Listing Prospectus
15 September 2014
Ahlstrom Corporation
EUR 100,000,000 Callable Notes due 2019
On 15 September 2014, Ahlstrom Corporation (the “Issuer”) issued senior unsecured notes with an aggregate nominal amount of
EUR 100,000,000 (the “Notes”) mainly to certain domestic and international institutional investors. The Notes are represented by
units in denominations of EUR 1,000. The rate of interest of the Notes is 4.125 per cent per annum. The maturity date of the Notes is
on 15 September 2019, unless the Issuer prepays the Notes in accordance with the terms and conditions of the Notes.
This document (this document and the documents incorporated herein by reference jointly referred to as the “Listing Prospectus”)
has been prepared solely for the purpose of admission of the Notes to public trading on NASDAQ OMX Helsinki Ltd (the “Helsinki
Stock Exchange”) and does not constitute any offering of the Notes. Application has been made for the Notes to be admitted to
public trading on the Helsinki Stock Exchange (the “Listing”), and the Listing is expected to take place on or about 18 September
2014.
Besides filing this Listing Prospectus with the FIN-FSA and the application to the Helsinki Stock Exchange, neither the Issuer nor
the Lead Managers (defined hereafter) have taken any action, nor will they take any action to render any public offer of the Notes or
their possession, or the distribution of this Listing Prospectus or any other documents relating to the Notes admissible in any other
jurisdiction than Finland requiring special measures to be taken for the purpose of a public offer.
The Notes have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities Act”) or
with any securities regulatory authority of any state of the United States. The Notes may not be offered, sold, pledged or
otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of any U.S. person (as
defined in Regulation S under the Securities Act), except in certain transactions in reliance on Regulation S under the
Securities Act.
The Issuer or the Notes have not been assigned any credit ratings at the request or with the co-operation of the Issuer in the rating
process.
Investment in the Notes involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its
obligations under the Notes are discussed in Section “Risk Factors”.
Lead Managers
IMPORTANT INFORMATION
In this Listing Prospectus, “Ahlstrom”, the “Company”, the “Group” and “Ahlstrom Group” refer to Ahlstrom Corporation and its
consolidated subsidiaries, except where the context may otherwise require. All references to the “Issuer” refer to Ahlstrom Corporation.
This Listing Prospectus has been drawn up in accordance with the Finnish Securities Markets Act (746/2012) (the “Finnish Securities
Markets Act”), the Decree of the Finnish Ministry of Finance on the Prospectus referred to in Chapters 3 to 5 of the Finnish Securities
Market Act (1019/2012), the Commission Regulation (EC) No 809/2004, as amended, in application of the Annexes IV, V and XXII thereof,
and the regulations and guidelines of the Finnish Financial Supervisory Authority (the “FIN-FSA”). The FIN-FSA, which is the competent
authority for the purposes of Directive 2003/71/EC (as amended by Directive 2010/73/EU, the “Prospectus Directive”) and relevant
implementing measures in Finland, has approved this Listing Prospectus (registration number FIVA 74/02.05.04/2014) but assumes no
responsibility for the correctness of the information contained herein.
This Listing Prospectus should be read in conjunction with all documents which are deemed to be incorporated herein by reference and such
documents form part of this Listing Prospectus. See “Documents Incorporated by Reference”.
Danske Bank Oyj and Skandinaviska Enskilda Banken AB (publ) (the “Lead Managers”) are acting for Ahlstrom as the arrangers and lead
managers of the Listing. The Lead Managers are not acting for anyone else in connection with the Listing and will not be responsible to
anyone other than Ahlstrom for providing the protections afforded to their respective clients nor for providing any advice in relation to the
Listing or the contents of this Listing Prospectus. Investors should rely only on the information contained in this Listing Prospectus. Without
prejudice to any obligation of Ahlstrom to publish a supplement to the prospectus pursuant to applicable rules and regulations, neither the
delivery of this Listing Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of Ahlstrom since the date of Listing Prospectus or that the information herein is correct as of any time subsequent to
the date of Listing Prospectus.
In making an investment decision, each investor must rely on their examination, analysis and enquiry of Ahlstrom and the Terms and
Conditions of the Notes, including the risks and merits involved. Neither Ahlstrom, the Lead Managers nor any of their respective affiliated
parties or representatives is making any representation to any offeree or subscriber of the Notes regarding the legality of the investment by
such person. Investors are required to make their independent assessment of the legal, tax, business, financial and other consequences of an
investment in the Notes.
No person has been authorised to give any information or to make any representation not contained in or not consistent with this Listing
Prospectus or any information supplied by Ahlstrom or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by Ahlstrom or the Lead Managers. No representation or
warranty, express or implied, is made by the Lead Managers as to the accuracy or completeness of the information contained in this Listing
Prospectus, and nothing contained in this Listing Prospectus is, or shall be relied upon as, a promise or representation by the Lead Managers
in this respect, whether as to the past or the future. The Lead Managers assume no responsibility for the accuracy or completeness of the
information and, accordingly, disclaim to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract
or otherwise, which they might otherwise be found to have in respect of this Listing Prospectus or any such statement.
Nothing contained in this Listing Prospectus is, or shall be relied upon as, a promise or representation by Ahlstrom or the Lead Managers as
to the future. Investors are advised to inform themselves of any stock exchange releases published by Ahlstrom since the date of this Listing
Prospectus.
The distribution of this Listing Prospectus may, in certain jurisdictions, be restricted by law, and this Listing Prospectus may not be used for
the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or solicitation. No actions have been taken to register or qualify the
Notes in any jurisdiction outside of Finland, or otherwise to permit a public offering of the Notes. Ahlstrom and the Lead Managers expect
persons into whose possession this Listing Prospectus comes to inform themselves of and observe all such restrictions. Neither Ahlstrom nor
the Lead Managers accept any legal responsibility for any violation by any person, whether or not a prospective purchaser of Notes is aware
of such restrictions. In particular:

the Notes may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States, Australia,
Canada, Hong Kong, Japan, Singapore or any other jurisdiction in which it would not be permissible to offer the Notes; and

this Listing Prospectus may not be sent to any person in the aforementioned jurisdictions.
This Listing Prospectus has been prepared in English only. However, the summary of this Listing Prospectus has been translated into
Finnish.
The Notes are governed by Finnish law and any dispute arising in relation the Notes shall be settled exclusively by Finnish courts in
accordance with Finnish law.
ii
CONTENTS
IMPORTANT INFORMATION ........................................................................................................................................II
CONTENTS ..................................................................................................................................................................... III
SUMMARY........................................................................................................................................................................ 1
TIIVISTELMÄ ................................................................................................................................................................. 14
RISK FACTORS .............................................................................................................................................................. 27
GENERAL INFORMATION ........................................................................................................................................... 42
Responsibility Statement ............................................................................................................................. 42
Auditors ....................................................................................................................................................... 42
Special Cautionary Notice Regarding Forward Looking Statements .......................................................... 42
Market and Industry Information ................................................................................................................ 43
Additional Information ................................................................................................................................ 43
No Incorporation of Website Information ................................................................................................... 43
Notice to Prospective Investors in the European Economic Area (other than Finland) .............................. 43
Notice to Prospective Investors in the United Kingdom ............................................................................. 44
Notice to Prospective Investors in the United States ................................................................................... 44
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................. 45
ADDITIONAL INFORMATION ON THE ISSUE OF THE NOTES............................................................................. 74
INFORMATION ABOUT THE ISSUER ........................................................................................................................ 75
General ........................................................................................................................................................ 75
History and Development of Ahlstrom ....................................................................................................... 75
Recent Events .............................................................................................................................................. 76
Strategy ........................................................................................................................................................ 76
Investments .................................................................................................................................................. 77
Business Overview ...................................................................................................................................... 77
Organization ................................................................................................................................................ 79
Agreements outside the Ordinary Course of Business ................................................................................ 79
Legal and Arbitration Proceedings .............................................................................................................. 79
SELECTED FINANCIAL INFORMATION ................................................................................................................... 81
FINANCIAL INFORMATION AND FUTURE OUTLOOK .......................................................................................... 88
Historical Financial Information ................................................................................................................. 88
Significant Changes in the Issuer’s Financial Position................................................................................ 88
Trend Information ....................................................................................................................................... 88
Future Outlook............................................................................................................................................. 88
Influence of Management on Factors Affecting the Estimates ................................................................... 88
DIRECTORS, MANAGEMENT AND SIGNIFICANT SHAREHOLDERS OF THE ISSUER .................................... 89
Board of Directors ....................................................................................................................................... 89
Conflict of Interest ....................................................................................................................................... 90
Corporate Governance ................................................................................................................................. 90
Board Committees ....................................................................................................................................... 91
President and CEO ...................................................................................................................................... 92
Executive Management Team ..................................................................................................................... 92
FINNISH TAXATION ..................................................................................................................................................... 95
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................................... 96
DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION ........................................................................... 97
iii
SUMMARY
Summaries are made up of disclosure requirements known as “Elements‟. These elements are numbered in Sections A–E (A.1–E.7).
This summary contains all the Elements required to be included in the summary for this type of securities and the Issuer. Because some
Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and the Issuer, it is possible
that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the
summary with the mention of “not applicable‟.
A – Introduction and Warnings
A.1
Warning
The following summary is not intended to be exhaustive and should be read as an
introduction to this Listing Prospectus, including the financial statements of the Company
and other financial information contained in this Listing Prospectus. Any decision to
invest in the Notes should be based on consideration of this Listing Prospectus as a
whole. Certain terms used in this summary are defined elsewhere in this Listing
Prospectus. Where a claim relating to the information contained in this Listing Prospectus
is brought before a court in the European Economic Area, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear
the costs of translating the Listing Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled this summary including any
translation thereof, but only if the summary is misleading, inaccurate or inconsistent
when read together with the other parts of this Listing Prospectus or it does not provide,
when read together with the other parts of the Listing Prospectus, key information in
order to aid investors when considering whether to invest in the Notes.
A.2
Consent to the use of the
Listing Prospectus for
subsequent resale and final
placement of the Notes, the
offer period and the terms
and conditions attached to
the consent
Not applicable.
B.1
Legal and commercial name
of the Issuer
Ahlstrom Corporation.
B.2
Domicile and legal form of
the issuer, legislation under
which the Issuer operates
and country of incorporation
of the Issuer
A Finnish public limited liability company incorporated and operating under the laws of
Finland.
B.4b
Known trends affecting the
Issuer and the Issuer’s
industries
The slower-than-anticipated economic growth poses risks to Ahlstrom’s financial
performance. It may lead to lower sales volumes and force Ahlstrom to initiate more
market-related shutdowns at plants, which could affect profitability. The uncertainty
related to global economic growth, increased volatility in the Company’s main markets,
and limited visibility, are making it more difficult to forecast future developments.
B – Issuer
In recent years, Ahlstrom has initiated investment projects, such as the wallcoverings
production line in Binzhou, China, that are in a start-up phase. The Company’s financial
performance may be negatively affected by the commercialization of new production
lines.
1
Ahlstrom's main raw materials are natural fibers, mainly pulp, synthetic fibers, and
chemicals. The prices of the key raw materials used by Ahlstrom are volatile and some of
them, such as softwood pulp, remain at a high level.
B.5
Description of the Group and
the Issuer’s position within
the Group
At the date of this Listing Prospectus, the Ahlstrom Group consists of the parent company
Ahlstrom Corporation and several subsidiaries and associated companies in 20 different
countries.
B.9
Profit forecast or estimate
The outlook presented on January 30, 2014 remains unchanged. Based on Ahlstrom’s
view of the development of its main markets, pricing and product mix, competitive
dynamics and expected cost savings, the Company anticipates net sales in 2014 to be
EUR 930–1,090 million. The operating profit margin excluding non-recurring items is
expected to be 2–5% of net sales.
In 2014, investments excluding acquisitions are estimated to be approximately EUR 50
million (EUR 76.1 million in 2013).
B.10
Qualifications in audit report
on historical financial
information
The audit reports on historical financial information do not contain any qualifications.
B.12
Selected historical key
financial information
The following tables present selected consolidated financial information for Ahlstrom as
at and for the six month periods ended June 30, 2014 and 2013 and as at and for the
financial years ended December 31, 2013 and 2012. The financial information presented
below has been derived from Ahlstrom’s unaudited consolidated interim report as at and
for the six month period ended June 30, 2014 and from the audited financial statements as
at and for the financial year ended December 31, 2013, including unaudited consolidated
comparative financial information as at and for the financial year ended December 31,
2012.
As of November 27, 2012, the Label and Processing business area has been reported as
part of discontinued operations. The Label and Processing business in Europe was
reported as discontinued operations until May 27, 2013, and the Label and Processing
business in Brazil was reported as discontinued operations until December 2, 2013. The
results of the LP Europe and Coated Specialties for the year ended December 31, 2013
and 2012 and for the six month period ended June 30, 2013 have been presented
separately from the results of continuing operations in the income statement.
Contrary to the originally contemplated transaction structure, Ahlstrom provided
commitments to the competition authority of the European Commission according to
which Ahlstrom divested its pre-impregnated decor paper and abrasive paper backings
businesses located at the Osnabrück plant to Perusa and Ahlstrom Osnabrück GmbH with
wallpaper and hybrid wallcoverings business remained with Ahlstrom. As a result the
financial information of continuing operations presented in the tables below as at and for
the year ended December 31, 2012 has been restated to correspond to the changed
transaction structure.
The operative result of the Brazilian operation of the former Home and Personal business
area was included in discontinued operations until February 10, 2014, when its sale to
Suominen Corporation was completed.
As of January 1, 2013 Ahlstrom has adopted the amended IAS 19 Employee Benefits
standard. The financial information presented in the tables below as at and for the year
ended December 31, 2012 has been restated to correspond to the changed accounting
policies, and due to the restatement is unaudited unless stated otherwise. In accordance
with the amended IAS 19 Employee Benefits, the corridor approach has been eliminated
retrospectively and the interest cost of defined benefit plans and the expected return of
2
plan assets have been replaced by the net interest cost of the net defined benefit liability.
Additionally, the net interest cost has been reclassified to financial expenses as,
historically, interest expenses and expected return on plan assets have been recorded as a
component of employee benefit expense.
Ahlstrom’s consolidated financial statements have been prepared in accordance with the
International Financial Reporting Standards (“IFRS”) as adopted by the European
Union.
Income Statement
MEUR
Net sales
Cost of goods sold
Gross profit
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
502.2
-415.8
86.4
520.3
-438.4
81.9
-23.6
-9.3
-41.7
2.6
-0.4
14.0
-21.1
-9.8
-40.1
5.0
-1.1
14.7
-42.2
-19.3
-74.7
8.9
-5.9
10.7
-42.3
-17.1
-74.1
10.5
-2.3
21.8
-9.5
0.3
-10.1
-4.6
-20.4
-5.7
-21.2
-7.1
4.8
-3.9
0.9
0.1
-3.1
-3.0
-15.4
-3.5
-18.9
-6.4
-10.0
-16.4
7.0
0.9
103.8
-31.1
118.2
-42.3
18.6
-2.3
8.0
72.7
75.9
16.4
8.8
69.7
57.0
-0.1
10.3
-1.5
71.6
-1.9
61.0
-3.9
1.6
-1.6
-0.02
-0.09
-0.46
-0.44
0.15
1.47
1.17
-0.09
Sales and marketing expenses
R&D expenses
Administrative expenses
Other operating income
Other operating expenses
Operating profit/loss
Net financial expenses
Share of profit / loss of equity accounted
investments
Profit/loss before taxes
Income taxes
Profit/loss for the period from continuing
operations
Discontinued operations
Profit/loss for the period
Impairment loss recognized on the remeasurement
to fair value and cost to sell
Profit/loss for the period from discontinued
operations
Profit/loss for the period
Attributable to
Owners of the parent
Non-controlling interest
Continuing operations
Basic and diluted earnings per share (EUR) 1)
Including discontinued operations
Basic and diluted earnings per share (EUR) 1)
__________________________________
1)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
1,014.8
1,010.8
-870.8
-863,7
144.0
147.1
With the effect of interest on hybrid bond for the period, net of tax.
3
Statement of comprehensive income
MEUR
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
Profit / loss for the period
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
8.8
69.7
57.0
-0.1
0.2
0.2
5.4
5.4
3.5
3.5
-18.1
-18.1
4.3
0.1
-13.6
0.1
-34.0
-0.5
-14.5
0.0
Other comprehensive income, net of tax
Items that will not be reclassified to profit or
loss
Remeasurements of defined pension plans
Total
Items that may be reclassified subsequently to
profit or loss
Translation differences
Share of other comprehensive income of equity
accounted investments
Changes in the fair value of available-for-sale
financial assets
Cash flow hedges
Total
7.6
-
-
-
-0.1
11.9
-13.5
-0.1
-34.7
-14.4
Other comprehensive income, net of tax
Total comprehensive income for the period
12.1
20.9
-8.1
61.6
-31.1
25.9
-32.5
-32.6
Attributable to
Owners of the parent
Non-controlling interest
22.4
-1.5
63.5
-1.9
30.1
-4.2
-30.8
-1.8
4
Balance sheet
MEUR
IFRS, June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Dec 31
2013
(audited)
2012
restated
(unaudited)
Assets
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Equity accounted investments
Other investments
Other receivables
Deferred tax assets
Total non-current assets
366.2
66.6
23.5
36.7
39.4
7.5
72.0
611.9
369.8
69.2
27.0
37.3
50.4
11.3
69.9
634.9
370.8
66.8
24.1
36.3
53.3
8.6
73.4
633.4
372.9
69.0
28.7
29.8
0.3
11.1
63.6
575.4
Current assets
Inventories
Trade and other receivables
Income tax receivables
Cash and cash equivalents
120.6
189.8
0.5
56.0
121.5
177.0
0.7
72.1
106.6
173.0
0.6
38.2
112.4
157.4
0.6
53.4
366.9
-
371.2
151.8
318.4
18.9
323.8
448.3
978.8
1,157.9
970.6
1,347.5
Equity attributable to owners of the parent
Hybrid bond
Non-controlling interest
Total equity
222.2
100.0
8.0
330.2
260.2
80.0
11.4
351.7
232.4
100.0
9.0
341.4
391.9
80.0
13.3
485.1
Non-current liabilities
Interest-bearing loans and borrowings
Employee benefit obligations
Provisions
Other liabilities
Deferred tax liabilities
Total non-current liabilities
154.1
75.2
1.7
0.5
4.9
236.3
183.0
71.3
1.9
0.5
18.7
275.4
182.3
76.1
1.4
0.5
4.0
264.3
201.1
81.4
2.0
5.5
11.6
301.6
Current liabilities
Interest-bearing loans and borrowings
Trade and other payables
Income tax liabilities
Provisions
Total current liabilities
185.2
214.1
3.5
9.5
412.3
184.6
280.5
3.2
7.4
475.6
148.2
200.2
3.9
6.9
359.1
156.6
196.2
2.7
7.2
362.8
Total liabilities
648.7
751.0
623.4
664.4
-
55.3
5.9
197.9
978.8
1,157.9
970.6
1,347.5
Total current assets
Assets classified as held for sale and distribution
to owners
Total assets
Equity and liabilities
Liabilities directly associated with assets classifies
as held for sale and distribution to owners
Total equity and liabilities
5
Statement of Cash Flows
Including discontinued operations
MEUR
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
Cash flow from operating activities
Profit/loss for the period
Adjustments, total
Changes in net working capital
Change in provisions
Financial items
Income taxes paid / received
Net cash from operating activities
8.8
27.1
-20.0
2.9
-8.6
-2.1
8.2
69.7
-24.2
-20.6
-0.8
-7.7
-2.3
14.1
57.0
9.1
-2.3
-1.9
-16.9
-4.1
41.0
-0.1
116.1
0.4
-10.7
-20.6
-6.5
78.7
Cash flow from investing activities
Acquisitions of Group companies
Purchase of tangible and intangible assets
Other investing activities
Net cash from investing activities
-32.0
34.4
2.4
-1.4
-47.8
-74.3
-123.5
-1.5
-87.0
-70.0
-158.4
-17.6
-87.5
27.6
-77.5
-4.6
-
-29.1
-
-29.1
-
-60.0
-
9.7
5.2
146.5
11.1
128.5
99.2
-80.1
-7.4
139.4
-17.6
104.3
-7.6
29.2
-38.4
Net change in cash and cash equivalents
15.7
19.0
-13.1
-37.2
Cash and cash equivalents at the beginning of the
period
Foreign exchange effect on cash
Cash and cash equivalents at the end of the
period
38.7
55.5
55.5
94.4
1.6
56.0
-1.4
73.1
-3.7
38.7
-1.8
55.5
Cash flow from financing activities
Dividends paid and other
Repurchase of own shares
Investment to Ahlstrom Corporation shares related
to share ownership plan for EMT
Payments received on hybrid bond
Repurchase of hybrid bond
Interest on hybrid bond
Effect of partial demerger
Changes in loans and other financing activities
Net cash from financing activities
6
Key Figures
MEUR
Continuing operations
Personnel costs
Depreciation and amortization
Impairment charges
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
-113.1
-23.9
-
-112.4
-26.0
-0.1
-219.2
-51.3
-2.6
-213.3
-52.4
0.1
2.8
4.4
-0.02
19,3
3,516
2.8
3.2
-0.09
32.2
3,795
1.1
0.9
-0.46
76.1
3,744
2.2
2.3
-0.44
74.1
3,825
-113.2
-23.9
1.2
-150.8
-26.0
-37.8
-268.2
-51.3
-59.0
-304.7
-72.9
0.1
5.1
7.9
5.3
-1.4
-2.5
33.3
-2.5
-4.3
13.8
3.4
5.0
0.0
283.3
33.8
85.8
294.5
30.4
83.7
291.7
35.2
85.5
303.4
36.2
62.5
Basic earnings per share1), EUR
Equity per share, EUR
Average number of shares during the period,
1000’s
Number of shares at the end of the period, 1000’s
0.15
4.81
46,115
1.47
5.64
46,105
1.17
5.04
46,105
-0.09
8.50
46,105
46,225
46,105
46,105
46,105
Capital expenditure, EUR million
Capital employed at the end of the period, EUR
million
Number of employees, average
22.7
669.4
36.9
719.2
84.8
671.8
90.4
844.1
3,526
4,861
4,490
5,141
Operating profit, %
Return on capital employment (ROCE), %
Basic earnings per share1), EUR
Capital expenditure, EUR million
Number of employees, average
Including discontinued operations
Personnel costs
Depreciation and amortization
Impairment charges
Operating profit, %
Return on capital employed (ROCE), %
Return on equity (ROE), %
Interest-bearing net liabilities, EUR million
Equity ratio, %
Gearing ratio, %
_________________________________
1)
With the effect of interest on hybrid bond for the period, net of tax.
7
Calculation of key figures
Equity ratio, % =
Total equity
Total assets - Advances received
* 100
Gearing ratio, % =
Interest-bearing net liabilities
Total equity
* 100
Return on equity (ROE), % =
Profit (loss) for the period
Total equity (annual average)
* 100
Return on capital employed
(ROCE), % =
Profit (loss) before taxes + Financing expenses
Total assets (annual average) - Non-interest bearing liabilities (annual average)
* 100
Return on capital employed
(RONA), % =
Operating profit / loss
Working capital (annual average) + Property, plant and equipment and Intangible
assets (annual average)
* 100
Basic earnings per share, EUR =
Profit (loss) for the period - Non-controlling interest - Interest on hybrid bond for
the period, net of tax
Average number of shares during the period
* 100
Profit (loss) for the period - Non-controlling interest - Interest on hybrid bond for
the period, net of tax
Average diluted number of shares during the period
* 100
Diluted earnings per share, EUR =
Equity per share, EUR =
Equity attributable to owners of the parent
Number of outstanding shares at the end of the period
8
* 100
There has been no material adverse change in the future outlook of Ahlstrom since the
publication of the last audited financial statements.
There has been no significant change in Ahlstrom’s financial or trading position since June
30, 2014.
B.13
Recent events materially
relevant to evaluation of the
Issuer’s solvency
There are no recent events materially relevant to evaluation of the Issuer’s solvency.
