliminary proposal from Madison Dearborn Partners, LLC ("Madison Dearborn") regarding a possible offer for the entire issued and to be issued share capital of the Company (the "Proposal").
Following evaluation of the Proposal by the independent members of the Board of Directors of Powerflute and consultations with certain major shareholders of Powerflute, the Board of Powerflute has terminated discussions with Madison Dearborn.
This announcement is being made by Powerflute with the prior knowledge of Madison Dearborn.
- Ends -
dreamcatcher
- 08 Mar 2016 08:24
- 20 of 31
Final Results
RNS
RNS Number : 3204R
Powerflute Oyj
08 March 2016
8 March 2016
Powerflute
Preliminary Results for the year ended 31 December 2015
Powerflute Oyj ("Powerflute" or the "Group") today announces its preliminary results for the year ended 31 December 2015. Powerflute is quoted on the AIM market of the London Stock Exchange (POWR).
HIGHLIGHTS
· Transformational acquisition of Corenso, coupled with strong improvements in performance in both Coreboard and Cores and Packaging Papers
· Sales and production records achieved across the Group
· Group revenues increased to €357.2 million (2014: €150.1 million)
· EBITDA excluding non-recurring items increased to €55.2 million (2014: €20.9 million)
· Net debt reduced to €37.1 million (2014: €61.5 million) representing 0.7 times EBITDA
· Proposed dividend increased by 100% to 3.0 cents per share (2014: 1.50 cents)
Results excluding non-recurring items (1)
· EBITDA from operating activities increased to €55.2 million (2014: €20.9 million)
· Operating profit of €45.3 million (2014: €14.9 million)
· Underlying EPS increased to 9.6 cents per share (2014: 3.8 cents)
Results including non-recurring items
· EBITDA of €53.3 million (2014: €16.2 million)
· Operating profit of €43.3 million (2014: €10.1 million)
· Profit before tax of €37.7 million (2014: €8.6 million)
· Basic EPS of 9.1 cents per share (2014: 2.2 cents)
(1) Results excluding non-recurring items exclude expenses directly related to the acquisition and integration of Corenso
Commenting on the results, Dermot Smurfit, Chairman of Powerflute said:
"2015 has been another very successful year for Powerflute. The Corenso acquisition has been truly transformational, more than doubling the size and profitability of the Group and significantly increasing its scale and global presence. Although we benefited significantly from favourable market conditions and foreign exchange rates throughout the year, our executive management teams have once again delivered improvement in the underlying operating performance across the Group.
"Despite some recent softening of market conditions, both Coreboard and Cores and Packaging Papers currently have satisfactory forward order books at price levels comparable with the prior year. In the absence of any marked change in the external environment, we currently expect that 2016 will be another successful year for the Group."
- Ends-
dreamcatcher
- 08 Mar 2016 15:59
- 21 of 31
Broker Forecast - Numis issues a broker note on Powerflute Oyj
Numis today upgrades its investment rating on Powerflute Oyj (LON:POWR) to buy (from hold) and raised its price target to 105p (from 95p). Story provided by StockMarketWire.com
dreamcatcher
- 15 Mar 2016 20:20
- 22 of 31
Naked Trader - An oft overlooked share is Powerflute. (LON:POWR). Maybe because it has nothing to do with power or flutes. More like packaging.
A real surge in profits after a recent acquisition and a doubled dividend makes this look worth a lot more, for sure over 100p which is what I am targetting - a good performance to see profits go from 8.6m to 37.7m Euros.
I think there is at least 20% upside to come so I'm in for some Power. and Flutes.
dreamcatcher
- 26 May 2016 18:25
- 23 of 31
AGM Statement
RNS
RNS Number : 3378Z
Powerflute Oyj
26 May 2016
26 May 2016
POWERFLUTE OYJ
AGM STATEMENT
Powerflute Oyj ("Powerflute" or the "Group") today provided the following update on trading at the Annual General Meeting of shareholders held in Kuopio, Finland.