B.14
Dependency of the Issuer of
other entities within the
Group
At the date of this Listing Prospectus, the Ahlstrom Group consists of the parent company
Ahlstrom Corporation and several subsidiaries and associated companies in 20 different
countries.
The operations of the Group are carried out by several of Ahlstrom Corporation’s
subsidiaries and, as a result, Ahlstrom Corporation is thus dependent upon the results of
other entities within the Group.
B.15
Description of the Issuer’s
principal activities
Ahlstrom is a high performance fiber-based materials company and its products are used in
a large variety of everyday applications, such as filters, medical gowns and drapes,
diagnostics, wallcoverings, flooring and food packaging. The products are mainly used by
the transportation, construction, food and beverage, medical, energy, water, and life
science industries. Ahlstrom is divided into five business areas: Advanced Filtration,
Building and Energy, Food, Medical, and Transportation Filtration.
B.16
Description of whether the
Issuer is directly or indirectly
owned or controlled and by
whom and nature of such
control
To the extent known to the Issuer, the Issuer is not directly or indirectly owned or
controlled by any person for the purposes of Chapter 2, Section 4 of the Finnish Securities
Markets Act, and the Issuer is not aware of any arrangement the operation of which may
result in a change of control of the Issuer.
B.17
Issuer Ratings
Neither Ahlstrom Corporation nor the Notes are currently rated by any rating agency.
C – Securities
C.1
Type and class of securities
being offered
Senior unsecured notes with an aggregate nominal amount of EUR 100,000,000.
Denomination of a book-entry unit: EUR 1,000.
The ISIN code of the Notes is FI4000108501.
C.2
Currency
Euro.
C.5
Description of restrictions on
free transferability of the
Securities
Each Note will be freely transferable after it has been registered into the respective bookentry account.
C.8
Rights attached to securities /
ranking of Securities
The Notes constitute direct, unsecured and unguaranteed obligations of the Issuer ranking
pari passu among each other and with all other unsecured and unsubordinated indebtedness
of the Issuer, save for such obligations as may be preferred by mandatory provisions of
law.
9
C.9
Interest and yield; name of
representative of debt
security holders
The Notes bear fixed interest at the rate of 4.125 per cent, per annum. The interest on the
Notes will be paid annually in arrear commencing on 15 September 2015 and thereafter on
each 15 September (“Interest Payment Date”) until 15 September 2019 (the “Final
Maturity Date”).
Interest shall accrue for each interest period from and including the first day of the interest
period to (but excluding) the last day of the interest period on the principal amount of
Notes outstanding from time to time. The first interest period commences on the Issue
Date and ends on the first Interest Payment Date. Each consecutive interest period begins
on the previous Interest Payment Date and ends on the following Interest Payment Date.
The last interest period ends on the Final Maturity Date.
Interest shall be calculated on the “actual/actual ICMA” basis as specified by the
International Capital Market Association.
The effective yield of the Notes is 4.163 per cent.
The Notes shall be repaid in full at their nominal amount on the Final Maturity Date,
unless the Issuer prepays the Notes in accordance with the terms and conditions of the
Notes.
The holders of the Notes (“Noteholders”) are represented by the Noteholders’ meeting.
Additionally, Nordic Trustee Oy acts as the agent for the Noteholders.
C.10
Explanation on how the
interest amount is affected by
value of the underlying
Not applicable. The Notes have no underlying component that would affect the interest
amount.
C.11
Listing
Application has been made for the Notes to be admitted to public trading on the Helsinki
Stock Exchange, and the Listing is expected to take place on or about 18 September 2014.
Risks relating to the Issuer
There are risks relating to the Issuer and its operating environment and business as well as
to the Notes which listed below. The listing is not exhaustive and additional risks and
uncertainties not presently known to the Company, or that the Company currently believes
are immaterial, could also impair Ahlstrom’s business, financial condition, results of
operations and future prospects and, thereby, on Ahlstrom’s ability to fulfil its obligations
under the Notes and the value of the Notes. The risk factors have been described in further
detail in Section “Risk Factors”:
D – Risks
D.2
Risks Relating to Macroeconomic Conditions


Uncertain global economic and financial market conditions could adversely affect
Ahlstrom’s business, results of operations, financial condition, liquidity and capital
resources.
Negative economic developments and conditions may affect Ahlstrom’s operations,
customers and suppliers.
Risks Relating to the Company and its Business



Changes in the business environment could drive down prices or lead to a
significant reduction in sales.
Substantial fluctuation in the prices of raw material or energy or difficulties with
availability may have an adverse effect on Ahlstrom’s business.
Problems associated with operational efficiency and interruptions in business
operations may have an adverse effect on Ahlstrom.
10


















Failure of executing Ahlstrom’s strategy or failure of the strategy itself may reduce
Ahlstrom’s growth and profitability in the future.
Failure in executing Ahlstrom’s rightsizing program may have an adverse effect on
Ahlstrom.
The failure or delay of any current or upcoming investment of a significant size or in
the related investment process may have an adverse effect on Ahlstrom.
Failure in finding targets for acquisitions, implementing acquisitions or integration
or sale of operations as well as liabilities related to transactions may have an adverse
effect on Ahlstrom.
Failure to remain in line with shifts in consumer demands and preferences and/or
shifts in technologies, materials and product development may have an adverse
effect on Ahlstrom.
Loss of one or more of its major customers could have an adverse effect on
Ahlstrom.
Ahlstrom shares certain key functions and is party to a number of agreements with
Munksjö Oyj and Perusa, which may limit the ability of Ahlstrom to operate in an
efficient manner, or Ahlstrom may be unable to replace the cooperation with
equally favorable terms at the termination of the cooperation arrangements.
Changes in the regulatory framework and/or the loss of benefits associated with a
status or an authorization or possible ordered sanctions could have an adverse effect
on Ahlstrom.
Issues relating to product safety and product liability at a critical point in Ahlstrom’s
production chain could interrupt production in the unit concerned and disturb the
entire chain’s operations.
Materialization of a risk not covered by Ahlstrom’s insurance policies may have an
adverse effect on Ahlstrom.
Ahlstrom’s operations are exposed to risks related to human health, environment
and natural resources.
Political, financial or legal risks in emerging markets may have an adverse effect on
Ahlstrom.
Ahlstrom’s operations may be adversely affected by economic or political instability
or the introduction of trade sanctions; for instance, the recent events in Ukraine and
the international reaction to them may adversely affect Ahlstrom’s operations in
Ukraine, Russia and/or related markets.
Failure to recruit and retain skilled management and other personnel may have an
adverse effect on Ahlstrom.
Labor disputes in Ahlstrom’s business operations or associated areas may have an
adverse effect on the business of Ahlstrom.
Failure to establish, manage and protect intellectual property rights, as well as any
claims or demands associated with intellectual property rights, may have an adverse
effect on Ahlstrom.
Ongoing and potential future litigation could be costly, time-consuming, involve
significant amounts of money and disrupt regular activities and an unfavourable
outcome in a dispute could have adverse consequences for Ahlstrom.
Material interruptions, disruptions or failures in the functionality of the information
systems may considerably impair and weaken Ahlstrom’s business, financial
condition and the profitability of operations.
Risks Related to Financial Position and Financing







Ahlstrom may not receive financing at competitive terms or at all.
Fluctuations in interest rates may adversely affect Ahlstrom’s earnings.
Fluctuations in currency exchange rates may adversely affect Ahlstrom’s earnings
and balance sheet.
Ahlstrom’s tax burden could increase due to changes in tax laws or regulations or
their application and interpretation, or as a result of current or future tax audits.
A decline in the value of Ahlstrom’s major shareholdings in Munksjö Oyj and
Suominen Corporation may have an adverse effect on Ahlstrom.
A global economic downturn and serious dislocation of the financial markets may
expose Ahlstrom to counterparty risks.
Costs related to pension benefit plans could increase.
11
D.3
Risks relating to the securities
Risks related to the Notes include, but are not limited to, the following:



















The Notes may not be a suitable investment for all investors.
Investors of the Notes are exposed to credit risk in respect of the Issuer.
Possibility to forfeit interest and principal amount invested.
No guarantee or security is given in respect of the Notes.
Absence of rating.
Active trading market for the Notes may not develop.
Since the Notes bear a fixed interest rate, their price may fall as a result of changes
in the interest rates.
Ahlstrom may incur additional debt without the consent of the Noteholders.
No voting rights in the Issuer’s general meetings.
No assurance on change of laws or practices.
The Issuer may be able to merge, effect asset sales or otherwise effect significant
transactions that may have an adverse effect on the Notes and the Noteholders.
The completion of transactions relating to the Notes is dependent on Euroclear
Finland Ltd.’s operations and systems.
Repurchase of the Notes by the Issuer prior to maturity may have an adverse effect
on the Issuer, the Noteholders and on any Notes outstanding.
The Issuer may not be able to finance the repurchase of the Notes following a
Change of Control Event.
The Issuer is not obliged to compensate for withholding tax or similar on the Notes.
Modification of the Terms and Conditions of the Notes bind all Noteholders.
Legal investment considerations may restrict certain investments.
The right to payment under the Notes may become void due to prescription.
The rights of the Noteholders depend on the Agent’s actions and financial standing.
E – Offer
E.2b
Reasons for offer and use of
proceeds when different from
making profit and/or hedging
certain risks
Use of proceeds: Refinancing and general corporate purposes.
E.3
Terms and conditions of offer
Issue date: 15 September 2014
Maturity date: 15 September 2019.
Aggregate nominal amount of the Issue: EUR 100,000,000.
Issue Price: 99.832 per cent of the nominal amount.
Interest payment dates: Annually in arrears commencing on 15 September 2015 and
thereafter on each 15 September.
Interest: 4.125 per cent per annum.
Effective yield of the Notes: 4.163 per cent.
Redemption: At par, bullet, at maturity (unless the Issuer prepays the Notes in
accordance with the terms and conditions of the Notes).
Minimum Subscription Amount: EUR 100,000.
Covenants, mandatory repurchases and events of default: Restrictions on additional
financial indebtedness, mergers, disposals, demergers, continuation of business,
negative pledge, compliance with laws, related party transactions, change of control,
admission to trading, undertakings towards the Agent, non-payment, breach or
invalidity of the Terms and Conditions of the Notes, insolvency, attachment, cross-
12
default.
Clearing: The Notes are issued dematerialised form in the OM book-entry securities
system of Euroclear Finland Ltd.
Applicable law: Finnish Law.
E.4
Interest material to issue
including conflicting interests
Interest of the Lead Managers: Business interest normal in the financial markets.
E.7
Estimated expenses charged to
investor
The Issuer will not charge any expenses to the investor in respect of the Notes issue.
13
TIIVISTELMÄ
Tiivistelmät koostuvat sääntelyn edellyttämistä tiedoista, joita kutsutaan nimellä ”osatekijät”. Nämä osatekijät on numeroitu jaksoittain
A–E (A.1 – E.7).
Tämä tiivistelmä sisältää kaikki ne osatekijät, jotka kyseessä olevasta arvopaperista ja sen liikkeeseenlaskijasta tulee esittää.
Osatekijöiden numerointi ei välttämättä ole juokseva, koska kaikkia osatekijöitä ei arvopaperin tai liikkeeseenlaskijan luonteen vuoksi
ole esitettävä tässä tiivistelmässä.
Vaikka arvopaperin tai liikkeeseenlaskijan luonne edellyttäisi jonkin osatekijän sisällyttämistä tiivistelmään, on mahdollista, ettei
kyseistä osatekijää koskevaa merkityksellistä tietoa ole lainkaan. Tällöin osatekijä kuvataan lyhyesti ja sen yhteydessä mainitaan ”ei
sovellu”.
Jakso A – Johdanto ja varoitukset
A.1
Varoitus
Seuraavaa tiivistelmää ei ole tarkoitettu kattavaksi esitykseksi, vaan se on johdanto tässä
Listalleottoesitteessä esitettäviin yksityiskohtaisiin tietoihin, mukaan luettuna Ahlstromin
tilinpäätöstiedot ja tähän Listalleottoesitteeseen sisältyvät taloudelliset tiedot. Sijoittajien
tulee perustaa Velkakirjoja koskeva sijoituspäätöksensä Listalleottoesitteessä esitettyihin
tietoihin kokonaisuutena. Tietyt tässä tiivistelmässä käytetyt termit on määritelty muualla
tässä Listalleottoesitteessä. Mikäli Euroopan talousalueella nostetaan tähän
Listalleottoesitteeseen sisältyviä tietoja koskeva kanne, kantajana toimiva sijoittaja voi
joutua ennen oikeudenkäynnin vireillepanoa vastaamaan esitteen käännöskustannuksista
sen jäsenvaltion lainsäädännön mukaisesti, jossa kanne nostetaan. Siviilioikeudellista
vastuuta sovelletaan henkilöihin, jotka ovat laatineet tiivistelmän, sen käännös mukaan
luettuna, mutta vain, jos tiivistelmä on harhaanjohtava, epätarkka tai epäjohdonmukainen
suhteessa Listalleottoesitteen muihin osiin tai jos siinä ei anneta yhdessä
Listalleottoesitteen muiden osien kanssa keskeisiä tietoja sijoittajien auttamiseksi, kun he
harkitsevat sijoittamista Velkakirjoihin.
A.2
Suostumus arvopapereiden
edelleenmyyntiin ja
lopulliseen sijoittamiseen,
tarjousaika ja suostumuksen
ehdot
Ei sovellu.
Jakso B – Liikkeeseenlaskija
B.1
Liikkeeseenlaskijan virallinen
nimi ja muu liiketoiminnassa
käytetty toiminimi
Ahlstrom Oyj.
B.2
Liikkeeseenlaskijan
kotipaikka ja oikeudellinen
muoto, Liikkeeseenlaskijaan
sovellettava laki ja
Liikkeeseenlaskijan
perustamismaa
Suomen lain mukaisesti perustettu julkinen osakeyhtiö.
B.4b
Kuvaus mahdollisista tiedossa
olevista suuntauksista, jotka
vaikuttavat
liikkeeseenlaskijaan ja sen
toimialaan
Odotettua hitaampi talouskasvu on riski Ahlstromin tuloskehitykselle. Se voi pienentää
myyntimääriä ja pakottaa Ahlstromin lisäämään markkinatilanteesta johtuvien seisokkien
määrää tehtaillaan, mikä saattaa heikentää kannattavuutta. Maailmantalouden kasvuun
liittyvä epävarmuus, vaihtelun lisääntyminen tärkeimmillä markkinoilla ja näkymien
heilahtelut vaikeuttavat kehityksen ennustamista.
Ahlstrom on aloittanut viime vuosina investointihankkeita, jotka ovat
käynnistysvaiheessa. Näitä ovat esimerkiksi tapettimateriaalien tuotantolinja Kiinan
Binzhoussa. Uusien tuotantolinjojen kaupallistaminen voi heikentää yhtiön taloudellista
tulosta.
Ahlstromin pääraaka-aineita ovat luonnonkuidut (pääasiassa sellu), synteettiset kuidut ja
kemikaalit. Yhtiön raaka-aineiden hinnat ovat herkkiä vaihteluille ja joidenkin, kuten
pitkäkuituisen sellun, hinnat ovat pysyneet korkealla tasolla.
14
B.5
Kuvaus konsernista, johon
Liikkeeseenlaskija kuuluu, ja
Liikkeeseenlaskijan asema
siinä
Tämän Esitteen päivämäärällä, Ahlstrom Group koostuu emoyhtiö Ahlstrom Oyj:stä sekä
useasta tytäryhtiöstä ja osakkuusyhtiöstä 20 eri maassa.
B.9
Tulosennuste tai -arvio
Ahlstromin 30.1.2014 julkaisemat näkymät pysyvät ennallaan. Liikevaihdon vuonna
2014 arvioidaan olevan 930–1.090 miljoonaa euroa. Arvio perustuu Ahlstromin
näkemykseen yhtiön päämarkkina-alueiden, hintojen, tuotevalikoiman, kilpailutilanteen
ja odotettujen kustannussäästöjen kehityksestä. Liikevoiton ilman kertaluonteisia eriä
odotetaan olevan 2–5 % liikevaihdosta.
Investointien ilman yritysostoja arvioidaan olevan noin 50 miljoonaa euroa vuonna 2014
(76,1 miljoonaa euroa vuonna 2013).
B.10
Historiallisia taloudellisia
tietoja koskevassa
tilintarkastuskertomuksessa
esitetyt muistutukset
Historiallisia taloudellisia tietoja koskevissa tilintarkastuskertomuksissa ei ole esitetty
muistutuksia.
B.12
Valikoidut
historialliset
keskeiset taloudelliset tiedot
Seuraavissa taulukoissa on esitetty Ahlstrom-konsernin keskeisiä taloudellisia tietoja
perustuen 30.6.2014 ja 30.6.2013 päättyneisiin puolivuotiskausiin sekä 31.12.2013 ja
31.12.2012 päättyneisiin tilikausiin. Alla esitetty taloudellinen tieto on peräisin
Ahlstrom-konsernin tilintarkastamattomasta 30.6.2014 päättyneeltä puolivuotiskaudelta
julkaistusta osavuosikatsauksesta, sekä tilintarkastetusta 31.12.2013 päättyneeltä
tilikaudelta julkaistusta tilinpäätöksestä, sisältäen konsernin tilintarkastamattomat
vertailukelpoiset taloudelliset tiedot 31.12.2012 päättyneeltä tilikaudelta.
Label and Processing -liiketoiminta-alue on esitetty osana lopetettuja toimintoja
27.11.2012 lähtien. Euroopan Label and Processing -liiketoiminta on esitetty lopetettuna
toimintona 27.5.2013 asti, ja Brasilian Label and Processing - liiketoiminta on esitetty
lopetettuna toimintona 2.12.2013 asti. LP Europen and Coated Specialities’n tulokset
31.12.2013 ja 31.12.2012 päättyneiltä tilikausilta sekä 30.6.2013 päättyneeltä
puolivuotiskaudelta on esitetty tuloslaskelmassa erillään jatkuvien toimintojen tuloksista.
Vastoin alun perin suunniteltua yritysjärjestelyrakennetta, Ahlstrom luovutti Euroopan
komission kilpailuviranomaisen vaatimuksesta Osnabrückin tehtaalla sijaitsevat
esikyllästettyjen koristepapereiden ja hiomapaperin pohjamateriaalin tuotantolinjat
Perusalle,
ja
Ahlstrom
Osnabrück
GmbH:n
seinäpaperija
hybridiseinänpäällystetoiminnot jäivät Ahlstromille. Tästä johtuen alla olevissa
taulukoissa esitetyt jatkuvien toimintojen taloudelliset tiedot 31.12.2012 päättyneeltä
tilikaudelta on oikaistu vastaamaan muuttunutta yritysjärjestelyn rakennetta.
Aiemman Home and Personal -liiketoiminta-alueen Brasilian toimintojen operatiivinen
tulos sisältyi lopetettuihin toimintoihin 10.2.2014 saakka, jolloin niiden myynti
Suominen Oyj:lle vietiin päätökseen.
Ahlstrom on 1.1.2013 alkaen soveltanut muutettua IAS 19 Työsuhde-etuudet -standardia.
Alla olevissa taulukoissa esitetyt taloudelliset tiedot 31.12.2012 päättyneeltä tilikaudelta
on oikaistu vastaamaan muutettuja laskentaperiaatteita, ja ne ovat oikaisusta johtuen
tilintarkastamattomia, ellei toisin ilmoiteta. Muutetun IAS 19 Työsuhde-etuudet standardin mukaisesti ns. putkimenetelmästä on takautuvasti luovuttu ja etuuspohjaisten
järjestelyjen korkokustannus sekä järjestelyyn kuuluvien varojen tuotto-odotus on
korvattu etuuspohjaisesta järjestelystä johtuvan nettovelan nettokorkomenolla. Lisäksi
nettokorkomeno on uudelleenluokiteltu rahoituskuluksi, kun aiemmin korkokulut ja
järjestelyyn kuuluvien varojen tuotto-odotus kirjattiin osaksi työntekijöiden työsuhdeetuuskustannuksia.
15
Ahlstromin konsernitilinpäätökset on laadittu Euroopan unionin käyttöön ottamien
kansainvälisten IFRS -tilinpäätösstandardien (”IFRS”) mukaisesti.
Tuloslaskelma
Milj. euroa
IFRS, 1.1. – 30.6.
2014
2013
(tilintarkas(tilintarkastamaton)
tamaton)
Liikevaihto
Myytyjä suoritteita vastaavat kulut
Bruttokate
Myynnin ja markkinoinnin kulut
Tutkimus- ja tuotekehityskulut
Hallinnon kulut
Liiketoiminnan muut tuotot
Liiketoiminnan muut kulut
Liikevoitto / -tappio
Rahoitustuotot ja -kulut
Osuus pääomaosuusmenetelmällä
yhdistettyjen sijoitusten tuloksesta
Voitto / tappio ennen veroja
Tuloverot
Tilikauden voitto / tappio jatkuvista
toiminnoista
Lopetetut toiminnot
Tilikauden voitto / tappio lopetetuista
toiminnoista
Varojen käypään arvoon
arvostamisesta kirjattu arvonalennus ja
myyntikulut
Tilikauden voitto / tappio
lopetetuista toiminnoista
Tilikauden voitto / tappio
Jakautuminen
Emoyrityksen omistajille
Määräysvallattomien omistajien osuus
Jatkuvat toiminnot
Osakekohtainen tulos, euroa
- Laimentamaton ja
laimennusvaikutuksella oikaistu 1)
Sisältäen lopetetut toiminnot
Osakekohtainen tulos, euroa
- Laimentamaton ja
laimennusvaikutuksella oikaistu 1)
IFRS, 1.1. – 31.12.
2013
(tilintarkastettu)
502,2
-415,8
86,4
520,3
-438,4
81,9
1.014,8
-870,8
144,0
2012
oikaistu
(tilintarkastamaton)
1.010,8
-863,7
147,1
-23,6
-9,3
-41,7
2,6
-0,4
14,0
-21,1
-9,8
-40,1
5,0
-1,1
14,7
-42,2
-19,3
-74,7
8,9
-5,9
10,7
-42,3
-17,1
-74,1
10,5
-2,3
21,8
-9,5
0,3
-10,1
-4,6
-20,4
-5,7
-21,2
-7,1
4,8
-3,9
0,9
0,1
-3,1
-3,0
-15,4
-3,5
-18,9
-6,4
-10,0
-16,4
7,0
103,8
118,2
18,6
0,9
-31,1
-42,3
-2,3
8,0
72,7
75,9
16,4
8,8
69,7
57,0
-0,1
10,3
-1,5
71,6
-1,9
61,0
-3,9
1,6
-1,6
-0,02
-0,09
-0,46
-0,44
0,15
1,47
1,17
-0,09
__________________________________
1)
Huomioitu oman pääoman ehtoisen lainan kaudelle kohdistuvat korot veroilla vähennettynä.
16
Laaja tuloslaskelma
Milj. euroa
Tilikauden voitto / tappio
IFRS, 1.1. – 30.6.
2014
2013
(tilintarkas(tilintarkastamaton)
tamaton)
IFRS, 1.1. – 31.12.
2013
(tilintarkastettu)
2012
oikaistu
(tilintarkastamaton)
8,8
69,7
57,0
-0,1
0,2
5,4
3,5
-18,1
0,2
5,4
3,5
-18,1
4,3
0,1
-13,6
0,1
-34,0
-0,5
-14,5
0,0
7,6
-
-
-
-0,1
11,9
-13,5
-0,1
-34,7
-14,4
12,1
-8,1
-31,1
-32,5
20,9
61,6
25,9
-32,6
22,4
-1,5
63,5
-1,9
30,1
-4,2
-30,8
-1,8
Muut laajan tuloksen erät, verojen
jälkeen
Erät, joita ei siirretä
tulosvaikutteisiksi
Etuspohjaisten järjestelyjen uudelleen
määrittämisestä johtuvat erät
Yhteensä
Erät, jotka saatetaan myöhemmin
siirtää tulosvaikutteisiksi
Muuntoerot
Osuus pääomaosuusmenetelmällä
yhdistettyjen sijoitusten muista laajan
tuloksen eristä
Myytävissä olevien rahoitusvarojen
käyvän arvon muutos
Rahavirran suojaukset
Yhteensä
Muut laajan tuloksen erät, verojen
jälkeen
Tilikauden laaja tulos yhteensä
Jakautuminen
Emoyrityksen omistajille
Määräysvallattomien omistajien osuus
17
Tase
Milj. euroa
IFRS, 30.6.