The Group continued to perform well during the first four months of 2016, achieving trading results broadly in line with those of the same period of the prior year despite encountering less favourable market conditions.
In Coreboard and Cores, the economic slowdown in China impacted on results in the region, but businesses in the US continued to perform strongly and some underlying improvement on the prior year was achieved in Europe. In Packaging Papers, the order situation continued to be challenging and margins remained under pressure due to softening of demand in containerboard markets worldwide and the impact of capacity increases in SC-fluting which will take some time for the market to absorb.
Although the second half of the year is expected to be more challenging, the Group remains well positioned in attractive markets and we expect that further benefits from the operational improvement programmes currently underway in each of our businesses should help to mitigate the impact of more challenging market conditions.
Ends
dreamcatcher
- 25 Jul 2016 16:20
- 24 of 31
25 Jul Numis 105.00 Buy
dreamcatcher
- 07 Aug 2016 17:52
- 25 of 31
Waiting for the start of an uplift. :-))
dreamcatcher
- 07 Aug 2016 18:00
- 26 of 31
Announcement of interim results - August 2016
dreamcatcher
- 16 Aug 2016 07:09
- 27 of 31
Interim Results
RNS
RNS Number : 2289H
Powerflute Oyj
16 August 2016
16 August 2016
Powerflute
Unaudited Interim Results
For the six months ended 30 June 2016
Powerflute Oyj ("Powerflute" or the "Group") today announces its unaudited interim results for the six-month period ended 30 June 2016.
HIGHLIGHTS
Results excluding non-recurring items (1)
· Revenues decreased to €176.1 million (2015: €179.7 million)
· EBITDA from operating activities was €26.5 million (2015: €26.5 million)
Results including non-recurring items
· EBITDA from operating activities was €26.5 million (2015: €24.0 million)
· Operating profit increased to €21.6 million (2015: €21.1 million)
· Profit before tax increased to €18.5 million (2015: €18.2 million)
· EPS increased to 4.5 cents per share (2015: 4.3 cents)
· Net debt of €42.9 million (€37.1 million at 31 December 2015)
· Refinancing of €120 million borrowing facilities agreed in July 2016 will result in a significant reduction in net interest expenses
Segmental performance excluding non-recurring items (1)
· Coreboard and Cores
− Revenues increased to €106.1 million (2015: €105.4 million)
− EBITDA from operating activities increased to €15.2 million (2015: €12.2 million)
· Packaging Papers
− Revenues decreased to €69.9 million (2015: €74.3 million)
− EBITDA from operating activities reduced to €11.4 million (2015: €14.5 million)
(1) Non-recurring items in the period ended 30 June 2015 included restructuring costs and other costs related to the acquisition of Corenso in December 2014 and a gain arising on the sale of shares in Kotkamills in March 2015. There were no non-recurring items in the period ended 30 June 2016.
Commenting on the results, Dermot Smurfit, Chairman of Powerflute said:
"I am pleased to report that the Group has continued to perform well during the first half of the year. The integration of the Corenso businesses acquired in December 2014 is now substantially complete and our Coreboard and Cores division has delivered an increase in profits compared with the prior year as the benefits of operational initiatives launched in 2015 are now being realised. In Packaging Papers, a decision to implement the planned annual maintenance shutdown during the first half of the year together with more challenging market conditions resulted in profits below the record performance achieved in 2015."
"Markets are expected to remain competitive throughout the second half of the year. Despite this, we expect to make further progress with operational improvement initiatives in both Coreboard and Cores and Packaging Papers and expect that the Group will continue to perform well for the remainder of the year."
dreamcatcher
- 22 Aug 2016 16:11
- 28 of 31
Nice recovery
dreamcatcher
- 15 Sep 2016 20:18
- 29 of 31
Recommended Cash Offer
RNS
RNS Number : 9119J
Powerflute Oyj
15 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
15 September 2016
RECOMMENDED CASH OFFER
for
POWERFLUTE OYJ
by
NORDIC PACKAGING AND CONTAINER (FINLAND) HOLDINGS OY
an affiliate of
MADISON DEARBORN PARTNERS, LLC
The boards of directors of Nordic Packaging and Container (Finland) Holdings Oy ("Bidco") and Powerflute Oyj ("Powerflute" or the "Company") are pleased to announce the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Powerflute (including all outstanding Powerflute Options) not already owned, or agreed to be acquired, by Bidco. Bidco is a company recently incorporated in Finland by investment funds advised by Madison Dearborn Partners, LLC ("MDP") for the purpose of making and implementing the Offer. Further details in relation to MDP and Bidco are set out in paragraph 9 of this Announcement.