2014
(tilintarkastamaton)
2013
(tilintarkastamaton)
IFRS, 31.12.
2013
(tilintarkastettu)
2012
oikaistu
(tilintarkastamaton)
Varat
Pitkäaikaiset varat
Aineelliset käyttöomaisuushyödykkeet
Liikearvo
Muut aineettomat hyödykkeet
Pääomaosuusmenetelmällä yhdistellyt
sijoitukset
Muut sijoitukset
Muut saamiset
Laskennalliset verosaamiset
Pitkäaikaiset varat yhteensä
366,2
66,6
23,5
36,7
369,8
69,2
27,0
37,3
370,8
66,8
24,1
36,3
372,9
69,0
28,7
29,8
39,4
7,5
72,0
611,9
50,4
11,3
69,9
634,9
53,3
8,6
73,4
633,4
0,3
11,1
63,6
575,4
120,6
189,8
0,5
56,0
121,5
177,0
0,7
72,1
106,6
173,0
0,6
38,2
112,4
157,4
0,6
53,4
366,9
-
371,2
151,8
318,4
18,9
323,8
448,3
978,8
1.157,9
970,6
1.347,5
222,2
260,2
232,4
391,9
100,0
8,0
330,2
80,0
11,4
351,7
100,0
9,0
341,4
80,0
13,3
485,1
Pitkäaikaiset velat
Korolliset velat
Työsuhde-etuuksiin liittyvät velvoitteet
Varaukset
Muut velat
Laskennalliset verovelat
Pitkäaikaiset velat yhteensä
154,1
75,2
1,7
0,5
4,9
236,3
183,0
71,3
1,9
0,5
18,7
275,4
182,3
76,1
1,4
0,5
4,0
264,3
201,1
81,4
2,0
5,5
11,6
301,6
Lyhytaikaiset velat
Korolliset velat
Ostovelat ja muut velat
Tuloverovelat
Varaukset
Lyhytaikaiset velat yhteensä
185,2
214,1
3,5
9,5
412,3
184,6
280,5
3,2
7,4
475,6
148,2
200,2
3,9
6,9
359,1
156,6
196,2
2,7
7,2
362,8
Velat yhteensä
648,7
751,0
623,4
664,4
-
55,3
5,9
197,9
978,8
1.157,9
970,6
1.347,5
Lyhytaikaiset varat
Vaihto-omaisuus
Myyntisaamiset ja muut saamiset
Tuloverosaamiset
Rahavarat
Lyhytaikaiset varat yhteensä
Myytävänä olevat ja omistajille
jaettavaksi luokitellut omaisuuserät
Varat yhteensä
Oma pääoma ja velat
Emoyrityksen omistajille kuuluva
oma pääoma
Oman pääoman ehtoinen laina
Määräysvallattomien omistajien osuus
Oma pääoma yhteensä
Myytävänä oleviin ja omistajille
jaettavaksi luokiteltuihin omaisuuseriin
liittyvät velat
Oma pääoma ja velat yhteensä
18
Rahavirtalaskelma
Sisältäen lopetetut toiminnot
Milj. euroa
Liiketoiminnan rahavirta
Tilikauden voitto / tappio
Oikaisut yhteensä
Nettokäyttöpääoman muutokset
Varausten muutos
Rahoituserät
Maksetut / saadut tuloverot
Liiketoiminnan nettorahavirta
IFRS, 1.1. – 30.6.
2014
2013
(tilintarkas(tilintarkastamaton)
tamaton)
IFRS, 1.1. – 31.12.
2013
2012
(tilintarkastettu)
oikaistu
(tilintarkastamaton)
8,8
27,1
-20,0
2,9
-8,6
-2,1
8,2
69,7
-24,2
-20,6
-0,8
-7,7
-2,3
14,1
57,0
9,1
-2,3
-1,9
-16,9
-4,1
41,0
-0,1
116,1
0,4
-10,7
-20,6
-6,5
78,7
-32,0
-1,4
-47,8
-1,5
-87,0
-17,6
-87,5
34,4
2,4
-74,3
-123,5
-70,0
-158,4
27,6
-77,5
-4,6
-
-29,1
-
-29,1
-7,4
-
-60,0
-7,6
-
-
-
99.2
-
-
-
-80.1
-
9,7
146,5
11,1
139,4
-17,6
29,2
5,2
128,5
104,3
-38,4
Rahavarojen muutos
15,7
19,0
-13,1
-37,2
Rahavarat tilikauden alussa
Valuuttakurssien muutosten vaikutus
Rahavarat tilikauden lopussa
38,7
1,6
56,0
55,5
-1,4
73,1
55,5
-3,7
38,7
94,4
-1,8
55,5
Investointien rahavirta
Konserniyritysten hankinta
Investoinnit aineellisiin ja aineettomiin
hyödykkeisiin
Muut investointitoiminnot
Investointien nettorahavirta
Rahoituksen rahavirta
Maksetut osingot ja muut
Omien osakkeiden lunastukset
Oman pääoman ehtoisen lainan korot
Johdon osakeomistusohjelman mukaiset
sijoitukset Ahlstrom Oyj:n osakkeisiin
Oman pääoman ehtoisesta lainasta saadut
maksut
Oman pääoman ehtoisen lainan
takaisinnosto
Osittaisjakautumisen vaikutus
Lainojen ja muiden rahoitustoimintojen
muutokset
Rahoituksen nettorahavirta
19
Tunnusluvut
Milj. euroa
IFRS, 1.1. – 30.6.
2014
2013
(tilintarkas(tilintarkastamaton)
tamaton)
Jatkuvat toiminnot
Henkilöstökulut
Poistot
Arvonalentumiset
IFRS, 1.1. – 31.12.
2013
2012
(tilintarkastettu)
oikaistu
(tilintarkastamaton)
-113,1
-23,9
-
-112,4
-26,0
-0,1
-219,2
-51,3
-2,6
-213,3
-52,4
0,1
2,8
4,4
-0,02
19,3
3.516
2,8
3,2
-0,09
32,2
3.795
1,1
0,9
-0,46
76,1
3.744
2,2
2,3
-0,44
74,1
3.825
-113,2
-23,9
1,2
-150,8
-26,0
-37,8
-268,2
-51,3
-59,0
-304,7
-72,9
0,1
5,1
7,9
5,3
-1,4
-2,5
33,3
-2,5
-4,3
13,8
3,4
5,0
0,0
283,3
33,8
85,8
294,5
30,4
83,7
291,7
35,2
85,5
303,4
36,2
62,5
Laimentamaton tulos/osake, euroa
Oma pääoma/osake, euroa
Osakkeiden lukumäärä keskimäärin
kauden aikana, 1000 kpl
Osakkeiden lukumäärä kauden lopussa,
1000 kpl
0,15
4,81
46.115
1,47
5,64
46.105
1,17
5,04
46.105
-0,09
8,50
46.105
46.225
46.105
46.105
46.105
Investoinnit, milj. euroa
Sijoitettu pääoma kauden lopussa, milj,
euroa
Henkilöstö, kauden keskiarvo
22,7
669,4
36,9
719,2
84,8
671,8
90,4
844,1
3.526
4.861
4.490
5.141
Liikevoitto, %
Sijoitetun pääoman tuotto (ROCE), %
Laimentamaton tulos/osake1), euroa
Investoinnit, milj. euroa
Henkilöstö, kauden keskiarvo
Sisältäen lopetetut toiminnot
Henkilöstökulut
Poistot
Arvonalentumiset
Liikevoitto, %
Sijoitetun pääoman tuotto (ROCE), %
Oman pääoman tuotto (ROE), %
Korolliset nettovelat, milj, euroa
Omavaraisuusaste, %
Velkaantumisaste, %
__________________________________
1)
Huomioitu oman pääoman ehtoisen lainan kaudelle kohdistuvat korot veroilla vähennettynä.
20
Tunnuslukujen laskentaperusteet
Omavaraisuusaste, % =
Oma pääoma yhteensä
Taseen loppusumma – Saadut ennakot
* 100
Velkaantumisaste, % =
Korolliset nettovelat
Oma pääoma yhteensä
* 100
Oman pääoman tuotto (ROE), % =
Tilikauden tulos
Oman pääoma yhteensä (vuoden keskiarvo)
* 100
Sijoitetun pääoman tuotto (ROCE),
%=
Tulos ennen veroja + Rahoituskulut
Taseen loppusumma (vuoden keskiarvo) – Korottomat velat (vuoden keskiarvo)
* 100
Sijoitetun pääoman tuotto (RONA),
%=
Liikevoitto/-tappio
Käyttöpääoma (vuoden keskiarvo) + Aineelliset ja aineettomat hyödykkeet (vuoden * 100
keskiarvo)
Laimentamaton tulos/osake, euroa =
Laimennettu tulos/osake, euroa =
Oma pääoma/osake, euroa =
Tilikauden tulos – Määräysvallattomien omistajien osuus – Oman pääoman
ehtoisen lainan kaudelle kohdistuvat korot veroilla vähennettynä
Osakkeiden lukumäärä keskimäärin kauden aikana
* 100
Tilikauden tulos – Määräysvallattomien omistajien osuus – Oman pääoman
ehtoisen lainan kaudelle kohdistuvat korot veroilla vähennettynä
Osakkeiden laimennettu lukumäärä keskimäärin kauden aikana
* 100
Emoyrityksen omistajille kuuluva oma pääoma
Ulkona olevien osakkeiden lukumäärä kauden lopussa
Viimeisen tilintarkastetun tilinpäätöksen julkistamispäivän jälkeen
kehitysnäkymissä ei ole tapahtunut merkittäviä kielteisiä muutoksia.
* 100
Ahlstromin
Ahlstromin taloudellisessa asemassa tai kaupankäyntipositiossa ei ole tapahtunut
merkittäviä muutoksia 30.6.2014 jälkeen.
B.13
Viimeaikaiset tapahtumat,
jotka ovat ratkaisevia
arvioitaessa
Liikkeeseenlaskijan
maksukykyä
Ei ole olemassa Liikkeeseenlaskijaan liittyviä viimeaikaisia tapahtumia, jotka ovat
ratkaisevia arvioitaessa Liikkeeseenlaskijan maksukykyä.
21
B.14
Liikkeeseenlaskijan
riippuvuus muista konserniin
kuuluvista yksiköistä
Tämän Esitteen päivämäärällä, Ahlstrom-konserni koostuu emoyhtiö Ahlstrom Oyj:stä
sekä useasta tytäryhtiöstä ja osakkuusyhtiöstä 20 eri maassa.
Konsernin liiketoimintaa harjoitetaan useamman Ahlstrom Oyj:n tytäryhtiön kautta ja
Ahlstrom Oyj:n tulos on näin ollen riippuvainen muista Ahlstrom-konserniin kuuluvien
yksiköiden tuloksista.
B.15
Kuvaus Liikkeeseenlaskijan
päätoimialoista
Ahlstrom on korkealaatuisia kuitumateriaaleja valmistava yritys, jonka tuotteita käytetään
monissa arkipäivän tuotteissa, kuten suodattimissa, leikkaussalivaatteissa ja -liinoissa,
diagnostiikassa, tapeteissa, lattioissa ja elintarvikepakkauksissa. Tuotteita käytetään
pääasiassa kuljetus- ja rakennusteollisuudessa, elintarvike- ja juomateollisuudessa,
terveydenhuollossa, energiateollisuudessa, vedensuodatuksessa sekä bioteollisuudessa.
Ahlstrom jakautuu viiteen liiketoiminta-alueeseen: Advanced Filtration, Building and
Energy, Food, Medical sekä Transportation Filtration.
B.16
Kuvaus siitä, onko
Liikkeeseenlaskija suoraan tai
välillisesti jonkun
omistuksessa tai
määräysvallassa ja mikä tämä
taho on sekä määräysvallan
luonteesta
Liikkeeseenlaskijan tietojen mukaan Liikkeeseenlaskija ei ole suoraan tai välillisesti
minkään tahon määräysvallassa arvopaperimarkkinalain 2 luvun 4 pykälän tarkoittamalla
tavalla, ja Liikkeeseenlaskijan tiedossa ei ole järjestelyjä, jotka saattaisivat toteutuessaan
johtaa määräysvallan vaihtumiseen Liikkeeseenlaskijassa.
B.17
Liikkeeseenlaskijan
luokitukset
Ahlstrom Oyj:llä ja Velkakirjalla ei tällä hetkellä ole luottoluokituslaitoksen antamaa
luottoluokitusta.
Jakso C – Arvopaperit
C.1
Tarjottavien arvopapereiden
tyyppi ja laji
Parhaalla etusijalla oleva vakuudeton velkakirjalaina, jonka kokonaisnimellismäärä on
100,000,000 euroa.
Arvo-osuuden yksikkökoko: 1.000 euroa.
Velkakirjojen ISIN-koodi on FI4000108501.
C.2
Valuutta
Velkakirjan liikkeeseenlaskun valuutta on euro.
C.5
Kuvaus arvopapereiden
vapaata luovutettavuutta
koskevista rajoituksista
Kukin Velkakirja on vapaasti luovutettavissa sen jälkeen, kun se on kirjattu asianomaiselle
arvo-osuustilille.
C.8
Arvopapereihin
liittyvät oikeudet/
etuoikeusjärjestys
Velkakirjat ovat Liikkeeseenlaskijan suoria, vakuudettomia ja takaamattomia velvoitteita,
jotka ovat samanarvoisia keskenään ja Liikkeeseenlaskijan kaikkien muiden
vakuudettomien ja etuoikeudettomien velvoitteiden kanssa, lukuun ottamatta niitä
velvoitteita, joilla on etuoikeus pakottavan lain nojalla.
C.9
Korko ja tuotto;
velkapaperien haltioiden
edustajan nimi
Velkakirjoille maksetaan kiinteää vuotuista korkoa, joka on 4,125 prosenttia.
Velkakirjoille kertyvä korko maksetaan vuosittain jälkikäteen alkaen 15.9.2015 ja tämän
jälkeen
15.9.
kunakin
vuonna
(”Koronmaksupäivä”)
15.9.2019
saakka
(”Takaisinmaksupäivä”).
Velkakirjojen kulloinkin maksamatta olevalle pääomalle kertyy korkoa kultakin
korkokaudelta korkokauden ensimmäinen päivä mukaan lukien ja korkokauden viimeinen
päivä pois lukien. Ensimmäinen korkokausi alkaa Liikkeeseenlaskupäivänä ja päättyy
ensimmäisenä Koronmaksupäivänä. Kukin seuraava korkokausi alkaa edeltävänä
Koronmaksupäivänä ja päättyy seuraavana Koronmaksupäivänä. Viimeinen korkokausi
päättyy Takaisinmaksupäivänä.
Velkakirjoihin sovellettava koronlaskuperuste on International
Associationin määritelmän mukainen “actual/actual ICMA”.
22
Capital
Market
Velkakirjojen efektiivinen tuotto: 4,163 prosenttia.
Velkakirjat maksetaan takaisin täysimääräisesti nimellisarvostaan Takaisinmaksupäivänä,
ellei Liikkeeseenlaskija ole maksanut Velkakirjoja ennenaikaisesti takaisin.
Velkakirjojen haltijoita edustaa velkakirjanhaltijoiden kokous.
Lisäksi Nordic Trustee Oy toimii velkakirjanhaltijoiden asiamiehenä.
C.10
Tiedot siitä, kuinka kohdeetuuden arvo vaikuttaa koron
määrään
Ei sovellu. Velkakirjojen korko ei ole sidottu kohde-etuuteen.
C.11
Listalleotto
Liikkeeseenlaskija on tehnyt hakemuksen Velkakirjojen ottamiseksi julkisen
kaupankäynnin kohteeksi Helsingin Pörssissä, ja Velkakirjat listataan Helsingin Pörssiin
arviolta 18.9.2014.
Jakso D – Riskit
D.2
Liikkeeseenlaskijaan liittyvät
riskit
Liikkeeseenlaskijaan ja sen toimintaympäristöön ja liiketoimintaan sekä Velkakirjaan
liittyy riskitekijöitä, jotka on lueteltu jäljempänä. Tämä luettelo ei ole tyhjentävä, ja myös
riskit tai epävarmuustekijät, joista Ahlstrom ei tällä hetkellä ole tietoinen tai joita se juuri
nyt pitää epäolennaisina, saattavat vaikuttaa haitallisesti Ahlstromin liiketoimintaan,
taloudelliseen asemaan, toiminnan tulokseen ja tulevaisuudennäkymiin ja siten vaikuttaa
Ahlstromin kykyyn täyttää Velkakirjaan liittyvän velvoitteensa tai Velkakirjan
markkinahintaan tai arvoon. Riskitekijät on kuvattu täsmällisemmin Listalleottoesitteen
osassa ”Risk Factors”.
Makrotaloudellisiin olosuhteisiin liittyviä riskejä


Epävarmat maailmanlaajuiset olosuhteet taloudessa ja rahoitusmarkkinoilla
voivat vaikuttaa kielteisesti Ahlstromin liiketoimintaan, taloudelliseen tilaan,
maksuvalmiuteen ja pääoman saatavuuteen.
Kielteiset taloudelliset kehityskulut ja olosuhteet saattavat vaikuttaa Ahlstromin
toimintoihin, asiakkaisiin ja tavarantoimittajiin.
Ahlstromin liiketoimintaan liittyviä riskejä










Liiketoimintaympäristön muutokset saattavat polkea hintoja tai johtaa myynnin
laskuun.
Raaka-aineiden tai energian hintojen huomattavalla vaihtelulla tai saatavuuteen
liittyvillä ongelmilla voi olla haitallinen vaikutus Ahlstromin liiketoimintaan.
Liiketoiminnan tehokkuuteen ja toiminnan keskeytyksiin liittyvillä ongelmilla
voi olla haitallinen vaikutus Ahlstromiin.
Ahlstromin strategiaan tai strategian toteuttamiseen liittyvät epäonnistumiset
voivat vähentää Ahlstromin tulevaa kasvua ja tuottavuutta.
Ahlstromin sopeuttamisohjelman toteuttamisen epäonnistumisella voi olla
haitallinen vaikutus Ahlstromiin.
Epäonnistumisella tai viivästymisellä nykyisissä tai tulevissa merkittävissä
investoinneissa tai investointiprosesseissa saattaa olla haitallinen vaikutus
Ahlstromiin.
Yrityskauppojen kohteiden löytämiseen, yrityskauppojen toteuttamiseen
tai niiden integraatioon tai liiketoimintojen myyntiin liittyvillä epäonnistumisilla
sekä yrityskauppoihin liittyvillä vastuilla saattaa olla haitallinen vaikutus
Ahlstromiin.
Kykenemättömyydellä vastata kuluttajien kysynnän ja mieltymysten muutoksiin
ja/tai teknologian, materiaalien ja tuotekehityksen muutoksiin saattaa olla
haitallinen vaikutus Ahlstromiin.
Yhden tai useamman merkittävän asiakkaan menetyksellä voi olla haitallinen
vaikutus Ahlstromiin.
Ahlstrom jakaa tiettyjä tärkeitä toimintoja ja sillä on useita sopimuksia Munksjö
Oyj:n ja Perusan kanssa, mikä voi rajoittaa Ahlstromin mahdollisuuksia toimia
tehokkaalla tavalla, tai yhteistyöjärjestelyjen päättyessä Ahlstrom ei välttämättä
23











onnistu korvaamaan yhteistyötä yhtä edullisilla ehdoilla.
Sääntelykehyksen muutoksilla ja/tai aseman tai luvan tuomien hyötyjen
menetyksellä tai mahdollisilla määrätyillä sanktioilla saattaa olla haitallinen
vaikutus Ahlstromiin.
Tuotantoketjun
kriittisessä
vaiheessa
mahdollisesti
toteutuvat
tuoteturvallisuuteen ja tuotevastuuseen liittyvät seikat voisivat keskeyttää
tuotannon kyseisessä yksikössä ja häiritä koko ketjun toimintoja.
Mikäli Ahlstromin vakuutussuoja ei kata toteutunutta riskiä, voi sillä olla
haitallinen vaikutus Ahlstromiin.
Ahlstromin toiminta on alttiina riskeille, jotka liittyvät ihmisten terveyteen,
ympäristöön ja luonnonvaroihin.
Kehittyvillä markkinoilla toimimiseen liittyvillä poliittisilla, taloudellisilla ja
oikeudellisilla riskeillä saattaa olla haitallinen vaikutus Ahlstromiin.
Taloudellinen tai poliittinen epätasapaino tai kaupparajoitteet saattavat
negatiivisesti vaikuttaa Ahlstromin toimintaan: esimerkiksi viimeaikaiset
tapahtumat Ukrainassa ja kansainvälinen reaktio niihin voivat negatiivisesti
vaikuttaa Ahlstromin toimintaan Ukrainassa, Venäjällä tai liitännäisillä
markkinoilla.
Taitavan liikkeenjohdon sekä muun henkilökunnan rekrytointiin ja
säilyttämiseen liittyvillä epäonnistumisilla saattaa olla haitallinen vaikutus
Ahlstromiin.
Työtaisteluilla Ahlstromin liiketoiminta-alueella tai siihen liittyvillä aloilla
saattaa olla haitallinen vaikutus Ahlstromiin.
Kykenemättömyydellä luoda, hallita tai suojella immateriaalioikeuksia, sekä
immateriaalioikeuksiin liittyvillä vaatimuksilla tai väitteillä saattaa olla
haitallinen vaikutus Ahlstromiin.
Meneillään olevat ja mahdolliset tulevat oikeudenkäynnit voivat olla kalliita,
aikaa vieviä, koskea huomattavia rahasummia ja häiritä säännöllistä
liiketoimintaa, ja riidan epäsuotuisalla lopputuloksella voi olla haitallinen
vaikutus Ahlstromiin.
Tietojärjestelmien toiminnassa ilmenevillä merkittävillä keskeytyksillä tai
häiriöillä sekä järjestelmien toiminnallisuuden puutteilla saattaa olla huomattava
haitallinen ja heikentävä vaikutus Ahlstromin liiketoimintaan, taloudelliseen
tilanteeseen ja liiketoiminnan kannattavuuteen.
Ahlstromin taloudelliseen asemaan ja rahoitukseen liittyviä riskejä
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D.3
Arvopapereihin liittyvät riskit
Ahlstrom ei välttämättä saa rahoitusta kilpailukykyisin ehdoin tai lainkaan.
Korkotason vaihtelut saattavat vaikuttaa epäedullisesti Ahlstromin
liiketoiminnan tulokseen.
Valuuttakurssien vaihtelut saattavat vaikuttaa epäedullisesti Ahlstromin
liiketoiminnan tulokseen ja taseeseen.
Ahlstromin verorasitus saattaa kasvaa verolakien ja -säännösten tai niiden
soveltamisen ja tulkinnan muutosten myötä, tai nykyisten tai tulevien
verotarkastusten seurauksena.
Ahlstromin osakkeenomistuksen arvon lasku Munksjö Oyj:ssä ja Suominen
Oyj:ssä saattaa vaikuttaa Ahlstromiin haitallisesti.
Kansainvälinen talouden taantuma ja rahoitusmarkkinoiden vakavat häiriöt
saattavat altistaa Ahlstromin vastapuoliriskeille.
Eläkejärjestelyihin liittyvät kustannukset voivat kasvaa.
Velkakirjoihin liittyviä riskejä ovat muun muassa seuraavat:
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Velkakirjat eivät välttämättä sovellu sijoituskohteeksi kaikille sijoittajille.
Velkakirjoihin
sijoittaneet
altistuvat
Liikkeeseenlaskijaan
liittyvälle
luottoriskille.
Korko ja sijoitettu pääoma saatetaan menettää.
Velkakirjoista ei ole asetettu vakuutta tai annettu takausta.
Liikkeeseenlaskijalla tai Velkakirjoilla ei ole luottoluokitusta.
Velkakirjoille ei välttämättä muodostu aktiivisia jälkimarkkinoita.
Koska Velkakirjoille on asetettu kiinteä korko, saattaa niiden hinta laskea
markkinakorkojen muuttuessa.
Ahlstrom voi velkaantua lisää ilman Velkakirjojen haltijoiden suostumusta.
24
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Velkakirjat eivät anna äänioikeutta Liikkeeseenlaskijan yhtiökokouksissa.
Ei ole varmuutta Velkakirjoihin liittyvien lakien tai käytäntöjen muuttumisen
vaikutuksista.
Liikkeeseenlaskijan voi olla mahdollista fuusioitua, myydä omaisuuseriä tai
toteuttaa muuten sellaisia merkittäviä yritysjärjestelyitä, jolla voi olla haitallinen
vaikutus Velkakirjoihin ja Velkakirjojen haltijoihin.
Velkakirjoihin liittyvien transaktioiden toteutuminen riippuu Euroclear Finland
Oy:n toiminnasta ja järjestelmistä.
Velkakirjojen takaisinosto Liikkeeseenlaskijan toimesta ennen niiden
erääntymistä saattaa vaikuttaa haitallisesti Liikkeeseenlaskijaan, Velkakirjan
haltijoihin ja liikkeessä oleviin Velkakirjoihin.
Liikkeeseenlaskija ei välttämättä kykene rahoittamaan Velkakirjojen
takaisinostoa määräysvallan vaihtumisen yhteydessä.
Liikkeeseenlaskijalla ei ole velvollisuutta hyvittää Velkakirjoihin liittyviä
ennakonpidätyksiä tai muita vastaavia veroja.
Velkakirjojen ehtoja voidaan muokata, ja nämä muutokset sitovat kaikkia
velkakirjanhaltijoita.
Laista johtuvat sijoituksia ohjaavat seikat voivat rajoittaa tiettyjä sijoituksia.
Oikeus vastaanottaa maksuja Velkakirjojen perusteella voi lakata vanhentumisen
vuoksi.
Velkakirjojen haltijoiden oikeudet riippuvat Agentin toimista ja taloudellisesta
asemasta.
Jakso E – Tarjous
E.2b
Syyt tarjoamiseen ja varojen
käyttö, jos muu kuin voiton
tavoittelu ja/tai tietyiltä
riskeiltä suojautuminen
Hankittavien varojen käyttö: Jälleenrahoitus ja konsernin yleiset tarpeet.
E.3
Tarjousehdot
Liikkeeseenlaskupäivä: 15.9.2014.
Eräpäivä: 15.9.2019.
Liikkeeseenlaskun kokonaismäärä: 100,000,000 euroa.
Merkintähinta: 99,832 prosenttia liikkeeseenlaskun kokonaismäärästä.
Koronmaksupäivät: Vuosittain jälkikäteisesti 15.9.2015 alkaen ja tämän jälkeen 15.9.
kunakin vuonna.
Korko: 4,125 prosenttia vuodessa.
Velkakirjojen efektiivinen tuotto: 4,163 prosenttia.
Lunastus: nimellisarvosta, kertalyhenteisesti, eräpäivänä (ellei Liikkeeseenlaskija ole
maksanut Velkakirjoja ennenaikaisesti takaisin Velkakirjojen ehtojen mukaisesti).
Minimimerkintä: 100.000 euroa.
Kovenantit ja ennenaikaisen takaisinoston ja eräännyttämisen edellytykset:
lisävelkaantumisen, sulautumisten, varojen myynnin ja jakautumisten rajoitukset,
liiketoiminnan jatkaminen, vakuudenannon rajoitus, velvollisuus noudattaa lakia,
lähipiirijärjestelyt, määräysvallan vaihtuminen, kaupankäynnin kohteeksi saattaminen,
velvoitteet Velkakirjanhaltijoiden asiamiestä (Agenttia) kohtaan, maksulaiminlyönti,
Velkakirjojen ehtojen rikkominen tai pätemättömyys, maksukyvyttömyys, ulosmittaus,
ristiineräännyttäminen.
Selvitys: Velkakirjat lasketaan liikkeeseen arvo-osuuksina Euroclear Finland Oy:n OMarvo-osuusjärjestelmässä.
Sovellettava laki: Suomen laki.
25
E.4
Liikkeeseenlaskuun liittyvät
olennaiset intressit, mukaan
lukien eturistiriidat
Pääjärjestäjien intressit: rahoitusmarkkinoilla tavanomaiset liiketoimintaintressit.
E.7
Arvioidut sijoittajilta
veloitettavat kustannukset
Liikkeeseenlaskija ei veloita sijoittajalta Velkakirjojen liikkeeseenlaskuun liittyviä
maksuja.
26
RISK FACTORS
Investors considering investment in the Notes should carefully review the information contained in this Listing
Prospectus and, in particular, the risk factors described below and in the stock exchange releases published by the
Company. Factors possibly affecting an investment decision are also discussed elsewhere in this Listing Prospectus.
Should one or more of the risk factors described herein materialize, it may have an adverse effect on Ahlstrom’s
business, financial condition, results of operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its
obligations under the Notes as well as the market price and value of the Notes. As a result, investors may lose part or
all of their investments. The following description is a summary of certain risk factors that may affect the Issuer’s
ability to fulfill its obligations under the Notes or that are material in order to assess the market risk associated with the
Notes. This description is based on information known and assessed at the time of preparing this Listing Prospectus,
and, therefore, the description of the risk factors is not necessarily exhaustive. The risks involved in an investment in the
Notes are not limited to the factors identified below and the sequence in which the following risk factors are listed is not
an indication of their likelihood to occur or of the extent of their commercial consequences. All prospective investors
should make their own evaluations of the risks associated with an investment in the Notes and consult with their own
professional advisers should they deem it necessary.
Risks Related to the Macroeconomic Conditions
Uncertain global economic and financial market conditions could adversely affect Ahlstrom’s business, results of
operations, financial condition, liquidity and capital resources.
During the last few years the uncertain global economic and financial market conditions have had an adverse effect on
general business conditions, increased unemployment and lowered business and consumer confidence. Despite the
measures taken by various governmental and regulatory authorities as well as central banks around the world, the
economic situation remains unstable. In recent years, the general economic and financial market conditions in Europe
and other parts of the world have repeatedly undergone significant turmoil due to, among other factors, the on-going
sovereign debt crisis in certain European countries, particularly certain euro area countries including Cyprus, Greece,
Italy, Ireland, Portugal and Spain. Conditions and financing opportunities for these countries have however improved
somewhat recently, but this does not guarantee that the crisis will not re-emerge in the future.
In addition geopolitical tensions, such as seen between Russia and the Ukraine, could impose trade restrictions to one or
more of Ahlstrom’s markets which could to a smaller or larger extent impair the operating result of the Group. In the
worst case part or all of the Group’s assets in the affected regions could be at risk of seizure which in turn would have a
significant effect on the Group’s operating result.
It is difficult to make predictions as to how the market conditions will develop, as they are impacted by macro
movements of the financial markets and many other factors, including the stock, bond and derivatives markets as well
as measures taken by various governmental and regulatory authorities and central banks, over which the Company has
no control. Uncertainty remains in the global market and it cannot be ruled out that the global economy could fall back
into a recession, or even a depression, that could be deeper and longer lasting than the recession experienced in the past
years.
Although Ahlstrom’s results of operations have remained relatively stable so far, Ahlstrom could, nevertheless, be
impacted by the uncertainty in the global economy and financial markets. The current uncertainty and lack of visibility
in the financial markets and macroeconomic conditions have in general adversely affected access to financing and
increased the cost of capital. Although Ahlstrom’s management believes that Ahlstrom’s capital structure and credit
facilities will provide sufficient liquidity, there can be no assurance that Ahlstrom’s liquidity and access to financing
will not be affected by changes in the financial markets or that its capital resources will, at all times, be sufficient to
satisfy its liquidity needs. Materialization of any of the above risks could adversely affect Ahlstrom’s asset values,
future cost of debt and access to bank and capital market financing which could, in turn, have an adverse effect on
Ahlstrom’s business, financial condition, results of operations and future prospects and thereby, on Ahlstrom’s ability to
fulfill its obligations under the Notes as well as the market price and value of the Notes.
Negative economic developments and conditions may affect Ahlstrom’s operations, customers and suppliers.
The economies in the various markets in which Ahlstrom operates have been adversely affected by the uncertain global
economic and financial market conditions. Economic slowdown or a recession, regardless of its depth, or any other
negative economic developments may affect Ahlstrom’s business in a number of ways including among other things,
27
the income, wealth, liquidity, business and/or financial condition of Ahlstrom. Negative economic and financial
developments of the kind described above may also affect Ahlstrom’s customers and their customers, the ultimate end
customers of products. In addition to Ahlstrom’s customers and their customers, the aforementioned negative economic
and financial developments may affect Ahlstrom’s suppliers.
Further, possible weakness in the global economy that puts additional financial stress on Ahlstrom’s customers, may
negatively impact Ahlstrom’s ability to collect its receivables fully or in a timely manner, which, in turn, could require
Ahlstrom to contribute additional capital or obtain alternative financing to meet its obligations under any financing
arrangements. Ahlstrom may also not be able to utilize the opportunities created by the economic fluctuations and
Ahlstrom may not be able to adapt to a long-term economic recession or stagnation. Materialization of any of the above
risks may have an adverse effect on Ahlstrom’s business, financial condition, results of operations and future prospects
and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and value of the
Notes.
Risks Related to the Company and its Business
Changes in the business environment could drive down prices or lead to a significant reduction in sales.
The markets for fiber-based materials are highly competitive. Ahlstrom competes with several large multinational
companies, as well as certain regional or specialized manufacturers. Existing competitors or new competitors with
substantial financial resources may enter one or more of Ahlstrom’s key markets. Existing or potential competitors
might begin to manufacture competing products by adapting their existing production capacity or by investing in new
capacity. If this were to occur to any significant degree, decreased prices for those products would likely follow, thus
affecting the profitability of Ahlstrom’s business.
Long-term supply and demand imbalances in the market could drive down prices, and have an adverse effect on the
Group’s business. Economic cycles impact on the demand for, and prices of, end-use products in the industries that
Ahlstrom serves. Economic cycles also have an impact on the price development of the raw materials Ahlstrom uses.
Ahlstrom is exposed to cyclical changes in various industries, especially in the building, automotive and wind energy
sectors.
Demand for many of the Company’s products is also dependent on changes in consumer and business confidence,
trends concerning the end-use products in the consumer markets that Ahlstrom’s products are used for and the general
macroeconomic environment. Changes in customer industries related to customer strategies or end-user needs could
have a negative impact on Ahlstrom’s business. Additionally, a number of Ahlstrom’s customers are, or could in future
be, under pressure from imports in their own domestic markets and may consequently lose market share or have to
relocate their production facilities to other markets, which could cause Ahlstrom’s customers to reduce the volume of
their purchases. A significant reduction in sales to its key customers, or financial or operational difficulties suffered by
any such customers, could harm Ahlstrom’s business.
Materialization of any of the above risks could have an adverse effect on Ahlstrom’s business, financial condition,
results of operations and future prospects and thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as
well as the market price and value of the Notes.
Substantial fluctuation in the prices of raw material or energy and or difficulties with availability may have an
adverse effect on Ahlstrom’s business
The profitability of Ahlstrom’s business is greatly affected by the global risk associated with changes in the availability
and market price of the raw materials used in its production. Ahlstrom is dependent upon third party suppliers for its
main raw materials, i.e. natural fibers such as wood pulp (softwood, hardwood), cotton linters pulp, abaca pulp,
synthetic fibers such as viscose, polyester, polypropylene, glass (including micro glass) and chemicals such as latex
binders, phenolic resins, methanol, wet end process additives, fillers (calcium carbonate, clay), dyes and optical
brightening agents. Wood pulp prices in particular are subject to substantial cyclical fluctuations. An interruption in the
supply of raw materials, due to market shortages, natural disturbances or other problems related to suppliers, could
significantly affect Ahlstrom’s ability to provide competitively priced products to customers at the time they are
wanted.
The level of primary production capacity is a crucial factor affecting the price and availability of raw materials. Global
overproduction decreases the price of a raw material and facilitates availability. In an underproduction situation, there is
less raw materials available in the market, which reduces availability and increases prices. The economic cycle is also
28
connected to the price level of raw materials. Increases in raw material and commodity prices affect Ahlstrom’s
profitability, depending on Ahlstrom’s ability to effectively mitigate the risks with operative actions and pass the raw
material price increases timely on to the prices of end products. The magnitude of these risks is dependent on several
external factors, such as the demand for Ahlstrom’s end products and the negotiation power of major suppliers and
customers. Ahlstrom seeks to optimize its sourcing operations by means of joint procurement arrangements with
Munksjö Oyj, but there can be no assurance that such arrangements will be successful in securing stable prices and
availability of raw materials.
Energy is a significant cost item in Ahlstrom’s production. Ahlstrom’s energy costs are also subject to significant
cyclical fluctuations. A Group-wide energy price risk management process is currently being defined. The
materialization of a substantial increase in energy prices or difficulties with availability, or the failure of alternative
measures may have an adverse effect on Ahlstrom’s business, results of operations and financial condition.
Whilst Ahlstrom aims to protect itself against unfavorable fluctuations in production costs, substantial fluctuation in the
prices of raw material, difficulties with availability and difficulties in passing increased raw material prices to the prices
of Ahlstrom’s end products may have an adverse effect on Ahlstrom’s business, financial condition, results of
operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as
the market price and value of the Notes.
Problems associated with operational efficiency and interruptions in business operations may have an adverse effect
on Ahlstrom.
Ahlstrom’s ability to utilize its production capacity efficiently may be affected by variations in customer demand or
interruptions in production. Inability to adjust production capacity may lead to opportunity loss in case of increasing
demand or heavy cost burden in case of decreasing demand. Rapid production changes may be challenging to
implement which also increases Ahlstrom’s vulnerability to adverse general economic and industry conditions.
Ahlstrom typically only produces goods against orders received, rather than for stock. However, a variety of conditions
may cause customers to reduce, delay or cancel anticipated or confirmed orders and lower capacity utilization to align
the production with the demand.
Furthermore, there may be interruptions in Ahlstrom’s business operations due to sudden and unpredictable reasons,
such as interruptions in the distribution of electricity, gas, steam or water, equipment breakdowns, damages caused by
fire or water, labour disputes, or system failures or service interruptions in IT systems or with financial and customer
service centers. Interruptions in the supply of raw materials may also lead to interruptions in production. In addition,
Ahlstrom’s business operations may be interrupted by maintenance and installation breaks. Ahlstrom may not be able to
control these situations by preventive measures. Unforeseeable interruptions may lead to loss of business and increased
costs, such as repair costs, higher insurance premiums and claims for damages. Also, any failure to fill customer orders
on schedule could lead customers to seek alternative sources of supply.
Ahlstrom has gone through several development projects and organizational changes during the last few years.
Therefore there is a risk that Ahlstrom may not be successful in the organizational development and its transformation
into an efficient integrated company. Currently, Ahlstrom is in the process of centralizing its customer service and
financial accounting operations for Europe and therefore, operational challenges related to the changes in procedures
may have an adverse effect on Ahlstrom.
Problems associated with operational efficiency and interruptions in Ahlstrom’s business operations could have an
adverse effect on Ahlstrom’s business, financial condition, results of operations and future prospects and thereby, on
Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and value of the Notes.
Failure of executing Ahlstrom’s strategy or failure of the strategy itself may reduce Ahlstrom’s growth and
profitability in the future.
During the past years, Ahlstrom has undergone a major transformation as a company due to the refocusing of its
business portfolio. The Company’s products are designed and manufactured to enable cleaner air and water and to use
materials, energy and water efficiently. Ahlstrom’s products improve the safety of medical care and diagnostics as well
as include quality materials for use in construction and home decoration as well as materials for safe food and beverages
packaging. Global megatrends, such as resource scarcity, environmental awareness, aging population and urbanization,
favor Ahlstrom’s goal to grow its business. The current strategy is built on three strategic enablers: environmentally
sound technologies and manufacturing platforms, capability to co-create unique products together with customers and
partners, and global reach in operations. The Company aims to further grow its sales in high performance products
29
targeting the markets that is has selected. Geographically, Ahlstrom is operating globally on all continents and has in
the last years focused on growing its presence in Asia where Ahlstrom currently has four manufacturing plants and 13
sales offices.
While management believes the strategy leverages the Company’s strengths and reflects the current market
environment, Ahlstrom may not be able to successfully execute the strategy in its key markets due to market conditions,
failures in management and/or in the implementation of the strategy in the Company’s operations. There can also be no
certainty that the chosen strategy and the target areas for future growth are correct as market conditions change.
Execution of the new strategy will also require considerable amount of management efforts for which the Company will
receive little or no benefit, if the strategy does not prove successful. If the Company fails to execute its current strategy
or if the strategy is not successful as such, including the Company’s successful expansion to the Asian markets, as
discussed above, this would have an adverse effect on the Company’s business, financial condition, results of operations
and future prospects and thereby on the Company’s ability to fulfill its obligations under the Notes as well as on the
market price and value of the Notes.
Failure in executing Ahlstrom’s rightsizing program may have an adverse effect on Ahlstrom.
Following the decisions to divest the Company’s Home and Personal business area and demerge the Label and
Processing business area, Ahlstrom initiated a rightsizing program to reflect the new size and scope of the Company.
The aim is to make the Company's cost base leaner while maintaining sufficient resources and capability of investing in
new growth opportunities globally. In August 2014, the Company reported that it was on track with implementing the
rightsizing program. However, there can be no assurance that Ahlstrom succeeds in executing the rightsizing program
in full or is able to achieve the contemplated cost savings or efficiency improvements in its operations. Failure in this
regard could have an adverse effect on the Company’s business, financial condition, results of operations and future
prospects and thereby on the Company’s ability to fulfill its obligations under the Notes as well as on the market price
and value of the Notes.
The failure or delay of any current or upcoming investment of a significant size or in the related investment process
may have an adverse effect on Ahlstrom.
Ahlstrom has made significant investment decisions to improve the efficiency of its production processes and increase
capacity. In 2013, investments excluding acquisitions from continuing operations were approximately EUR 75 million.
The most significant current investment is an approximately EUR 40 million investment in a wallcovering materials
line at the plant in Binzhou (China), which was inaugurated in May 2014 and will be ramping up during the second half
of 2014. Ahlstrom has assigned a significant amount of resources and effort to execute its ongoing investment projects,
but commercialization of start-up operations in Mundra (India), Longkou (China) and Chirnside (United Kingdom)
have proved demanding and burdened the Company’s financial performance.
There can be no assurance that Ahlstrom will be able to meet the financial and other operative targets set for the
investment projects in the anticipated timeframe, or at all, or that there will not be any significant budget overruns.
Delays, failure of any current or upcoming investment of a significant size or in the related investment process, budget
overruns or lower than expected returns on investments may have an adverse effect on the Company’s business,
financial condition, results of operations and future prospects and thereby on the Company’s ability to fulfill its
obligations under the Notes as well as on the market price and value of the Notes.
Failure in finding targets for acquisitions, implementing acquisitions or integration or sale of operations as well as
liabilities related to transactions may have an adverse effect on Ahlstrom.
Part of Ahlstrom’s current strategy includes entering and growing adjacent businesses through organic growth,
acquisitions and partnerships. Acquisitions and their implementation are associated with several risks, such as strategic
risks, risks related to financing and valuation, risks related to the assets, liabilities, profit-generating ability and key
personnel of the target company, as well as risks related to the combination of business operations. Furthermore,
international acquisitions, their implementation and international operations are associated with risks arising from
different corporate cultures, official procedures, local laws and regulations, the political situation, as well as the
understanding of new industries and products and the interpretation of circumstances and consumer habits. Transactions
also include risks related to contractual liabilities and claims related to employment issues, environmental liabilities,
hazardous materials and contamination, tax and other regulatory liabilities (whether or not contingent), which could
result in significant future additional costs and liabilities that are not described in this Prospectus. For instance, as part
of the completion of the Coated Specialties demerger in Brazil, Ahlstrom and Munksjö Oyj agreed that Ahlstrom would
30
be responsible for the detachment process of the real estate in Jacarei, Brazil, and the transfer of the real estate to
Munksjö Oyj. The parties also agreed on a warranty arrangement covering potential financial consequences in the event
that the real estate transfer to Munksjö Oyj could not be carried out. The materialization of any such transaction related
risks may have an adverse effect on Ahlstrom’s business, results of operations and financial condition.
Ahlstrom has to base any assessment with respect to operations, profitability and other matters of potential acquisitions
and partnerships on inexact and incomplete information and assumptions that may prove to be incorrect. There can be
no guarantee that Ahlstrom will be successful in the implementation of plans regarding existing or new projects, or that
the acquisitions, their implementation or any expectations concerning integration and synergies will be materialized
according to plans. Neither is there any guarantee that Ahlstrom will find suitable targets for acquisitions in the future.
Also, in case Ahlstrom aims to sell a part of its operations, there is a risk that a desirable purchaser cannot be found, the
sales of the operations cannot be executed as expected or the sales has unexpected adverse effects on Ahlstrom’s other
operations. Unsuccessful execution of divestments according to plans may complicate the process and cause additional
transaction related liabilities. For instance, the divestment of the Company’s Home and Personal business area in Brazil
was delayed by over two years. Failure in finding a target for acquisition or a desirable purchaser for the sales of
operations and implementing an acquisition or integration may have an adverse effect on Ahlstrom’s business, results of
operations and financial condition.
Failure to complete any contemplated or ongoing transactions in the anticipated timeframes or at all could reduce or
delay the realization of the anticipated benefits of the transactions and could have an adverse effect on the Company’s
business, financial condition, results of operations and future prospects and thereby on the Company’s ability to fulfill
its obligations under the Notes as well as on the market price and value of the Notes.
Failure to remain in line with shifts in consumer demands and preferences and/or shifts in technologies, materials
and product development may have an adverse effect on Ahlstrom.
Ahlstrom is building its market position on a combination of continuous product and technology development and longterm customer relationships. Changes in the volumes and preferences of local and global consumer markets are of
importance to the majority of Ahlstrom’s business operations as a significant part of the demand for Ahlstrom’s
products is dependent on the demand for the products sold to consumers by Ahlstrom’s customers. The future growth
and success of Ahlstrom will depend significantly on its continued ability to identify and respond to changes in
consumer and industry preferences and demand and its ability to develop its production and launch new products in a
timely manner in all of its key markets and protect thereto related intellectual property rights. Furthermore, the
production chain of Ahlstrom’s products may be rather complicated which may cause additional challenges in
responding to specific customer and industry needs in the different stages of the production chain. Ahlstrom may not be
successful in launching new products on time or as expected during ramp-up as the commercialization process may
require considerable amount of time.
Manufacturers may also periodically introduce new production processes or technologies. Ahlstrom’s future growth
may depend on its ability to foresee the direction of the commercial and technological development of production
processes and technologies in all of its key markets. Future growth and the Company’s ability to reach its innovation
targets will also depend upon the Company’s ability to develop successfully new and improved products, using its
existing or new production capabilities, and to manufacture and market the products in changing markets. Should there
be an important advance in production technology by a competitor in which the Company was not able to participate,
there could be an adverse effect on the Company’s business, results of operations and financial condition.
Changes in consumer behavior and shifts in technologies and materials may thus require further investments and new
innovations. Ahlstrom may lose market share if it does not adequately respond to changes in consumer behaviour and
other changes in its markets. Materialization of any of the above risks could have an adverse effect on Ahlstrom’s
business, financial condition, results of operations and future prospects and thereby, on Ahlstrom’s ability to fulfill its
obligations under the Notes as well as the market price and value of the Notes.
Loss of one or more of its major customers could have an adverse effect on Ahlstrom.
Ahlstrom serves many different industries and operates in geographically diversified markets. Although Ahlstrom has a
large customer base and is not particularly dependent on any individual customer, the loss of one or more of its major
customers could have an adverse effect on Ahlstrom’s business, financial condition, results of operations and future
prospects and thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and
value of the Notes.