Summary
· Under the terms of the Offer, Powerflute Shareholders and Powerflute Optionholders (other than the Smurfit Parties) will be entitled to receive:
For each Powerflute Share:
90 pence in cash; and
For each Powerflute Option:
90 pence in cash less the applicable subscription price for such Powerflute Option.
· The Offer values the entire issued and to be issued share capital of Powerflute (including all outstanding Powerflute Options) at approximately £268 million and represents:
· a premium of approximately 22.0 per cent. to the Closing Price per Powerflute Share of 73.75 pence on 14 September 2016, being the last Business Day prior to the date of this Announcement; and
· a premium of approximately 23.6 per cent. to the average Closing Price of 72.82 pence per Powerflute Share for the 90 day period up to and including 14 September 2016, being the last Business Day prior to the date of this Announcement.
· Bidco has either agreed to acquire pursuant to the Smurfit Undertakings or received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 152,034,507 Powerflute Shares (inclusive of Powerflute Shares underlying Powerflute Options), representing approximately 51.0 per cent. of the entire issued share capital of Powerflute (assuming exercise of all outstanding Powerflute Options and excluding treasury shares).
· Bidco has already agreed, in private transactions pursuant to the Smurfit Undertakings, to acquire the Smurfit Parties' entire beneficial holdings in Powerflute amounting to, in aggregate, 81,973,221 Powerflute Shares (inclusive of Powerflute Shares underlying Powerflute Options), representing approximately 27.5 per cent. of the entire issued share capital of Powerflute (assuming exercise of all outstanding Powerflute Options and excluding treasury shares), for 80 pence in cash for each Powerflute Share and 80 pence in cash less the applicable subscription price for each Powerflute Option and otherwise on the terms and conditions set out in the Smurfit Undertakings. The Smurfit Parties will have no continuing equity interest in Powerflute following the completion of the Offer.
· Bidco has obtained an irrevocable undertaking from Henderson Global Investors Limited and Alphagen Capital Limited (in their capacities as discretionary investment managers) to accept, or direct acceptances of, the Offer in respect of a total of 49,634,357 Powerflute Shares, representing, in the aggregate, approximately 16.7 per cent. of the entire issued share capital of Powerflute (assuming exercise of all outstanding Powerflute Options and excluding treasury shares). Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement.
· The Independent Directors, who have been so advised by Rothschild as to the financial terms of the Offer, considers the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Rothschild has taken into account the commercial assessments of the Independent Directors. Rothschild is providing independent financial advice to the Independent Directors. In view of their ongoing involvement, neither Marco Casiraghi nor David Walton has participated in the preparations and deliberations regarding the Independent Directors' recommendation.
· The Independent Directors have consulted with the Company's Nominated Adviser, Numis Securities Limited, regarding the matters described in this Announcement where required by and in accordance with the AIM Rules.
· The Independent Directors intend to recommend unanimously that Powerflute Shareholders and Powerflute Optionholders accept the Offer, as the Powerflute Directors (other than Dr. Dermot F. Smurfit) who hold Powerflute Shares and Powerflute Options have irrevocably undertaken to do in respect of their entire beneficial holdings in Powerflute amounting to, in aggregate, 20,426,929 Powerflute Shares (inclusive of Powerflute Shares underlying Powerflute Options), representing approximately 6.9 per cent. of the entire issued share capital of Powerflute (assuming exercise of all outstanding Powerflute Options and excluding treasury shares). Shareholders should refer to paragraph 6 of this Announcement for further detail on the background to and reasons for the Independent Directors' recommendation.