31
Ahlstrom shares certain key functions and is party to a number of agreements with Munksjö Oyj and Perusa, which
may limit the ability of Ahlstrom to operate in an efficient manner, or Ahlstrom may be unable to replace the
cooperation with equally favorable terms at the termination of the cooperation arrangements.
Following the completion of the divestment of Ahlstrom’s pre-impregnated décor paper and abrasive paper backings
businesses to Perusa in December 2013 and the completion of the demerger of the Label and Processing business in
Europe in May 2013, Ahlstrom is sharing part of the plant in Osnabrück (Germany) and Turin (Italy) with Perusa and
Munksjö Oyj, respectively. Ahlstrom also shares a site in Windsor Locks (United States) with Suominen Corporation.
Cooperation at the jointly managed sites is governed by several agreements. Ahlstrom is also sharing one of its key
functions, raw material sourcing, with Munksjö Oyj. The cooperation is governed by a joint sourcing agreement and a
joint category based sourcing organization.
The above-mentioned contractual arrangements may lead to complexity and interference between the companies and
their employees in site management and there can be no assurance that such agreements will effectively address any or
all of the potential issues that may arise during the cooperation, that no disruptions to Ahlstrom’s business will occur or
that the terms pursuant to which such services are provided under such agreements would be as economically beneficial
as possible to Ahlstrom. The terms of any such agreements may limit the ability of Ahlstrom to operate in a manner that
Ahlstrom would find most efficient, or it may be economically unviable to seek alternative arrangements as long as any
such agreement is in force. On the other hand, if cooperation with any of the parties terminates, Ahlstrom may face a
loss of access to production capacities, or it may be unable to replace the cooperation with equally favorable terms and
obtain equal benefits from other arrangements. Materialization of any of the risks described above could have an
adverse effect on the Company’s business, financial condition, results of operations and future prospects and thereby on
the Company’s ability to fulfill its obligations under the Notes as well as on the market price and value of the Notes.
Changes in the regulatory framework and/or the loss of benefits associated with a status or an authorization or
possible ordered sanctions could have an adverse effect on Ahlstrom.
Ahlstrom has to comply with a wide variety of laws and regulations enacted on both international and national level,
most notably increasing regulations restricting competitive trading conditions, health and safety regulations,
environmental regulations, labor regulations, competition regulations and corporate, accounting and tax laws. These
requirements are complex, frequently changing and they have tended to become more stringent over time. Changes in
the regulatory framework, the interpretation thereof and/or the loss of benefits associated with a status or an
authorization could require Ahlstrom to adapt its business activities, its assets or its strategy, possibly leading to a
negative impact on its results, an increase in its expenses, and/or a slowing or even halting of the development of certain
investment activities.
In the normal course of its business activities, Ahlstrom could be involved in legal proceedings (for instance, regarding
contractual responsibility, intellectual property rights infringements, anti-trust and anti-corruption matters, employers’
liabilities and/or penal issues) and is subject to tax and administrative audits. On February 25, 2014, Ahlstrom, Munksjö
Oyj and Munksjö AB received a Statement of Objections from the European Commission with respect to alleged
misleading information relating to the abrasive paper backings market, in connection with the merger notification
regarding the business combination of Ahlstrom's Label and Processing business and Munksjö AB. For further
information on the Statement of Objections, see section “Information about the Issuer – Legal and Arbitration
Proceedings”. Should Ahlstrom be ordered to sanctions, it may have an adverse effect on Ahlstrom’s business, financial
condition, results of operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under
the Notes as well as the market price and value of the Notes.
Issues relating to product safety and product liability at a critical point in Ahlstrom’s production chain could
interrupt production in the unit concerned and disturb the entire chain’s operations.
The quality and safety of Ahlstrom’s products is critical to the success of its business. Ahlstrom has quality control
systems in place to ensure the safety and quality of its products. The consequences of quality or safety issues due to
accidental or malicious raw material contamination or due to supply chain contamination caused by human error,
sabotage or equipment fault could be severe. Whilst Ahlstrom aims to detect potential hazards as early as possible,
detected faults or defects in products or in product descriptions discovered at a critical point in Ahlstrom’s production
chain could interrupt production in the unit concerned and disturb the entire chain’s operations. Such disturbances could
have an adverse effect on Ahlstrom’s business, financial condition, results of operations and future prospects and
thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and value of the
Notes.
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Materialization of a risk not covered by Ahlstrom’s insurance policies may have an adverse effect on Ahlstrom.
Ahlstrom’s insurance policies are subject to exclusions of liability and limitations of liability both in amount and with
respect to the insured loss events. The Company does not have insurance coverage for certain types of catastrophic
losses, which are not insurable or for which insurance is unavailable on reasonable economic terms. In addition, there
can be no assurance that the Company’s current insurance coverage will not be cancelled or become unavailable on
reasonable economic terms in the future.
Materialization of these risks may have an adverse effect on Ahlstrom’s business, financial condition, results of
operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as
the market price and value of the Notes.
Ahlstrom’s operations are exposed to risks related to human health, environment and natural resources.
The nature of Ahlstrom’s manufacturing processes and products exposes the Company to potential liability risks under
applicable laws and regulations relating to human health, the environment and natural resources. Ahlstrom also strives
to minimize the environmental impact of all operations in its own production plants. In spite of these standards and
endeavors, there is the possibility of human error, breakdown or sabotage, for example, which may lead to substantial
environmental damage. In such a situation it is possible that legal action is directed against Ahlstrom, which could lead
to fines, revocations of licenses or other sanctions.
Ahlstrom’s operations result in emissions of substances in both water and air. Production processes and products, which
by their nature require the use of chemicals and materials that are potentially harmful to the environment, also result in
the generation of certain waste products. Many of the Company’s manufacturing facilities are situated in locations with
a long history of environmentally harmful industrial use, including the use, storage and disposal of hazardous materials.
It cannot be excluded that Ahlstrom may be required to investigate, remediate, monitor or otherwise pay for such
measures at the locations in question, where operations are currently pursued or where they have been pursued in the
past. Such liability for costs might also arise with respect to real estate property that Ahlstrom owns, has previously
owned or where predecessor companies previously had operations, or in connection with a closure of a production
facility.
To create a safe work environment, Ahlstrom applies safety procedures and provides regular training to its employees.
However, health and safety related accidents have in the past occurred at Ahlstrom’s production sites, and the
possibility of work-related accidents occurring in the future cannot be ruled out. Accidents can lead to employees
coming to harm and to disruptions in production processes, which may result in costs and other liabilities and have an
adverse effect on the Company’s business, results of operations and financial condition as well as damage its reputation
and ability to recruit qualified employees.
Any environmental accident or finding, employee injury, occupational disease or other health and safety issue could
impose significant liabilities as well as remedial and reputational costs on the Company. In addition, individuals
(employees as well as third parties) could seek damages for alleged personal injury or property damage due to accidents
or exposure to chemicals, materials or substances that are currently used or were used in the past by Ahlstrom or that
are present at facilities operated by Ahlstrom.
Materialization of any of the above risks could have an adverse effect on Ahlstrom’s business, financial condition,
results of operations and future prospects and thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as
well as the market price and value of the Notes.
Political, financial or legal risks in emerging markets may have an adverse effect on Ahlstrom.
Ahlstrom has operations in 24 countries worldwide, including a number of emerging markets, in particular in Asia,
Eastern Europe and South America. The emerging markets are subject to greater political, economic and social
uncertainties than countries with more developed institutional structures, and the risk of loss resulting from changes in
law, authorities’ practices and interpretations, economic or social upheaval and other factors may be substantial. Among
the more significant risks of operating and investing in emerging markets are those arising from the introduction of
trade restrictions, enforcement of foreign exchange restrictions, inflation and changes in tax laws and enforcement
mechanisms. Operations in some emerging market countries may also include the risk of the possibility of expropriation
or nationalization of assets. Materialization of any of the above risks could substantially reduce or eliminate any
benefits derived from operating in these markets and could have an adverse effect on Ahlstrom’s business, financial
33
condition, results of operations and future prospects and thereby, on Ahlstrom’s ability to fulfill its obligations under the
Notes as well as the market price and value of the Notes.
Ahlstrom’s operations may be adversely affected by economic or political instability or the introduction of trade
sanctions; for instance, the recent events in Ukraine and the international reaction to them may adversely affect
Ahlstrom’s operations in Ukraine, Russia and/or related markets.
Ahlstrom continues to witness political unrest in various regions where it does business, which may adversely affect
sales in those markets. For instance, economic or political instability or the introduction of trade sanctions, as a result of
the recent events and instability in Ukraine and the international reaction to them may adversely affect Ahlstrom’s
operations in Ukraine, Russia and/or related markets, including as a result of potential trade sanctions or economic
uncertainly or slowdown resulting from these events. Materialization of any of the above risks could have an adverse
effect on Ahlstrom’s business, financial condition, results of operations and future prospects and thereby, on Ahlstrom’s
ability to fulfill its obligations under the Notes as well as the market price and value of the Notes.
Failure to recruit and retain skilled management and other personnel may have an adverse effect on Ahlstrom.
To remain competitive and able to implement its strategy, Ahlstrom will need to hire and retain sufficient numbers of
highly skilled employees with expertise in all of Ahlstrom’s business operations. Ahlstrom is to a certain extent
dependent on certain key persons who are of particular importance in ensuring that Ahlstrom retains and develops its
competitiveness. A positive development of the future business activities of Ahlstrom will depend on the continued
employment of such key employees and Ahlstrom’s continued ability to hire the required number of skilled employees
trained for the industry. Recently, several changes have taken place in Ahlstrom’s Executive Management Team, which
may have an adverse effect on the continuity of the Company’s operations and administration. If current personnel
cannot be retained or Ahlstrom fails in recruiting necessary personnel and key persons, this may have an adverse effect
on Ahlstrom’s business, financial condition, results of operations and future prospects and, thereby, on Ahlstrom’s
ability to fulfill its obligations under the Notes as well as the market price and value of the Notes.
Labor disputes in Ahlstrom’s business operations or associated areas may have an adverse effect on the business of
Ahlstrom.
Labor disputes in Ahlstrom’s business operations or associated areas may have an adverse effect on the business of
Ahlstrom. Ahlstrom or employers organizations may not necessarily succeed in negotiating new satisfactory collective
agreements once the currently valid agreements expire. Furthermore, currently valid collective agreements concerning
Ahlstrom’s personnel may not necessarily prevent strikes or work stoppages at Ahlstrom’s production facilities. Labor
disputes in the transport sector may prevent the distribution of Ahlstrom’s products, and labor disputes affecting
Ahlstrom’s important suppliers and/or customers may hamper Ahlstrom’s business. Labor disputes or exceptional
arrangements associated with pending negotiations of collective agreements may have an adverse effect on Ahlstrom’s
business, financial condition, results of operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its
obligations under the Notes as well as the market price and value of the Notes.
Failure to establish, manage and protect intellectual property rights, as well as any claims or demands associated
with intellectual property rights, may have an adverse effect on Ahlstrom.
Continuous innovation and improvement of products, production techniques and processes is one of the key elements
for the success of Ahlstrom’s business operations. Intellectual property rights such as patents are an integral part of
protecting Ahlstrom’s positions in this regard. Ahlstrom strives to establish and protect its intellectual property rights
and to supervise the operations of third parties in the case of any intellectual property rights infringements. However,
there is no certainty that Ahlstrom’s measures are sufficient in all situations. Protection of intellectual property rights
may pose challenges especially in Asia.
Competitors, suppliers and customers may infringe on Ahlstrom’s intellectual property rights and/or disputes may arise
in relation to the use of licensed intellectual property rights or in relation to Ahlstrom’s use of intellectual property
rights. Failure to establish, manage and protect intellectual property rights, as well as any claims or demands associated
with intellectual property rights, may have an adverse effect on Ahlstrom’s business, financial condition, results of
operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as
the market price and value of the Notes.
34
Ongoing and potential future litigation could be costly, time-consuming, involve significant amounts of money and
disrupt regular activities and an unfavourable outcome in a dispute could have adverse consequences for Ahlstrom.
Ahlstrom is involved in certain litigation proceedings and further disputes could arise in the ordinary course of business
in issues related, inter alia, to contracts, tax issues, alleged defects in product deliveries, health and safety matters,
competition law, intellectual property, employment matters and environmental issues. Ongoing and potential future
litigation is costly, time-consuming and could potentially disrupt normal operations. The outcome of a complicated
dispute is impossible to predict. It is impossible to rule out the possibility of an unfavourable outcome in ongoing
proceedings, or any proceedings that may arise in the future, which could have an adverse effect on Ahlstrom’s
business, financial condition, results of operations and future prospects and thereby, on Ahlstrom’s ability to fulfill its
obligations under the Notes as well as the market price and value of the Notes.
Material interruptions, disruptions or failures in the functionality of the information systems may considerably
impair and weaken Ahlstrom’s business, financial condition and the profitability of operations.
Ahlstrom’s operations are highly dependent on the integrity, safety and stable operation of its information systems that
are mainly provided by third-party suppliers. The operation of Ahlstrom’s information systems may be interrupted
because of power cuts, computer or telecommunication errors, computer viruses, crime targeted at information systems
or major disasters, such as fires or natural disasters, as well as human errors made by Ahlstrom’s own staff or third
party suppliers. Material interruptions or serious disruptions in the operation of the information systems may
considerably impair and weaken Ahlstrom’s business, financial condition and the profitability of operations.
Furthermore, Ahlstrom has established a companywide integrated enterprise resource planning system for managing
and supporting its key operative business processes. Although Ahlstrom continuously strives to improve its information
processes, there is a risk that global processes and different systems and tools may hinder Ahlstrom’s business
operations or decision making. A significant failure in the contents or functionality of the information systems could
negatively affect Ahlstrom’s business and cause operational difficulties. Materialization of any of the above risks could
have an adverse effect on Ahlstrom’s business, financial condition, results of operations and future prospects and
thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and value of the
Notes.
Risks Related to Financial Position and Financing
Ahlstrom’s main financial risks are risks relating to the availability of financing, interest rate and currency exchange
rate risks, taxation and credit risks.
Ahlstrom may not receive financing at competitive terms or at all.
Uncertainty in the financial markets may mean that the price of the financing needed to carry out Ahlstrom’s business
may increase and that it may be less readily available. Ahlstrom aims to reduce the risk relating to the availability of
financing by managing a balanced loan maturity distribution and by having sufficient committed credit limits with
sufficiently long periods of validity at hand, by using many financial institutions and instruments to raise finance.
There is also a risk that Ahlstrom's balance sheet structure may limit the Group's ability to finance future growth, and
that the balance sheet structure is too exposed to the success of other listed companies’ performance. Although
Ahlstrom currently generates sufficient funds from operating cash flows to satisfy its debt service requirements and its
capacity to obtain new financing is adequate, it is however possible, that Ahlstrom could – at any given point in time –
encounter difficulties in raising funds and, as a result, lack the access to liquidity that it needs.
Ahlstrom’s credit facilities and other loans include financial covenants. Financial covenants may restrict Ahlstrom’s
options for business development and lead to decisions that would not be as economically beneficial as possible. If
Ahlstrom is unable to comply with these covenants in the future, it could be required to renegotiate its credit facilities
and loans, request waivers or replace such credit facilities and loans with other financial instruments or arrangements in
order to prevent a default. Alternative financing arrangements also require significant amount of management time,
which may impair management’s ability to run the Company’s business effectively. There can be no assurance that
Ahlstrom would be able to take any such action on terms that are acceptable to it, or at all. If Ahlstrom is not able to
comply with the financial covenants included in its credit facilities and other loans or raise additional financing, it could
have an adverse effect on Ahlstrom’s business, financial condition, results of operations and future prospects and,
thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and value of the
Notes.
35
Fluctuations in interest rates may adversely affect Ahlstrom’s earnings.
Fluctuations in interest rates may affect the value and result of the Group as a whole. In addition, an increase in the
interest rate levels would have an adverse effect on the cost of financing and any of Ahlstrom’s current financing
expenses. Despite Ahlstrom’s active measures to manage these potential developments, a failure to properly manage
such risks could have an adverse effect on Ahlstrom’s business, financial condition, results of operations and future
prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price and
value of the Notes.
Fluctuations in currency exchange rates may adversely affect Ahlstrom’s earnings and balance sheet
The Group is exposed to currency risk arising from exchange rate fluctuations. More than 40 per cent of Ahlstrom’s net
sales are denominated in euro, more than 40 per cent in U.S. dollars and the rest in other currencies. Ahlstrom’s raw
materials are generally purchased in U.S. dollars and euro. If the value of the currency in which Ahlstrom incurs its
costs strengthens relative to the value of the currency in which it sells its products, it may have an adverse effect on
Ahlstrom’s business, financial condition, results of operations and future prospects.
Ahlstrom reports its financial results in euro. Therefore, Ahlstrom also faces a currency translation risk to the extent that
the assets, liabilities, revenues and expenses of its subsidiaries are denominated in currencies other than the euro. In
order to prepare its financial statements, Ahlstrom must translate the values of those assets, liabilities, revenues and
expenses into euro at the applicable exchange rates. Consequently, increases and decreases in the value of the euro
against other currencies will affect the value of these items in the consolidated financial statements, even if their value
has not changed in their original currency.
Although Ahlstrom seeks to manage its foreign exchange risks in order to minimize any negative impact caused by
exchange rate volatility, there can be no assurance that Ahlstrom will be able to do so successfully. Fluctuations in
foreign exchange rates may have an adverse effect on Ahlstrom’s business, financial condition, results of operations and
future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price
and value of the Notes.
Ahlstrom’s tax burden could increase due to changes in tax laws or regulations or their application and
interpretation, or as a result of current or future tax audits.
Due to the international nature of its business, Ahlstrom is subject to the tax law and regulations of several jurisdictions,
in particular with regard to transfer pricing rules. Pursuant to such rules, related companies must conduct any intercompany transactions on an arm’s length basis and to provide sufficient documentation thereof, subject to applicable
rules of the relevant jurisdiction. The estimation of Ahlstrom’s total income taxes requires thorough consideration and
numerous filings in various countries and the final amount of taxes related to certain transactions and calculations
remains uncertain. Taxation risks can also relate to changes of tax rates, tax laws and tax regulations as well as
misinterpretations of such laws and regulations. The realization of any of these risks may lead to increase in tax charges
and/or to sanctions by the tax authorities, which may lead to financial loss.
Ahlstrom has conducted several acquisitions, divestments and other corporate transactions during the recent years. Tax
authorities may question some of the positions that Ahlstrom has taken and, consequently, additional taxes may be
assessed or tax assets may be challenged.
In addition, Ahlstrom will be, from time to time, subject to regular tax audits by national tax authorities. As a result of
future tax audits or other review actions of tax or other relevant authorities, additional taxes (including income taxes,
withholding taxes, real estate taxes, capital taxes, stamp duties and value added taxes) could be assessed, which could
lead to an increase in the tax liabilities of Ahlstrom, either as a result of the relevant tax payment being assessed directly
against Ahlstrom or as a result of Ahlstrom becoming liable for the relevant tax as a secondary obligor. Currently the
transfer pricing rules of Ahlstrom are under scrutiny in Finland, Italy and South Korea.
Although Ahlstrom uses a substantial amount of resources to control taxation risks, the realization of any of the risks
described above could have an adverse effect on Ahlstrom’s business, financial condition, results of operations and
future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price
and value of the Notes.
36
A decline in the value of Ahlstrom’s major shareholdings in Munksjö Oyj and Suominen Corporation may have an
adverse effect on Ahlstrom.
Following the divestments of the Home and Personal business in 2011 and the demerger of the Label and Processing
business in 2013, Ahlstrom owns significant stakes in two publicly traded companies that are not consolidated with the
Ahlstrom Group, Munksjö Oyj and Suominen Corporation. Investments in shares are inclined to be high-risk
investments by their nature and the value of such investments may vary greatly. The value and liquidity of such
investments is affected by numerous factors, most of which are outside the power of Ahlstrom. A substantial decline in
the value of either of Munksjö Oyj or Suominen Corporation could have an adverse effect on Ahlstrom’s business,
financial condition, results of operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations
under the Notes as well as the market price and value of the Notes.
A global economic downturn and serious dislocation of the financial markets may expose the Company to credit and
counterparty risks.
Credit and counterparty risks materialize when a customer or a financial institution is unable to meet its financial
obligations towards Ahlstrom. Credit risks arise from commercial receivables and counterparty risks from exposures
associated with financial transactions such as deposits, placements, derivatives contracts, bonds and guarantees issued
in favor of members of the Group or receivables from insurance companies. The global financial and economic crisis
during the last few years caused a number of the world’s largest financial and other corporate institutions significant
operational and financial difficulties. Should such difficulties occur in the future, they could inhibit the capability of a
counterparty of Ahlstrom to honor its pre-existing lending arrangements, to permit withdrawal of deposits or to provide
payment forwarding services. Despite the management of the counterparty risk, Ahlstrom could also face increased
credit exposure and incur costs of re-arranging credit transaction, including re-arrangement on less favorable terms,
such as with an incremental change in its financing rate.
For the time being, Ahlstrom’s credit losses have remained low, but due to the uncertain economic situation, Ahlstrom’s
customer credit risks are still difficult to cover with credit insurance. Financial and operational challenges experienced
by customers and suppliers may impact Ahlstrom’s ability to collect outstanding accounts receivables fully or in timely
manner, or at all, and, consequently, cause credit losses. Credit losses could, in turn, require Ahlstrom to obtain
alternative financing to meet its obligations under any financing arrangements it may have.
Actions by counterparties or customers who fail to fulfill their obligations to Ahlstrom may impact its cash flow and
liquidity, which could have an adverse effect on Ahlstrom’s business, financial condition, results of operations and
future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as well as the market price
and value of the Notes.
Costs related to pension benefit plans could increase.
Ahlstrom has established certain defined pension benefit and defined pension contribution plans in various countries in
which it operates, or has liability for such plans as a part of its historical operations. Ahlstrom is exposed to various
risks related to these defined benefit plans, including the risk of actual investment returns being lower than assumed
rates of return and the risk of results deviating from actuarial assumptions for areas such as mortality of plan
participants. In addition, fluctuations in interest rates may cause changes in the annual cost and benefit obligations. Any
of these risks, if they were to materialise, could have an adverse effect on Ahlstrom’s business, financial condition,
results of operations and future prospects and, thereby, on Ahlstrom’s ability to fulfill its obligations under the Notes as
well as the market price and value of the Notes.
Risks Related to the Notes
The following risk factors are, among other things, material in order to assess the risks associated with the Notes.
Words and expressions in this section shall have the meaning defined in “Terms and Conditions of the Notes”.
The Notes may not be a suitable investment for all investors
The Notes may not be a suitable investment for all investors. Thus, each potential investor in the Notes must assess the
suitability of that investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks
of investing in the Notes and the information contained or referred to in this Listing Prospectus;
37
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall investment
portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes; and
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Investors of the Notes are exposed to credit risk in respect of the Issuer
Investors of the Notes are exposed to a credit risk in respect of the Issuer. The investor’s possibility to receive payment
under the Notes is thus dependent on the Issuer’s ability to fulfil its payment obligations, which in turn is to a large
extent dependent on developments in the Issuer’s business and financial performance.
Possibility to forfeit interest and principal amount invested
Should the Issuer become insolvent during the term of the Notes, an investor may forfeit interest payable on, and the
principal amount of, the Notes in whole or in part. An investor is always solely responsible for the economic
consequences of its investment decisions.
No guarantee or security is given in respect of the Notes
The Notes will not be obligations of anyone other than the Issuer and they will not be guaranteed. No one other than the
Issuer will accept any liability whatsoever in respect of any failure by the Issuer to pay any amount due under the Notes.
The Notes are unsecured debt instruments and the Noteholders would be unsecured creditors in the event of the Issuer’s
bankruptcy. Secured creditors will have prior claim to Ahlstrom’s assets that constitute their collateral as compared to
the Noteholders. Accordingly, in addition to that any adverse change in the financial condition or prospects of the Issuer
may have an adverse effect on the liquidity of the Notes, and may result in a decline in their market price, such adverse
change may endanger the probability that the Noteholders will receive prompt and full payment, when due, for
principal, interest and/or any other amounts and items payable to the Noteholders pursuant to the Notes from time to
time.
Absence of rating
Neither the Issuer nor the Notes are currently rated by any rating agency.
Active trading market for the Notes may not develop
The Notes constitute a new issue of securities and there has been no prior public market for the Notes. Although
application has been made to list the Notes on the Helsinki Stock Exchange, there can be no assurance that such
application will be approved. Further, even if the listing application is approved, there can be no assurance that a liquid
public market for the Notes will develop, and even if such a market were to develop, neither the Issuer nor the Lead
Managers are under any obligation to maintain such a market. In the absence of a secondary market, Notes may be
difficult to sell at a satisfactory market price and the investor should be aware that it may realize a loss upon sale if
Notes are sold prior to the redemption date. Even if the Notes are listed on an exchange, trading in the Notes will not
always take place. Thus, it may be difficult and costly for the holder of the Notes to sell Notes within a short time
frame, or at all, and it may be difficult for the holder to obtain a price that is equivalent to the price obtainable for
securities that are traded in a liquid secondary market.
The liquidity and the market price for the Notes can be expected to vary with changes in market and economic
conditions, the financial condition and prospects of the Issuer and other factors that generally influence the market
prices of securities. Such fluctuations may significantly affect the liquidity and the market price of the Notes, which
may trade at a discount to the price at which the Noteholder invested in the Notes.
Since the Notes bear a fixed interest rate, their price may fall as a result of changes in the interest rates
The Notes bear interest on their outstanding principal at a fixed interest rate. A holder of a security with a fixed interest
rate is exposed to the risk that the price of such security could fall as a result of changes in the market interest rate.
38
Market interest rates follow the changes in general economic conditions, and are affected by, among many other things,
demand and supply for money, liquidity, inflation rate, economic growth, benchmark rates of central banks, implied
future rates, and changes and expectations related thereto.
While the nominal compensation rate of a security with a fixed interest rate is fixed during the term of such security or
during a certain period of time, current interest rates on capital markets (market interest rates) typically change
continuously. In case market interest rates increase, the market price of such a security typically falls, until the yield of
such security is approximately equal to the market interest rates. If market interest rates fall, the price of a security with
a fixed interest rate typically increases, until the yield of such a security is approximately equal to market interest rates.
Consequently, the prospective investors in the Notes should be aware that movements of market interest rates may
result in a material decline in the market price of the Notes and can lead to losses for the Noteholders if they sell the
Notes. Further, the past performance of the Notes is not an indication of their future performance.
Ahlstrom may incur additional debt without the consent of the Noteholders
Ahlstrom may be able to incur additional debt in the future. Although the credit agreements of Ahlstrom as well as
Clause 10.2 (Financial Indebtedness) and Clause 10.6 (Negative Pledge) of the Terms and Conditions of the Notes
contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant
qualifications and exceptions, and debt incurred in compliance with these restrictions could be substantial and secured.
Under the Terms and Conditions of the Notes, in addition to specified permitted indebtedness and secured indebtedness,
Ahlstrom will be able to incur additional indebtedness so long as the ratio of Total Net Debt to the Adjusted Equity
according to the latest financial statements does not exceed 100 per cent, where the Total Net Debt shall in the
calculation include the new Financial Indebtedness incurred. Incurring additional debt permitted under the Terms and
Conditions of the Notes may reduce the amount recoverable by the Noteholders upon winding-up or insolvency of the
Issuer.
No voting rights in the Issuer’s general meetings
The Notes carry no voting rights with respect to the general meetings of shareholders of the Issuer. Consequently, in the
Issuer’s general meetings of shareholders the Noteholders cannot influence any decisions by the Issuer to redeem the
Notes or any decisions by the Issuer’s shareholders concerning, for instance, the capital structure of the Issuer.
No assurance on change of laws or practices
The Notes are governed by the laws of Finland, as in force from time to time. Finnish laws (including but not limited to
tax laws) and regulations governing the Notes may change during the validity of the Notes, and new judicial decisions
can be given and administrative practices change. No assurance can be given as to the impact of any such possible
change of laws or regulations, or new judicial decision being given or administrative practice being changed after the
date of this Listing Prospectus. Hence, if materialized, such an event may have an adverse effect on Ahlstrom’s
business, financial condition, results of operations and future prospects and, thereby, Ahlstrom’s ability to fulfil its
obligations under the Notes as well as the market price and value of the Notes. Such an event may also cause financial
losses or damage to the Noteholders.
The Issuer may be able to merge, effect asset sales or otherwise effect significant transactions that may have an
adverse effect on the Notes and the Noteholders
The Issuer and its subsidiaries may be able to merge, effect asset sales or otherwise effect significant transactions
without the consent of the Noteholders. Although the Terms and Conditions of the Notes contain restrictions on
Ahlstrom’s ability to enter into a merger, demerger or an asset sale transaction these restrictions are subject to several
significant qualifications and exceptions.
In the event Ahlstrom was to enter into such a transaction, Noteholders could be materially and adversely affected.
Furthermore, the Terms and Conditions of the Notes do not restrict any of the current shareholders of the Issuer from
disposing any or all of their shareholdings.
The completion of transactions relating to the Notes is dependent on Euroclear Finland Ltd.’s operations and
systems
The Notes are issued in the book-entry securities system of Euroclear Finland Ltd. Pursuant to the Act on the BookEntry System and Clearing Activities (749/2012, as amended), the Notes will not be evidenced by any physical note or
39
document of title other than statements of account made by Euroclear Finland Ltd. or its account operator. The Notes
are dematerialized securities, and title to the Notes is recorded and transfers of the Notes are effected only through the
relevant entries in the book-entry system and registers maintained by Euroclear Finland Ltd. and its account operators.
Therefore, timely and successful completion of transactions relating to the Notes, including but not limited to transfers
of, and payments made under, the Notes, depend on the book-entry securities system being operational and that the
relevant parties, including but not limited to the payment transfer bank and the account operators of the Noteholders, are
functioning when transactions are executed. During the term-to-maturity of the Notes, Euroclear Finland Ltd.’s systems
to process the Notes are likely to be changed materially due to the introduction of the Target 2 securities platform of the
European System of Central Banks. Any malfunction or delay in the book-entry securities system or any failure by any
relevant party may result in the transaction involving the Notes not taking place as expected or being delayed, which
may cause financial losses or damage to the Noteholders whose rights depended on the timely and successful
completion of the transaction.
The Company or any other third party will not assume any responsibility for the timely and full functionality of the
book-entry securities system. Payments under the Notes will be made in accordance with the laws governing the bookentry securities system, the rules of Euroclear Finland Ltd. and the Terms and Conditions of the Notes. For purposes of
payments under the Notes, it is the responsibility of each Noteholder to maintain with its respective book-entry account
operator up to date information on applicable bank accounts.
Repurchase of the Notes by the Issuer prior to maturity may have an adverse effect on the Issuer, the Noteholders
and on any Notes outstanding
Ahlstrom may at any time purchase Notes on the market in any manner and at any price prior to maturity. Only if such
purchases are made through a tender offer, such tender must be available to all Noteholders on equal terms. Ahlstrom is
entitled to cancel, dispose of or hold the purchased Notes at its discretion. Consequently, a Noteholder offering Notes to
Ahlstrom in connection with such purchases may not receive the full invested amount. Furthermore, a Noteholder may
not have the possibility to participate in such purchases. The purchases – whether by a tender offer or otherwise – may
have an adverse effect on such Noteholders who do not participate in the purchases as well as the market price and
value of such Notes.
In addition, Ahlstrom may redeem all of the outstanding Notes in full any time prior to the final maturity at a price per
Note equal to 100 per cent of the nominal amount of the Note together with accrued but unpaid interest and an
applicable premium (calculated based on how many years after the Issue Date the redemption is made), as specified in
the Terms and Conditions of the Notes (see Clause 8.3 (Voluntary total redemption (call option)).
As specified in the Terms and Conditions of the Notes, the Noteholders are entitled to demand the repurchase of the
Notes at a price per Note equal to 101 per cent of the nominal amount of the Note together with accrued but unpaid
interest in case of a Change of Control Event (see Clause 8.4 (Mandatory repurchase due to a Change of Control Event
(put option))). Such repurchase may have an adverse effect on Ahlstrom’s business, financial condition, results of
operations and future prospects and, thereby, on Ahlstrom’s ability to fulfil its obligations under the Notes of such
Noteholders who elect not to exercise their right to get their Notes repurchased, as well as the market price and value of
such Notes. Furthermore, if at least 75 per cent of the aggregate nominal principal amount of the Notes has been
repurchased pursuant to a demand by the Noteholders based on a Change of Control Event, the Issuer is entitled to
repurchase also the remaining outstanding Notes notifying the Noteholders of such repurchase.
Any such repurchase or redemption by the Issuer may incur financial losses or damage, among other things, to such
Noteholders who had prepared themselves to have the amount of the Notes invested until the contractual final maturity
of the Notes, or in case the market value of the Notes is higher than the early redemption amount, or in case it is not
possible for Noteholders to reinvest such proceeds at an effective interest rate as high as the interest rate on the Notes.
The Issuer may not be able to finance the repurchase of the Notes following a Change of Control Event
Upon a Change of Control Event, the Noteholders are entitled to demand repurchase of the Notes at a price per Note
equal to 101 per cent of its nominal amount together with accrued but unpaid interest. The source for any repurchase
required as a result of any such event will be available cash or cash generated from operating activities or other sources,
including borrowings, sales of assets, sales of equity or funds provided by subsidiaries of the Issuer. If a Change of
Control Event occurs, there can be no assurance that the Issuer will have or will be able to generate sufficient funds to
repurchase the Notes that have been requested to be repurchased.
40
The Issuer is not obliged to compensate for withholding tax or similar on the Notes
In the event of any withholding tax, public levy or similar being imposed in respect of payments to Noteholders on
amounts due pursuant to the Notes, the Issuer is not obliged to gross-up or otherwise compensate Noteholders for the
lesser amounts the Noteholders will receive as a result of the imposition of withholding tax or similar. Furthermore, the
Noteholders do not have any right to a premature redemption of the Notes based on the same.
Modification of the Terms and Conditions of the Notes bind all Noteholders
The Terms and Conditions of the Notes contain provisions for convening the Noteholders’ Meetings to consider matters
affecting the interests of Noteholders generally. These provisions permit defined majorities to bind all Noteholders,
including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner
contrary to the majority.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to
what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and
(iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
The right to payment under the Notes may become void due to prescription
In case any payment under the Notes has not been claimed within three (3) years from the original due date thereof, the
right to such payment shall become void. Such prescription may incur financial losses to such Noteholders who have
not claimed payment under the Notes within the prescription time of three (3) years.
The rights of the Noteholders depend on the Agent’s actions and financial standing
By subscribing for, or accepting the assignment of, any Note, each Noteholder will accept the appointment of the Agent
(being on the Issue Date Nordic Trustee Oy) to act on its behalf and to perform administrative functions relating to the
Notes. The Agent shall have, among other things, the right to represent the Noteholders in all court and administrative
proceedings in respect of the Notes. However, the rights, duties and obligations of the Agent as the representative of the
Noteholders will be subject to the provisions of the Terms and Conditions of the Notes and the Agency Agreement, and
there is no specific legislation or established market practice in Finland which would govern the Agent’s performance
of its duties and obligations relating to the Notes. A failure by the Agent to perform its duties and obligations properly
or at all may adversely affect the enforcement of the rights of the Noteholders. Under the Terms and Conditions of the
Notes, the funds collected by the Agent as the representative of the Noteholders must be held separately from the funds
of the Agent and be treated as escrow funds to ensure that in the event of the Agent’s bankruptcy, such funds can be
separated for the benefit of the Noteholders. In the event the Agent would fail to separate the funds in an appropriate
manner, the funds could be included in the Agent’s bankruptcy estate.
The Agent may be replaced by a successor Agent in accordance with the Terms and Conditions of the Notes. Generally,
the successor Agent has the same rights and obligations as the retired Agent. It may be difficult to find a successor
Agent with commercially acceptable terms or at all. Furthermore, it cannot be excluded that the successor Agent would
not breach its obligations under the above documents or that insolvency proceedings would not be initiated against it.
Nordic Trustee Oy, being the Agent on the Issue Date, has a professional indemnity insurance which the Agent
considers to be in line with market practice. There is however no assurance whether this insurance will be
maintained/renewed until the maturity of the Notes or whether any successor Agent will have liability insurance.
Materialization of any of the above risks may have an adverse effect on the enforcement of the rights of the Noteholders
and the rights of the Noteholders to receive payments under the Notes.
41
GENERAL INFORMATION
The Issuer and Certain Other Parties
Issuer
Ahlstrom Corporation
Alvar Aallon katu 3 C
00100 Helsinki, Finland
Lead Managers of the Issue of the Notes
Danske Bank Oyj
Hiililaiturinkuja 2
00075 Danske Bank, Finland
Skandinaviska Enskilda Banken AB (publ)
Unioninkatu 30
00100 Helsinki, Finland
Legal Advisor to the Issuer
Hannes Snellman Attorneys Ltd
Eteläesplanadi 20
00130 Helsinki, Finland
Auditor of the Issuer
PricewaterhouseCoopers Oy
Itämerentori 2
00180 Helsinki, Finland
Auditor in charge: Kaj Wasenius
Responsibility Statement
This Listing Prospectus has been prepared by the Issuer and the Issuer accepts responsibility regarding the information
contained in this Listing Prospectus. To the best knowledge of the Issuer, having taken all reasonable care to ensure that
such is the case, the information contained in this Listing Prospectus is in accordance with the facts and contains no
omission likely to affect its import.
Auditors
The consolidated financial statements of the Issuer for the financial years ended December 31, 2013 and December 31,
2012 incorporated in this Listing Prospectus by reference have been audited by PricewaterhouseCoopers Oy with Eero
Suomela, Authorised Public Accountant, as auditor with principal responsibility. The business address of the auditor
and PricewaterhouseCoopers Oy is Itämerentori 2, 00180 Helsinki, Finland. In the Annual General Meeting of 2014,
PricewaterhouseCoopers Oy was re-elected as the Company’s auditor.
Special Cautionary Notice Regarding Forward Looking Statements
Certain statements in this Listing Prospectus, including but not limited to certain statements set forth under the captions
“Risk Factors”, “Information about the Issuer” and “Financial Information and Future Outlook”, are based on the
beliefs of Ahlstrom’s management as well as assumptions made by and information currently available to it, and such
statements may constitute forward-looking statements. When used in this Listing Prospectus, the words “aims,”
“anticipates,” “assumes,” “believes,” “estimates,” “expects,” “will,” “intends,” “may,” “plans,” “should” and similar
expressions as they relate to Ahlstrom or Ahlstrom’s management identify certain of these forward-looking statements.
The forward-looking statements are not guarantees of the future operational or financial performance of Ahlstrom and
they involve known and unknown risks, uncertainties and other important factors that could cause the actual results,
performance or achievements of Ahlstrom, or industry results, to differ materially from any future results, performance
or achievements expressed or implied by such forward-looking statements.
42
In addition to factors that may be described elsewhere in the Listing Prospectus, such risks, uncertainties and other
important factors include, among other things, the risks described in the section “Risk Factors” which could cause
Ahlstrom’s actual results of operations or its financial condition to differ materially from those expressed in any
forward-looking statement. Should one or more of these risks or uncertainties materialize, or should any underlying
assumptions prove to be incorrect, Ahlstrom’s actual results of operations, its financial condition or its ability to fulfill
its obligations under the Notes could differ materially from those described herein as anticipated, believed, estimated or
expected. The Issuer does not intend and does not assume any obligation to update any forward-looking statements
contained herein unless required by applicable legislation.
Market and Industry Information
This Listing Prospectus contains information about Ahlstrom’s markets and estimates regarding Ahlstrom’s competitive
position therein. Such information is prepared by Ahlstrom based on third-party sources and Ahlstrom’s own internal
estimates. In many cases, there is no publicly available information on such market data. Ahlstrom believes that its
estimates of market data and information derived therefrom are helpful in order to give investors a better understanding
of the industry sectors in which it operates as well as its position within these industry sectors. Although Ahlstrom
believes that its internal market observations are fair estimates, they have not been reviewed or verified by any external
experts and Ahlstrom cannot guarantee that a third-party expert using different or the same methods would obtain or
generate the same results.
Where certain market data and market estimates contained in this Listing Prospectus have been derived from third party
sources, such as industry publications, the name of the source is given therein. Industry publications generally state that
the information they contain has been obtained from sources believed to be reliable, but the correctness and
completeness of such information is not guaranteed. The Issuer confirms that this information has been accurately
reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by such third party,
no facts have been omitted which would render the reproduced information inaccurate or misleading. However, neither
the Issuer nor the Lead Managers have independently verified, and cannot give any assurances as to the appropriateness
of, such information. Should this Listing Prospectus contain market data or market estimates in connection with no
source has been presented, such market data or market estimate is based on the Ahlstrom management’s estimates.
Additional Information
The Issuer or its debt securities have not been assigned any credit ratings at the request or with the co-operation of the
Issuer in the rating process.
No Incorporation of Website Information
The contents of Ahlstrom’s website or any other website do not form a part of this Listing Prospectus (except for the
documents incorporated by reference into this Listing Prospectus as set forth in “Documents Incorporated by
Reference”), and prospective investors should not rely on such information in making their decision to invest in the
Notes.
Notice to Prospective Investors in the European Economic Area (other than Finland)
This Listing Prospectus has been prepared on the basis that all offers of the Notes in the European Economic Area (the
“EEA”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in the member states of
the EEA, from the requirement to produce a prospectus under the Prospectus Directive for offers of securities.
Accordingly, any person making or intending to make any offer of the Notes within the EEA should only do so in
circumstances in which no obligation arises for the Issuer or the Lead Managers to publish a prospectus under the
Prospectus Directive for such offer. Neither the Issuer nor the Lead Managers have authorized, nor do they authorize,
the making of any offer of securities through any financial intermediary. In relation to each member state of the EEA
which has implemented the Prospectus Directive (each a “Relevant Member State”), an offer to the public of any
Notes may not be made in that Relevant Member State, except that an offer of the Notes to the public in that Relevant
Member State may be made at any time under the following exemptions from the Prospectus Directive (as amended by
Directive 2010/73/EU), if they have been implemented in that Relevant Member State:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive; or
43
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall result in a requirement for the publication of a prospectus pursuant to
Article 3 of the Prospectus Directive by the Issuer or the Lead Managers.
For the purposes herein, the expression an “offer to the public” in relation to any of the Notes in any Relevant Member
State means the communication in any form and by any means of sufficient information on the terms of the offer of the
Notes to be offered so as to enable an investor to decide to purchase any of the Notes, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State.
Notice to Prospective Investors in the United Kingdom
In the United Kingdom, this Listing Prospectus may be distributed only to, and may be directed at, (a) persons who
have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within Article
49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within Article 49(1)
of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person
should not act or rely on this document or any of its contents.
Notice to Prospective Investors in the United States
The Notes have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities
Act”) or with any securities regulatory authority of any state of the United States. The Notes may not be offered, sold,
pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”), except in certain transactions
exempt from registration requirements of the Securities Act).
44
TERMS AND CONDITIONS OF THE NOTES
TERMS AND CONDITIONS FOR
AHLSTROM OYJ
100,000,000.00
SENIOR UNSECURED CALLABLE FIXED RATE NOTES
ISIN: FI4000108501
45
TABLE OF CONTENTS
1.
DEFINITIONS AND CONSTRUCTION ................................................................................................................ 47
2.
ISSUANCE, SUBSCRIPTION AND STATUS OF THE NOTES .......................................................................... 52
3.
USE OF PROCEEDS ............................................................................................................................................... 53
4.
CONDITIONS FOR DISBURSEMENT ................................................................................................................. 53
5.
NOTES IN BOOK-ENTRY FORM ......................................................................................................................... 53
6.
PAYMENTS IN RESPECT OF THE NOTES ......................................................................................................... 54
7.
INTEREST ............................................................................................................................................................... 54
8.
REDEMPTION AND REPURCHASE OF THE NOTES ....................................................................................... 54
9.
INFORMATION TO NOTEHOLDERS .................................................................................................................. 56
10.
GENERAL UNDERTAKINGS ............................................................................................................................... 57
11.
ACCELERATION OF THE NOTES ....................................................................................................................... 62
12.
DISTRIBUTION OF PROCEEDS ........................................................................................................................... 63
13.
RIGHT TO ACT ON BEHALF OF A NOTEHOLDER .......................................................................................... 64
14.
DECISIONS BY NOTEHOLDERS ......................................................................................................................... 64
15.
NOTEHOLDERS’ MEETING ................................................................................................................................. 66
16.
WRITTEN PROCEDURE ....................................................................................................................................... 67
17.
AMENDMENTS AND WAIVERS ......................................................................................................................... 67
18.
APPOINTMENT AND REPLACEMENT OF THE AGENT ................................................................................. 68
19.
NO DIRECT ACTIONS BY NOTEHOLDERS ...................................................................................................... 70
20.
PRESCRIPTION ...................................................................................................................................................... 71
21.
NOTICES AND PRESS RELEASES ...................................................................................................................... 71
22.
FORCE MAJEURE AND LIMITATION OF LIABILITY ..................................................................................... 71
23.
GOVERNING LAW AND JURISDICTION ........................................................................................................... 72
APPENDIX 1 (Form of compliance certificate)  ................................. 73
46
1.
DEFINITIONS AND CONSTRUCTION
1.1
Definitions
In these terms and conditions (the “Terms and Conditions”):
“Accounting Principles” means international financial reporting standards (IFRS) within the meaning of
Regulation 1606/2002/EC on the application of international accounting standards (or as otherwise adopted
or amended from time to time, except where specifically stated to refer to such standards as in force on the
Issue Date).
“Adjusted Equity” means, at any time, the aggregate of (i) the consolidated shareholders’ equity of the
Group, (ii) the principal amount drawn under any hybrid loan or capital loan by any member of the Group
and (iii) write-off adjustments (up to a maximum aggregate amount at any time of EUR 40,000,000)
(where “write off adjustment” shall mean for any financial quarter ending after the Issue Date the aggregate
(expressed in a positive number) of (A) any impairments which have been applied from the Issue Date to
the end of the relevant quarter in accordance with International Accounting Standard 36 (“IAS 36”) (or
such other rules and/or practices as may, in the future, replace IAS 36 or be implemented by the Issuer in
place of, and relating to the same material as, IAS 36) to fixed assets which were owned by any company
on the Issue Date where the accounts of such company were at that date, consolidated with the accounts of
the Issuer or reported goodwill, and (B) the aggregate amount of any write-offs or fixed assets or goodwill
impairments from the Issue Date to the end of the relevant financial quarter which is not already included
in (A) above and has occurred as a result of the sale or transfer of such fixed assets or the discontinuation,
shutdown or run-off of any production line, business or company of the consolidated Group).
“Adjusted Nominal Amount” means the Total Nominal Amount less the Nominal Amount of all Notes
owned by a Group Company, irrespective of whether such Group Company is directly registered as owner
of such Notes.
”Affiliate” means, in relation to any specified Person, another Person directly or indirectly controlling or
being controlled by or under direct or indirect common control with such specified Person. For the purpose
of this definition, ”control” when used with respect to any Person means the power to direct the
management or policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms ”controlling” and ”controlled” have meanings correlative
to the foregoing.
“Agency Agreement” means the agency agreement entered into on or before the Issue Date, between the
Issuer and the Agent, or any replacement agency agreement entered into after the Issue Date between the
Issuer and a replacing Agent.
“Agent” means Nordic Trustee Oy, incorporated under the laws of Finland with corporate registration
number 2488240-7, acting for and on behalf of the Noteholders in accordance with these Terms and
Conditions, or another party replacing it, as Agent, in accordance with these Terms and Conditions.