· The Offer is conditional upon, amongst other things, Bidco receiving valid acceptances (which have not been withdrawn) in respect of Powerflute Shares and Powerflute Options which, when taken together with the Powerflute Shares and Powerflute Options that Bidco has actually acquired (or has an unconditional right to acquire) pursuant to the Smurfit Undertakings and any other Powerflute Shares or Powerflute Options acquired by Bidco before or during the Disclosure Period (whether pursuant to the Offer or otherwise), will result in Bidco holding more than 90 per cent. of the Powerflute Shares and voting rights then normally exercisable at a general meeting of Powerflute (assuming exercise of all outstanding Powerflute Options and excluding treasury shares).
· If the Offer becomes, or is declared, unconditional in all respects and sufficient acceptances of the Offer are received, Bidco intends to procure that Powerflute will make an application to the London Stock Exchange for the cancellation of the admission to trading on AIM of all the Powerflute Shares. Cancellation of admission to trading is likely to reduce significantly the liquidity and marketability of any Powerflute Shares in respect of which the Offer has not been accepted at such time. It is also intended that, following implementation of the Offer, Bidco will seek to re-register Powerflute as a private limited company.
· If the Offer becomes, or is declared, unconditional in all respects and sufficient acceptances of the Offer are received, Bidco also intends to initiate compulsory redemption proceedings pursuant to Chapter 18 Section 1 of the Finnish Companies Act to acquire compulsorily, on the same terms as the Offer, the remaining Powerflute Shares in respect of which the Offer has not at such time been accepted, whether or not the Offer remains open.
· Powerflute has its registered office in Finland and is not subject to the UK City Code on Takeovers and Mergers (the "Code"). Accordingly the Code does not apply to the Offer by Bidco for Powerflute and this transaction is not subject to the jurisdiction of, or being regulated by, the UK Panel on Takeovers and Mergers (the "Takeover Panel"). However, Powerflute and Bidco have agreed, to the extent set out in the Implementation Agreement, that they will conduct themselves and the Offer as if the Offer were subject to the Code.
The offer price for each outstanding Powerflute Share validly tendered (and not validly withdrawn) in accordance with the terms and conditions of the Offer will be payable in Sterling. However, beneficial owners of Powerflute Shares that are registered directly in their own name in the Finnish book-entry system will have the option to receive (in full satisfaction of Bidco's obligations in respect of the offer price) payment in respect of their Powerflute Shares that are validly tendered (and not validly withdrawn) in accordance with the terms and conditions of the Offer in the equivalent amount of Euros determined as near to the payment date as reasonably practicable based on the Euro spot rate against the Sterling exchange rate on the nearest practicable day to such payment date (as determined and implemented by the receiving agent for the Offer).
This summary should be read in conjunction with the following full announcement and the Appendices. The Offer will be subject to the Conditions and principal further terms set out in this Announcement and to the full terms and conditions that will be set out in the Offer Document and, in respect of Powerflute Shares held in certificated form and Powerflute Options, the applicable Form of Acceptance.
It is intended that the Offer Document and the Forms of Acceptance containing further details of the Offer will be despatched to Powerflute Shareholders and Powerflute Optionholders (other than to persons in a Restricted Jurisdiction) as soon as practicable and, in any event, not later than 28 days after the date of this Announcement (unless agreed otherwise with the Independent Directors).
Appendix 1 contains the conditions and certain further terms of the Offer. Appendix 2 contains bases and sources of certain information contained in this summary and the following announcement. Appendix 3 contains details of irrevocable undertakings received by Bidco. Appendix 4 contains the definitions of certain terms used in this summary and this Announcement.
Powerflute confirms that, as of close of business on 14 September 2016, it had in issue 290,650,374 ordinary shares of no nominal value (excluding shares held in treasury). The International Securities Identification Number for Powerflute Shares is FI0009015291.
The above figure may be used by shareholders to determine the percentage of issued share capital they hold in Powerflute for the purposes of making Disclosure as described in the Announcement.