“Applicable Premium” means the higher of:
(a)
1.00 per cent. of the Nominal Amount; and
(b)
an amount equal to
(i)
100 per cent. of the Nominal Amount; plus
(ii)
all remaining scheduled Interest payments (assuming that the Interest Rate for the period
from the relevant Redemption Date to the Final Maturity Date will be equal to the
Interest Rate in effect on the date on which the applicable notice of redemption is given)
on the Note until the Final Maturity Date (but excluding accrued but unpaid Interest up to
the relevant Redemption Date),
47
discounted (for the time period starting from the relevant Redemption Date to the Final Maturity
Date or the relevant Interest Payment Date, as the case may be) using a discount rate equal to the
yield to maturity of German government bond rate with a maturity date on or about the Final
Maturity Date plus 50 bps, minus
(iii)
the Nominal Amount.
The Applicable Premium shall be calculated and determined by the Agent.
”Book-Entry Securities System” means the OM system being part of the book-entry register maintained
by the CSD or any other replacing book-entry securities system.
”Book-Entry System Act” means the Finnish Act on Book-Entry System and Clearing Operations (Fin:
Laki arvo-osuusjärjestelmästä ja selvitystoiminnasta 749/2012, as amended).
“Business Day” means a day on which the deposit banks are generally open for business in Helsinki.
“Business Day Convention” means the first following day that is a CSD Business Day.
“Cash” means, in respect of the Group, and at any time, immediately available funds at bank accounts
(excluding any available unused credit limits).
“Cash Equivalent Investments” means, in respect of the Group, and at any time, marketable debt
securities or other instruments maturing within one year held for cash management purposes that can be
realised promptly.
”Change of Control Event” means that any Person (other than the lineal descendants of the Initial
Founders or any Person controlled by such Persons) acting solely or any Person and any company
controlled by or under common control with such Person acting together or any group of Persons acting
together acquires or acquire control of the Issuer. For the purposes of this definition, one Person shall be
regarded as “controlled” by another Person or Persons if that other Person or Persons holds or hold more
than 50 per cent of the voting rights (being votes which are capable of being cast generally at meetings of
shareholders) of that Person, and “control” shall be construed accordingly, and where “Initial Founders”
shall mean each of Antti Ahlström (born 1827, died 1896) and Eva Ahlström (born: 1848, died 1920), the
initial founders of the Issuer.
“CSD” means Euroclear Finland Oy, business identity code 1061446-0, Urho Kekkosen katu 5 C, P.O.
Box 1110, 00101 Helsinki, Finland or any entity replacing the same as a central securities depository.
“CSD Business Day” means a day on which the Book-Entry Securities System is open in accordance with
the regulations of the CSD.
“Euro” and “EUR” means the single currency of the participating member states in accordance with the
legislation of the European Community relating to Economic and Monetary Union.
“Event of Default” means an event or circumstance specified in paragraphs (a) to (g) of Clause 11.1.
“Final Maturity Date” means 15 September 2019.
“Finance Documents” means these Terms and Conditions and any document by which these Terms and
Conditions are amended or any part thereof waived in compliance with Clause 17.
48
“Financial Indebtedness” means:
(a)
moneys borrowed;
(b)
any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c)
any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
loan stock or any similar instrument;
(d)
the amount of any liability in respect of any lease or hire purchase contract which would, in
accordance with the Accounting Principles applicable on the Issue Date, be treated as a finance
lease or a capital lease;
(e)
receivables sold or discounted (other than any receivables to the extent they are sold on a nonrecourse basis);
(f)
any amount raised under any other transaction (including any forward sale or purchase agreement)
having the commercial effect of a borrowing;
(g)
any derivative transactions entered into in connection with protection against or benefit from
fluctuation in any rate or price (and when calculating the value of any derivative transaction, only
the market value shall be taken into account) (provided that if any actual amount is due as a result
of a termination or a close out, such amount shall be used instead);
(h)
any counter-indemnity obligations in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument issued by a bank financial institution; and
(i)
the amount of any liability in respect of any guarantee or indemnity for any of the items referred to
in paragraphs (a) to (h) above.
“Force Majeure Event” has the meaning set forth in Clause 22.1.
“Group” means the Issuer and its Subsidiaries from time to time (each a “Group Company”).
“Incurrence Test” means the test set forth in Clause 10.9 (Financial undertakings).
“Insolvent” means, in respect of a relevant Person, that it (i) is deemed to be insolvent within the meaning
of Section 1 of Chapter 2 of the Finnish Bankruptcy Act (Fin: Konkurssilaki 120/2004, as amended) (or its
equivalent in any other jurisdiction), (ii) admits inability to pay its debts as they fall due, (iii) suspends
making payments on any of its debts, (iv) by reason of actual financial difficulties commences negotiations
with its creditors (other than the Noteholders in their capacity as such) with a view to rescheduling any of
its indebtedness (including company reorganisation under the Finnish Act on Company Reorganisation
(Fin: Laki yrityksen saneerauksesta 47/1993, as amended) (or its equivalent in any other jurisdiction)) or
(v) is subject to involuntary winding-up, dissolution or liquidation.
“Interest” means the interest on the Notes calculated in accordance with Clauses 7.1 to 7.3.
“Interest Payment Date” means 15 September of each year or, to the extent such day is not a CSD
Business Day, the CSD Business Day following from the application of the Business Day Convention. The
first Interest Payment Date for the Notes shall be 15 September 2015 and the last Interest Payment Date
shall be the relevant Redemption Date.
“Interest Period” means (i) in respect of the first Interest Period, the period from (and including) the Issue
Date to (but excluding) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods,
the period from (and including) an Interest Payment Date to (but excluding) the next succeeding Interest
Payment Date (or a shorter period if relevant). An Interest Period shall not be adjusted by application of the
Business Day Convention.
“Interest Rate” means 4.125 per cent. per annum.
49
“Issue Date” means 15 September 2014.
“Issuer” means Ahlstrom Oyj, a public limited liability company incorporated under the laws of Finland
with business identity code 1670043-1.
“Issuing Agency Agreement” means the agreement dated 28 August 2014 regarding services related to the
Notes entered into by and between the Issuer and the Issuing Agent in connection with the issuance of the
Notes (as amended and restated from time to time).
“Issuing Agent” means Danske Bank Oyj acting as issue agent (Fin: liikkeeseenlaskijan asiamies) and
paying agent of the Notes for and on behalf of the Issuer, or any other party replacing the same as Issuing
Agent in accordance with the regulations of the CSD.
“Material Group Company” means, at any time any Subsidiary of the Issuer whose assets or revenues
(consolidated in the case of a Subsidiary which itself has Subsidiaries) represent ten per cent. or more of
the consolidated assets or consolidated revenues (where “consolidated assets” shall mean the consolidated
assets of the Group including goodwill and other intangible assets, and “consolidated revenue” shall mean
the consolidated revenues of the Group each as shown in the latest consolidated financial statement
published pursuant to paragraph (a) of Clause 9.1.1.
“Nominal Amount” has the meaning set forth in Clause 2.4.
“Noteholder” means the Person who is registered in the register maintained by the CSD pursuant to
paragraph 2 of Section 3 of Chapter 6 of the Book-Entry System Act as direct registered owner (Fin:
omistaja) or nominee (Fin: hallintarekisteröinnin hoitaja) with respect to a Note.
“Noteholders’ Meeting” means a meeting among the Noteholders held in accordance with Clause 15
(Noteholders’ Meeting).
“Notes” means debt instruments, each for the Nominal Amount and of the type referred to in paragraph 1
of Section 34 of the Act on Promissory Notes (Fin: Velkakirjalaki 622/1947, as amended) (Fin:
joukkovelkakirja) and which are governed by and issued under these Terms and Conditions.
“Permitted Guarantee” means:
(a)
any guarantee or indemnity issued by a Group Company for commercial purposes on standard and
usual terms and in respect of obligations of any other Group Company;
(b)
any guarantee issued by a member of the Group in the ordinary course of its trading activities;
(c)
any guarantee (or other similar undertaking) for the Issuer’s or a Group Company’s partly owned
or joint site company’s responsibility incurred or created in the ordinary course of business,
provided that such responsibility is of a non-financial nature, in a situation in which the Issuer or
the Group Company benefits from the result of the said entity’s operations or commodity supplied
by it or its obligations provided that the guarantee is made on arm’s length terms;
(d)
any endorsement of negotiable instruments in the ordinary course of business;
(e)
any guarantee given by a Group Company for the purpose of guaranteeing any Permitted
Indebtedness;
(f)
any indemnity entered into by a Group Company in the ordinary course of business provided that
such indemnity does not indemnify any Financial Indebtedness;
(g)
any guarantee given by the Issuer in respect of the obligations of any of its Subsidiaries in
connection with any environmental permits or where such guarantee is otherwise required by any
authorities; and
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(h)
guarantees or indemnities not falling within sub-paragraphs (a) to (g) above provided that the
aggregate amount of the Financial Indebtedness under any such guarantees and indemnities does
not exceed EUR 25,000,000 (or its equivalent) at any time.
”Person” means any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, unincorporated organisation, government, or any agency or political
subdivision thereof or any other entity, whether or not having a separate legal personality.
“Permitted Indebtedness” means any Financial Indebtedness permitted under Clause 10.2.2.
“Record Time” means:
(a)
in relation to a payment of Interest, default interest and/or redemption of the Notes when such
payment is made through the Book-Entry Securities System, the end of the first CSD Business Day
prior to, as applicable, (i) an Interest Payment Date, (ii) the day on which default interest is paid, (iii)
a Redemption Date or (iv) a date on which a payment to the Noteholders is to be made under
Clause 12 (Distribution of proceeds); and
(b)
in relation to a Noteholders’ Meeting and Written Procedure, the end of the CSD Business Day
specified in the communication pursuant to Clause 15.3 or Clause 16.3, as applicable; and
(c)
otherwise, the end of the fifth CSD Business Day prior to another relevant date.
“Redemption Date” means the date on which the relevant Notes are to be redeemed or repurchased in
accordance with Clause 8 (Redemption and repurchase of the Notes).
“Relevant Market” means the Helsinki Stock Exchange maintained by NASDAQ OMX Helsinki Ltd.
“Security” means a mortgage, charge, pledge, lien, security assignment or other security interest securing
any obligation of any Person, or any other agreement or arrangement having a similar effect.
“Subsidiary” means, in relation to any Person, any Finnish or foreign legal entity (whether incorporated
or not), in respect of which such Person, directly or indirectly, (i) owns shares or ownership rights
representing more than fifty (50) per cent. of the total number of votes held by the owners, (ii) otherwise
controls more than fifty (50) per cent. of the total number of votes held by the owners, (iii) has the power to
appoint and remove all, or the majority of, the members of the board of directors or other governing body,
or (iv) exercises control as determined in accordance with the international financial reporting standards
(IFRS) within the meaning of Regulation 1606/2002/EC on the application of international accounting
standards (or as otherwise adopted or amended from time to time).
“Total Net Debt” means, at any time, the aggregate amount of all obligations of members of the Group for
or in respect of Financial Indebtedness at that time (i) including, in the case of financial leases only, their
capitalized value, (ii) excluding any principal amounts outstanding under any hybrid loan or capital loan of
any member of the Group and (iii) deducted by the aggregate amount of Cash and Cash Equivalent
Investments held by any member of the Group at that time.
“Total Nominal Amount” means the aggregate Nominal Amount of all the Notes outstanding at the
relevant time.
“Working Capital Financing” means any revolving credit facility, commercial paper program, bilateral
overdraft facilities or other similar working capital financing taken up by any of the Group Companies’ and
as replaced from time to time with similar financing sources.
“Written Procedure” means the written or electronic procedure for decision making among the
Noteholders in accordance with Clause 16 (Written Procedure).
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1.2
Construction
1.2.1
Unless a contrary indication appears, any reference in these Terms and Conditions to:
(a)
“assets” includes present and future properties, revenues and rights of every description;
(b)
“guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against
loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any
indebtedness of any Person or to make an investment in or loan to any Person or to purchase assets
of any Person where, in each case, such obligation is assumed in order to maintain or assist the
ability of such Person to meet its indebtedness;
(c)
“incurrence" or “incur” includes the issuance, assumption, guarantee of, or otherwise becoming
liable for, any Financial Indebtedness (including through acquiring an asset, business or entity);
(d)
any agreement or instrument is a reference to that agreement or instrument as supplemented,
amended, novated, extended, restated or replaced from time to time;
(e)
an Event of Default is continuing if it has not been remedied or waived;
(f)
a provision of law is a reference to that provision as amended or re-enacted;
(g)
words denoting the singular number shall include the plural and vice versa; and
(h)
a time of day is a reference to Helsinki time.
1.2.2
When ascertaining whether a limit or threshold specified in Euro has been attained or broken, an amount in
another currency shall be counted on the basis of the rate of exchange for such currency against Euro for
the previous Business Day, as published by the European Central Bank on its website (www.ecb.int). If no
such rate is available, the most recent rate published by the European Central Bank shall be used instead.
1.2.3
No delay or omission of the Agent or of any Noteholder to exercise any right or remedy under the Finance
Documents shall impair or operate as a waiver of any such right or remedy.
2.
ISSUANCE, SUBSCRIPTION AND STATUS OF THE NOTES
2.1
The Notes are denominated in Euro and each Note is constituted by these Terms and Conditions.
2.2
The Notes are offered for subscription in a minimum amount of EUR 100,000 mainly to domestic and
international institutional investors outside of the United States of America through a book-building
procedure (private placement). The subscription period shall commence and end on 4 September 2014.
Bids for subscription shall be submitted to Danske Bank Oyj, Hiililaiturinkuja 2, Helsinki, FI-00180
Helsinki, Finland, telephone: +358 10 513 8774, attention: Debt Capital Markets or Skandinaviska
Enskilda Banken AB (publ), SEB Merchant Banking, Credit Sales G3, Kungsträdgårdsgatan 8, 106 40
Stockholm, Sweden during the subscription period and within regular business hours.
Subscriptions made are irrevocable. All subscriptions remain subject to the final acceptance by the Issuer.
The Issuer may, in its sole discretion, reject a subscription in part or in whole. The Issuer shall decide on
the procedure in the event of over-subscription.
After the final allocation and acceptance of the subscriptions by the Issuer each investor that has submitted
a subscription shall be notified by the Issuer whether and, where applicable, to what extent such
subscription is accepted. Subscriptions notified by the Issuer as having been accepted shall be paid for as
instructed in connection with the subscription. Notes subscribed and paid for shall be entered by the Issuing
Agent to the respective book-entry accounts of the subscribers on a date advised in connection with the
issuance of the Notes in accordance with the Finnish legislation governing book-entry system and bookentry accounts as well as regulations and decisions of the CSD.
52
2.3
By subscribing for Notes, each initial Noteholder, and, by acquiring Notes, each subsequent Noteholder (i)
agrees that the Notes shall benefit from and be subject to the Finance Documents and (ii) agrees to be
bound by these Terms and Conditions and the other Finance Documents.
2.4
The nominal amount (Fin: arvo-osuuden yksikkökoko) of each Note is EUR 1,000 (the “Nominal
Amount”). The aggregate nominal amount of the Notes is EUR 100,000,000.00. All Notes are issued on
the Issue Date on a fully paid basis at an issue price of 99.832 per cent. of the Nominal Amount.
2.5
The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and
shall at all times rank pari passu and without any preference among them.
2.6
Each Note is freely transferable after it has been registered into the respective book-entry account of a
Noteholder but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes,
as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must ensure
compliance with such restrictions at its own cost and expense.
3.
USE OF PROCEEDS
The Issuer shall use the proceeds from the issue of the Notes, less the costs and expenses incurred by the
Issuer in connection with the issue of the Notes, for refinancing certain existing indebtedness of the Issuer
and general corporate purposes of the Group.
4.
CONDITIONS FOR DISBURSEMENT
4.1
The Issuing Agent shall pay the net proceeds from the issuance of the Notes to the Issuer on the later of (i)
the Issue Date and (ii) the day on which the Agent notifies the Issuing Agent to the address specified in the
Agency Agreement that it has received the following, in form and substance satisfactory to it:
(a)
these Terms and Conditions, the Issuing Agency Agreement and the Agency Agreement duly
executed by the parties thereto;
(b)
a copy of a resolution from the board of directors of the Issuer approving the issue of the Notes
and authorising specified person(s) to approve and execute any documents and take any other
action necessary to consummate such issue; and
(c)
evidence that the Person(s) who has/have signed these Terms and Conditions, the Issuing Agency
Agreement, the Agency Agreement and any other documents in connection therewith on behalf of
the Issuer is/are duly authorised to do so.
4.2
The Agent may assume that the documentation delivered to it pursuant to Clause 4.1 is accurate, correct
and complete unless it has actual knowledge that this is not the case, and the Agent does not have to verify
the contents of any such documentation.
4.3
The Agent shall confirm to the Issuing Agent when it has received the documents and evidence referred to
in Clause 4.1.
5.
NOTES IN BOOK-ENTRY FORM
5.1
The Notes will be issued in dematerialised form in the Book-Entry Securities System in accordance with
the Book-Entry System Act and regulations of the CSD and no physical notes will be issued.
5.2
Each Noteholder consents to the Issuer having a right to obtain information on the Noteholders, their
contact details and their holdings of the Notes registered in the Book-Entry Securities System, such as
information recorded in the lists referred to in paragraphs 2 and 3 of Section 3 of Chapter 6 of the BookEntry System Act kept by the CSD in respect of the Notes and the CSD shall be entitled to provide such
information upon request. At the request of the Agent or the Issuing Agent, the Issuer shall (and shall be
entitled to do so) promptly obtain such information and provide it to the Agent or the Issuing Agent, as
applicable.
53
5.3
The Agent and the Issuing Agent shall have the right to obtain information referred to in Clause 5.2 from
the CSD in respect of the Notes if so permitted under the regulation of the CSD. The Issuer agrees that each
of the Agent and the Issuing Agent is at any time on its behalf entitled to obtain information referred to in
Clause 5.2 from the CSD in respect of the Notes.
5.4
The Issuer shall issue any necessary power of attorney to such persons employed by the Agent as are
notified by the Agent, in order for such individuals to independently obtain information referred to in
Clause 5.2 directly from the CSD in respect of the Notes. The Issuer may not revoke any such power of
attorney unless directed by the Agent or unless consent thereto is given by the Noteholders.
5.5
The Issuer, the Agent and the Issuing Agent may use the information referred to in Clause 5.2 only for the
purposes of carrying out their duties and exercising their rights in accordance with these Terms and
Conditions with respect to the Notes and shall not disclose such information to any Noteholder or third
party unless necessary for the before-mentioned purposes.
6.
PAYMENTS IN RESPECT OF THE NOTES
6.1
Any payments under or in respect of the Notes pursuant to these Terms and Conditions shall be made to the
Person who is registered as a Noteholder at the Record Time prior to an Interest Payment Date or other
relevant due date in accordance with the Finnish legislation governing the Book-Entry Securities System
and book-entry accounts as well as the regulations of the CSD.
6.2
If, due to any obstacle affecting the CSD, the Issuer cannot make a payment, such payment may be
postponed until the obstacle has been removed. Any such postponement shall not affect the Record Time.
6.3
The Issuer is not liable to gross-up any payments under the Finance Documents by virtue of any
withholding tax, public levy or the similar.
6.4
All payments to be made by the Issuer pursuant to these Terms and Conditions shall be made without (and
free and clear of any deduction for) set-off or counterclaim.
7.
INTEREST
7.1
Each Note carries Interest at the Interest Rate from (and including) the Issue Date up to (but excluding) the
relevant Redemption Date.
7.2
Interest accrues during an Interest Period. Payment of Interest in respect of the Notes shall be made to the
Noteholders on each Interest Payment Date for the preceding Interest Period.
7.3
Interest shall be calculated on the “actual/actual ICMA” basis as specified by the International Capital
Market Association.
7.4
If the Issuer fails to pay any amount payable by it on its due date, default interest shall accrue on the
overdue amount from (and including) the due date up to (but excluding) the date of actual payment at a rate
which is one (1) percentage points higher than the Interest Rate. Accrued default interest shall not be
capitalised. No default interest shall accrue where the failure to pay was solely attributable to the Agent, the
Issuing Agent or the CSD, in which case the Interest Rate shall apply instead.
8.
REDEMPTION AND REPURCHASE OF THE NOTES
8.1
Redemption at maturity
The Issuer shall redeem all of the outstanding Notes in full on the Final Maturity Date with an amount per
Note equal to the Nominal Amount together with accrued but unpaid Interest. If the Final Maturity Date is
not a CSD Business Day, then the redemption shall occur on the CSD Business Day determined by
application of the Business Day Convention.
54
8.2
Issuer’s purchase of Notes
The Issuer may at any time and at any price purchase any Notes on the market or in any other way,
provided that if purchases are made through a tender offer, the possibility to tender must be made available
to all Noteholders on equal terms. The Notes held by the Issuer may at the Issuer’s discretion be retained,
sold or cancelled by the Issuer.
8.3
Voluntary total redemption (call option)
8.3.1
The Issuer may redeem all, but not only some, of the outstanding Notes in full:
(a)
any time prior to the first CSD Business Day falling three (3) years after the Issue Date, at an
amount per Note equal to 100 per cent. of the Nominal Amount together with accrued but unpaid
Interest, plus the Applicable Premium;
(b)
any time from and including the first CSD Business Day falling three (3) years after the Issue Date
to, but excluding, the first CSD Business Day falling four (4) years after the Issue Date at an
amount per Note equal to 100 per cent. of the Nominal Amount plus 50 per cent. of the Interest
Rate (calculated on the Nominal Amount for one year), together with accrued but unpaid Interest;
(c)
subject to subsection (d) below, any time from and including the first CSD Business Day falling
four (4) years after the Issue Date to, but excluding, the first CSD Business Day falling five (5)
years after the Issue Date at an amount per Note equal to 100 per cent. of the Nominal Amount
plus 25 per cent. of the Interest Rate (calculated on the Nominal Amount for one year), together
with accrued but unpaid Interest; or
(d)
any time from and including the first CSD Business Day falling four (4) years and six (6) months
after the Issue Date to, but excluding, the Final Maturity Date at an amount per Note equal to 100
per cent of the Nominal Amount together with accrued but unpaid Interest, provided that such
redemption is financed with an issue of another bond.
8.3.2
Redemption in accordance with Clause 8.3.1 shall be made by the Issuer giving not less than fifteen (15)
Business Days’ notice to the Noteholders and the Agent. Any such notice is irrevocable but may, at the
Issuer’s discretion, contain one or more conditions precedent. Upon expiry of such notice and the
fulfilment of the conditions precedent (if any), the Issuer is bound to redeem the Notes in full at the
applicable amounts.
8.4
Mandatory repurchase due to a Change of Control Event (put option)
8.4.1
Upon the occurrence of a Change of Control Event, each Noteholder shall have the right to request that all,
or only some, of its Notes be repurchased at a price per Note equal to 101 per cent. of the Nominal Amount
together with accrued but unpaid Interest, during a period of twenty (20) Business Days following a notice
from the Issuer of the Change of Control Event pursuant to Clause 9.1.2 (after which time period such right
shall lapse). However, such period may not start earlier than upon the occurrence of the Change of Control
Event.
8.4.2
The notice from the Issuer pursuant to Clause 9.1.2 shall specify the repurchase date that is a CSD Business
Day and include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to
be repurchased. If a Noteholder has so requested, and acted in accordance with the instructions in the notice
from the Issuer, the Issuer shall, or shall procure that a Person designated by the Issuer will, repurchase the
relevant Notes and the repurchase amount shall fall due on the repurchase date specified in the notice given
by the Issuer pursuant to Clause 9.1.2. The repurchase date must fall no later than forty (40) Business Days
after the end of the period referred to in Clause 8.4.1.
8.4.3
The Issuer shall comply with the requirements of any applicable securities laws and regulations in
connection with the repurchase of Notes. To the extent that the provisions of such laws and regulations
conflict with the provisions in this Clause 8.4, the Issuer shall comply with the applicable securities laws
55
and regulations and will not be deemed to have breached its obligations under this Clause 8.4 by virtue of
the conflict.
8.4.4
Any Notes repurchased by the Issuer pursuant to this Clause 8.4 may at the Issuer’s discretion be retained,
sold or cancelled.
8.4.5
The Issuer shall not be required to repurchase any Notes pursuant to this Clause 8.4, if a third party in
connection with the occurrence of a Change of Control Event offers to purchase the Notes in the manner
and on the terms set out in this Clause 8.4 (or on terms more favourable to the Noteholders) and purchases
all Notes validly tendered in accordance with such offer. If the Notes tendered are not purchased within the
time limits stipulated in this Clause 8.4, the Issuer shall repurchase any such Notes within five (5) Business
Days after the expiry of the time limit. The Issuer shall not be required to repurchase any Notes pursuant to
this Clause 8.4 if it has exercised its right to redeem all of the Notes in accordance with Clause 8.3 prior to
the occurrence of the Change of Control Event.
8.4.6
If Notes representing more than 75 per cent of the aggregate nominal principal amount of the Notes have
been repurchased pursuant to this Clause 8.4, the Issuer is entitled to repurchase all the remaining
outstanding Notes at the price stated in Clause 8.4.1 above by notifying the remaining Noteholders of its
intention to do so no later than fifteen (15) Business Days after the latest possible repurchase date pursuant
to Clause 8.4.2. Such prepayment may occur at the earliest on the tenth CSD Business Day following the
date of such notice.
9.
INFORMATION TO NOTEHOLDERS
9.1
Information from the Issuer
9.1.1
The Issuer will make the following information available to the Noteholders by publication on the website
of the Issuer:
9.1.2
(a)
as soon as the same become available, but in any event within 120 days after the end of each
financial year, its audited consolidated financial statements for that financial year and annual
report;
(b)
as soon as the same become available, but in any event within 90 days after the end of each
quarter of its financial year, its unaudited consolidated financial statements or the year-end report
(Fin: tilinpäätöstiedote) (as applicable) for such period;
(c)
as soon as practicable following an acquisition or disposal by a Group Company of Notes in an
amount exceeding ten (10) per cent. of the aggregate Nominal Amount of the Notes, the aggregate
Nominal Amount of the Notes held by the Group Companies and the amount of Notes cancelled
by the Issuer;
(d)
as soon as practicable at the request of the Agent, the aggregate Nominal Amount of the Notes
held by the Group Companies and the amount of Notes cancelled by the Issuer;
(e)
any other information required to be disclosed under the Finnish Securities Markets Act (Fin:
Arvopaperimarkkinalaki 746/2012, as amended) and the rules and regulations of the Relevant
Market; and
(f)
any other information that would, if the Notes were as of the Issue Date listed on the Helsinki
Stock Exchange maintained by NASDAQ OMX Helsinki Ltd, be required pursuant to the Rules of
the Exchange of NASDAQ OMX Helsinki Ltd (as in force from time to time and on the Issue
Date being Rules 4.3.2.3 (Auditor’s report) and 4.3.3 (Continuous disclosure requirements)).
The Issuer shall immediately notify the Noteholders and the Agent upon becoming aware of the occurrence
of a Change of Control Event. Such notice may be given in advance of the occurrence of a Change of
56
Control Event and be conditional upon the occurrence of such Change of Control Event if a definitive
agreement is in place providing for a Change of Control Event.
9.1.3
The Issuer shall:
(a)
together with the financial statements (for the purpose of confirmation of no Event of Default);
and
(b)
prior to or upon the incurrence of Financial Indebtedness (other than as permitted in Clause
10.2.2) or upon a Group Company merging with a Person other than another Group Company,
submit to the Agent a compliance certificate in the form of Appendix 1 (Form of compliance certificate)
hereto (i) (when and as applicable) setting out calculations and figures as to whether the Incurrence Test
referred to in Clause 10.9 (Financial undertakings) is met for the purpose of determining the ratio of Total
Net Debt to the Adjusted Equity for the purposes of Clause 10.2.1 and Clause 10.4.1 (as applicable) and (ii)
containing a confirmation that no Event of Default has occurred (or if an Event of Default has occurred,
what steps have been taken to remedy it).
9.1.4
The Issuer shall immediately notify the Agent (with full particulars) upon becoming aware of the
occurrence of any event or circumstance which constitutes an Event of Default, or any event or
circumstance which would (with the expiry of a grace period, the giving of notice, the making of any
determination or any combination of any of the foregoing) constitute an Event of Default, and shall provide
the Agent with such further information as it may reasonably request in writing following receipt of such
notice. Should the Agent not receive such information, the Agent is entitled to assume that no such event or
circumstance exists or can be expected to occur, provided that the Agent does not have actual knowledge of
such event or circumstance.
9.2
Information from the Agent
Subject to the restrictions of a non-disclosure agreement entered into by the Agent with the Issuer, the
Agent is entitled to disclose to the Noteholders any event or circumstance directly or indirectly relating to
the Issuer or the Notes. Notwithstanding the foregoing, the Agent shall notify the Noteholders of the
occurrence of an Event of Default in accordance with Clause 11.3.
9.3
Publication of Terms and Conditions
The latest versions of these Terms and Conditions shall be available on the websites of the Issuer and the
Agent.
10.
GENERAL UNDERTAKINGS
10.1
General
The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will)
comply with the undertakings set forth in this Clause 10 for so long as the Notes remain outstanding.
10.2
Financial Indebtedness
10.2.1
Except as provided under Clause 10.2.2, the Issuer shall not (and shall procure that no other Group
Company will) incur any Financial Indebtedness, provided that the Issuer and such Group Company may
incur Financial Indebtedness if:
(a)
no Event of Default is continuing or would occur as a result thereof; and
(b)
the Incurrence Test is met.
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10.2.2
Notwithstanding Clause 10.2.1, the Issuer and any other Group Company may incur Financial
Indebtedness:
(a)
arising under the Finance Documents;
(b)
arising under any Working Capital Financing in the aggregate of EUR 250,000,000;
(c)
arising under cash pool agreements of the Issuer and the Group Companies in the ordinary course
of business;
(d)
existing as at the Issue Date and any refinancing or replacing thereof provided that the principal
amount of such refinancing does not substantially exceed the principal amount of the existing
Financial Indebtedness being refinanced or replaced;
(e)
arising under pension loans from pension insurance companies (Fin:TyEl takaisinlainaus);
(f)
arising under any Permitted Guarantees;
(g)
in respect of which a Group Company is the creditor;
(h)
arising in relation to any asset solely for the purpose of financing the whole or any part of the
acquisition, creation, construction, improvement or development of such assets where the financial
institutions to whom such indebtedness is owned have recourse solely to the applicable project
borrower (where such project borrower is formed solely or principally for the purpose of the
relevant project) and/or to such asset (or any derivative asset thereof) (Project Finance
Indebtedness);
(i)
arising in relation to a joint site or joint venture in the ordinary course of business on arm’s length
terms in a situation in which the Issuer or the Group Company benefits from the result of the said
entity’s operations or commodity supplied by it or its obligations;
(j)
arising under non-speculative hedging transactions entered into in the ordinary course of business
in connection with protection against interest rate, currency or commodity price fluctuations;
(k)
arising under any netting or set-off arrangement entered into by any member of the Group with a
financial institution in the ordinary course of its banking arrangements for the purpose of netting
debit and credit balances of the Group Companies to the extent that any debit balances are covered
by credit balances;
(l)
arising under finance or capital leases of vehicles, plant, equipment or computers, provided that
the aggregate capital value of all such items so leased under outstanding leases by Group
Companies does not exceed EUR 20,000,000 (or its equivalent in other currencies) at any time;
(m)
pertaining to any acquired assets, business or entity and existing on the date of its acquisition or a
merger, provided that any such Financial Indebtedness has been discharged within twelve (12)
months after the date of the acquisition of the asset, business or entity or such merger;
(n)
arising under or in respect of any pension liabilities or guarantees of such liabilities;
(o)
incurred under any financing transaction (whether established through a guarantee or direct
financing) with governmental or supranational body or export agency on commercially
advantageous terms which does not exceed EUR 65,000,000;
(p)
arising under sale or securitisation of receivables on a recourse basis and on arm’s length terms in
the ordinary course of business;
(q)
arising in the ordinary course of business with suppliers of goods or in connection with purchase
of assets; and
58
(r)
10.3
not permitted by the preceding paragraphs and the outstanding principal amount of which does not
exceed EUR 30,000,000 (or its equivalent in other currencies) in aggregate for the Group at any
time.
Continuation of business
The Issuer shall procure that no substantial change is made to the general nature of the business from that
carried on by the Group on the Issue Date.
10.4
Mergers and de-mergers
10.4.1
The Issuer shall not (and shall procure that no other Group Company will) carry out:
(a)
any merger (or other business combination or corporate reorganisation involving the consolidation
of assets and obligations) of the Issuer or a Material Group Company with any other Person (other
than (i) a Group Company provided that the Issuer (if involved) is the surviving entity or (ii) a
Person other than a Group Company provided that the Incurrence Test is met and the Issuer (if
involved) is the surviving entity);
(b)
any demerger (or a corporate reorganisation having the same or equivalent effect) of the Issuer
having a material adverse effect on the Issuer’s payment obligations under these Terms and
Conditions;
(c)
any demerger (or a corporate reorganisation having the same or equivalent effect) of a Group
Company other than the Issuer, if as a result of such demerger or reorganisation any assets and/or
operations would be transferred to a Person not being a Group Company and such demerger
having a material adverse effect on the Issuer’s payment obligations under these Terms and
Conditions; or
(d)
any liquidation of the Issuer.
10.4.2
Each Noteholder agrees, with respect to the Notes it holds, not to exercise, and hereby waives in advance,
its right in accordance with the Finnish Companies Act (Fin: Osakeyhtiölaki 624/2006, as amended) to
object to any merger or demerger if (and only if) such merger or demerger (as applicable) (a) is not
prohibited under these Terms and Conditions or (b) has been consented to by the Noteholders in a
Noteholders' Meeting or by way of a Written Procedure.
10.5
Disposals
10.5.1
The Issuer shall not (and shall procure that no other Group Company will) sell, transfer or otherwise
dispose of all or a substantial part of the Group's assets (including shares or other securities in any Person
other than shares in Suominen Corporation and Munksjö Corporation) or operations (other than to the
Issuer or its Subsidiary), unless such sale, transfer or disposal:
(a)
is lawful payment of dividends or other distribution of funds in compliance with applicable
company law;
(b)
in the ordinary course of trading of the disposing entity;
(c)
of assets in exchange for other assets comparable or superior as to type, value and quality;
(d)
is carried out at fair market value on terms and conditions customary for such transactions; or
(e)
is arising under sale or securitisation of receivables on a recourse or non-recourse basis and the
aggregate amount of all trade receivables so secured or sold does not exceed EUR 100,000,000 (or
its equivalent in other currencies) at any time.
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10.5.2
If any cash proceeds from a sale, transfer or disposal (whether by a single transaction or a series of
transactions that can be deemed a single transaction) referred to in Clause 10.5.1 above exceed 15 per cent.
of the consolidated assets (including goodwill and other intangible assets) at the end of the preceding
financial year, and with respect to at least 50 per cent of such cash proceeds (the “Cash Proceeds”), the
Issuer:
(a)
may within eighteen (18) months after receipt thereof apply, and/or cause such Group Company to
apply, such Cash Proceeds at its option only to make an acquisition or investment in properties
and/or assets that will be used in the business of the Group or in repayment or discharge of any
Financial Indebtedness incurred by the Group Companies; and
(b)
shall, to the extent the Cash Proceeds are not applied in accordance with paragraph (a) above,
apply the remaining Cash Proceeds towards repayment or discharge of any Financial Indebtedness
incurred by the Group Companies without delay after the expiry of the eighteen (18) month period
referred to in (a) above,
or as an alternative way to fulfil the requirement under paragraphs (a) and (b) the Issuer may offer to
repurchase the Notes for their Nominal Amount in which case the requirement under paragraphs (a) and (b)
shall be deemed fulfilled irrespective of whether any Notes are so repurchased.
10.6
Negative pledge
10.6.1
Except as provided under Clause 10.6.2, the Issuer shall not (and shall procure that no Group Company
will):
(a)
create or allow to subsist any Security over any of its assets;
(b)
sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
to or reacquired by any Group Company;
(c)
sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(d)
enter into any arrangement under which money or the benefit of a bank or other account may be
applied, set off or made subject to a combination of accounts; or
(e)
enter into any other preferential arrangement having a similar effect,
in respect of items (b) to (e), in circumstances where the arrangement or transaction is entered into
primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
10.6.2
Clause 10.6.1 does not apply to:
(a)
any Security existing on the Issue Date which secures indebtedness existing on the date of these
Terms and Conditions;
(b)
any netting or set-off arrangement entered into by a Group Company in the ordinary course of its
banking arrangement for the purpose of netting debit and credit balances;
(c)
any payment or close out netting or set-off arrangement arising under, or any Security granted in
respect of, non-speculative hedging transactions entered into in the ordinary course of business
which is permitted under Clause 10.2.2;
(d)
any lien or other security interest arising by operation of law and in the ordinary course of
business;
(e)
any Security arising under any retention of title, hire purchase or conditional sale arrangement or
arrangements having similar effect in respect of goods supplied to a Group Company in the
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ordinary course of business and on the supplier's standard or usual terms and not arising as a
result of any default or omission by any Group Company;
10.7
(f)
any Security securing pension loan indebtedness (or guarantees for the same (without double
counting)) permitted under Clause 10.2.2;
(g)
any finance or capital lease permitted under Clause 10.2.2;
(h)
any Security granted by any Group Company to secure any refinancing of Financial
Indebtedness existing as at the date of these Terms and Conditions provided that the Financial
Indebtedness being refinanced is secured as at the date of these Terms and Conditions;
(i)
any Security over or affecting any asset of any company which becomes a member of the Group
after the date of these Terms and Conditions, where the Security is created prior to the date on
which that company becomes a member of the Group, if (i) the Security was not created in
contemplation of the acquisition of that company, (ii) the principal amount secured has not
increased in contemplation of or since the acquisition of that company and (iii) the Security is
removed or discharged within twelve (12) months of that company becoming a member of the
Group; and
(j)
any Security not permitted by paragraphs (a) to (i) above, securing indebtedness the principal
amount of which (when aggregated with the principal amount of any other indebtedness which
has the benefit of Security given by any Group Company other than any permitted under
paragraphs (a)-(i) above) does not exceed 15 per cent. of the book value of the consolidated
assets at that time (including goodwill and other intangible assets).
Compliance with laws
The Issuer shall comply with all laws and regulations to which it may be subject from time to time, if
failure so to comply would materially impair its ability to perform its payment obligations under the Notes.
10.8
Related party transactions
The Issuer shall (and shall procure that each other Group Company will) conduct all dealings with the
direct and indirect shareholders of the Group Companies and/or any Affiliates of such direct or indirect
shareholders at arm's length.
10.9
Financial undertakings
The Incurrence Test for the purposes of Clause 10.2.1 and Clause 10.4.1 is met if the ratio of Total Net
Debt to the Adjusted Equity does not exceed 100 per cent. calculated in accordance with the calculation
principles set out in this Clause 10.9.
The ratio of Total Net Debt to the Adjusted Equity shall be calculated in accordance with the Accounting
Principles and by reference to the latest financial statements published pursuant to paragraphs (a) and (b) of
Clause 9.1.1., and using end of the period values for balance sheet items but the Total Net Debt shall in
respect of an Incurrence Test for the purposes of Clause 10.2.1 include the new Financial Indebtedness
incurred.
10.10
Admission to trading
10.10.1
The Issuer shall use its best efforts to ensure that the loan constituted by these Terms and Conditions and
evidenced by the Notes is admitted to trading on the Relevant Market, and that it remains admitted or, if
such admission to trading is not possible to obtain or maintain, admitted to trading or traded on another
regulated market or multilateral trading facility (each as defined in Directive 2004/39/EC on markets in
financial instruments).
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10.10.2
Following an admission to trading, the Issuer shall take all actions on its part to maintain the admission for
as long as any Notes are outstanding, but not longer than up to and including the last day on which the
admission to trading reasonably can, pursuant to the then applicable regulations of the Relevant Market and
the CSD, subsist.
10.11
Undertakings relating to the Agency Agreement
10.11.1
The Issuer shall, in accordance with the Agency Agreement:
(a)
pay fees to the Agent;
(b)
indemnify the Agent for costs, losses and liabilities;
(c)
furnish to the Agent all information requested by or otherwise required to be delivered to the
Agent; and
(d)
not act in a way which would give the Agent a legal or contractual right to terminate the Agency
Agreement.
10.11.2
The Issuer and the Agent shall not amend any provisions of the Agency Agreement without the prior
consent of the Noteholders if the amendment would be detrimental to the interests of the Noteholders.
10.12
Pari passu ranking
The Issuer shall ensure that its payment obligations under the Finance Documents rank at least pari passu
with all its other present and future unsecured payment obligations, except for obligations mandatorily
preferred by law applying to companies generally.
11.
ACCELERATION OF THE NOTES
11.1
The Agent is entitled to, and shall following a demand in writing from a Noteholder (or Noteholders)
representing at least twenty-five (25) per cent. of the Adjusted Nominal Amount (such demand may only
be validly made by a Person who is a Noteholder at the end of the Business Day on which the demand is
received by the Agent and shall, if made by several Noteholders, be made by them jointly) or following an
instruction given pursuant to Clause 11.4, on behalf of the Noteholders (i) by notice to the Issuer, declare
all, but not only some, of the outstanding Notes due and payable together with any other amounts payable
under the Finance Documents, immediately or at such later date as the Agent determines, and/or (ii)
exercise any or all of its rights, remedies, powers and discretions under the Finance Documents, if:
(a)
(b)
(c)
the Issuer does not pay on the due date any amount payable by it under the Finance Documents,
unless the non-payment:
(i)
is caused by technical or administrative error; and
(ii)
is remedied within five (5) Business Days from the due date;
the Issuer does not comply with any terms or conditions of the Finance Documents to which it is a
party (other than those terms referred to in paragraph (a) above), unless the non-compliance:
(i)
is capable of remedy; and
(ii)
is remedied within twenty (20) Business Days of the earlier of the Agent giving notice
and the Issuer becoming aware of the non-compliance;
any Finance Document becomes invalid, ineffective or varied (other than in accordance with the
provisions of the Finance Documents), and such invalidity, ineffectiveness or variation has a
detrimental effect on the interests of the Noteholders;
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(d)
the Issuer or any Material Group Company is, or is deemed for the purposes of any applicable law
to be, Insolvent;
(e)
any attachment, sequestration, distress or execution, or any analogous process in any jurisdiction,
affects any material asset of the Issuer or any Material Group Company having an aggregate value
of at least EUR 10,000,000 (or its equivalent in other currencies) and is not discharged within
thirty (30) days;
(f)
any Financial Indebtedness of a Material Group Company is not paid when due nor within any
originally applicable grace period, or is declared to be or otherwise becomes due and payable prior
to its specified maturity as a result of an event of default (however described), provided that no
Event of Default will occur under this paragraph (f) if (i) any relevant payment to be made is
contested in good faith and as long as it has not resulted in a payment obligation of the relevant
member of the Group (confirmed by a court, arbitral tribunal or a government authority, subject to
Clause 11.5) or (ii) the aggregate amount of Financial Indebtedness referred to herein is less than
EUR 10,000,000 (or its equivalent in other currencies); or
(g)
the Issuer or a Material Group Company ceases or threatens to cease all or a material part of its
business if such discontinuation is likely to have a material adverse effect.
11.2
The Agent may not accelerate the Notes in accordance with Clause 11.1 by reference to a specific Event of
Default if it is no longer continuing.
11.3
The Agent shall notify the Noteholders of an Event of Default within five (5) Business Days of the date on
which the Agent received actual knowledge of that an Event of Default has occurred and is continuing,
except if the Event of Default does not relate to a payment failure in respect of the Notes and the Agent
considers that withholding the notice is not detrimental to the interests of the Noteholders. The Agent shall,
within twenty (20) Business Days of the date on which the Agent received actual knowledge of that an
Event of Default has occurred and is continuing (and if the Event of Default does not relate to a payment
failure in respect of the Notes, within sixty (60) Business Days), decide if the Notes shall be so accelerated.
If the Agent decides not to accelerate the Notes, the Agent shall promptly seek instructions from the
Noteholders in accordance with Clause 14 (Decisions by Noteholders). The Agent shall always be entitled
to take the time necessary to consider carefully whether an occurred event or circumstance constitutes an
Event of Default.
11.4
If the Noteholders instruct the Agent to accelerate the Notes, the Agent shall promptly declare the Notes
due and payable and take such actions as may, in the opinion of the Agent, be necessary or desirable to
enforce the rights of the Noteholders under the Finance Documents, unless the relevant Event of Default is
no longer continuing.
11.5
If the right to accelerate the Notes is based upon a decision of a court of law, an arbitral tribunal or a
government authority, it is not necessary that the decision has become enforceable under law or that the
period of appeal has expired in order for cause of acceleration to be deemed to exist.
11.6
In the event of an acceleration of the Notes in accordance with this Clause 11, the Issuer shall redeem all
Notes at an amount per Note equal to 100 per cent. of the Nominal Amount.
12.
DISTRIBUTION OF PROCEEDS
12.1
All payments by the Issuer relating to the Notes and the Finance Documents following an acceleration of
the Notes in accordance with Clause 11 (Acceleration of the Notes) shall be distributed in the following
order of priority, in accordance with the instructions of the Agent:
(a)
first, in or towards payment pro rata of (i) all unpaid fees, costs, expenses and indemnities
payable by the Issuer to the Agent in accordance with the Agency Agreement (other than any
indemnity given for liability against the Noteholders) and/or the Issuing Agent in accordance with
the Issuing Agency Agreement, (ii) other costs, expenses and indemnities relating to the
acceleration of the Notes, or the protection of the Noteholders’ rights in each case as may have
63
been incurred by the Agent, (iii) any costs incurred by the Agent for external experts that have not
been reimbursed by the Issuer in accordance with Clause 18.2.7, and (iv) any costs and expenses
incurred by the Agent in relation to a Noteholders’ Meeting or a Written Procedure that have not
been reimbursed by the Issuer in accordance with Clause 14.12;
(b)
secondly, in or towards payment pro rata of accrued but unpaid Interest under the Notes (Interest
due on an earlier Interest Payment Date to be paid before any Interest due on a later Interest
Payment Date) and default interest payable pursuant to Clause 7.4;
(c)
thirdly, in or towards payment pro rata of any unpaid principal under the Notes; and
(d)
fourthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under
the Finance Documents.
Any excess funds after the application of proceeds in accordance with paragraphs (a) to (d) above shall be
paid to the Issuer.
12.2
If a Noteholder or another party has with the consent of the Agent paid any fees, costs, expenses or
indemnities referred to in Clause 12.1(a), such Noteholder or other party shall be entitled to reimbursement
by way of a corresponding distribution in accordance with Clause 12.1(a).
12.3
Funds that the Agent receives (directly or indirectly) in connection with the acceleration of the Notes
constitute escrow funds and must be held on a separate interest-bearing account on behalf of the
Noteholders and the other interested parties. The Agent shall arrange for payments of such funds in
accordance with this Clause 12 as soon as reasonably practicable.
12.4
If the Issuer or the Agent shall make any payment under this Clause 12, the Issuer or the Agent, as
applicable, shall notify the Noteholders of any such payment at least fifteen (15) Business Days before the
payment is made. Such notice shall specify the Record Time, the payment date and the amount to be paid.
Notwithstanding the foregoing, for any Interest due but unpaid the Record Time specified in Clause 6.1
shall apply.
13.
RIGHT TO ACT ON BEHALF OF A NOTEHOLDER
13.1
If any Person other than a Noteholder wishes to exercise any rights specifically allocated to Noteholders
under the Finance Documents, it must obtain a power of attorney from the Noteholder or a successive,
coherent chain of powers of attorney starting with the Noteholder and authorising such Person or provide
other evidence of ownership or authorisation satisfactory to the Agent.
13.2
A Noteholder may issue one or several powers of attorney to third parties to represent it in relation to some
or all of the Notes held by it. Any such representative may act independently under the Finance Documents
in relation to the Notes for which such representative is entitled to represent the Noteholder and may
further delegate its right to represent the Noteholder by way of a further power of attorney.
13.3
The Agent shall only have to examine the face of a power of attorney or other evidence of authorisation
that has been provided to it pursuant to Clause 13.1 and may assume that it has been duly authorised, is
valid, has not been revoked or superseded and that it is in full force and effect, unless otherwise is apparent
from its face or is otherwise notified to the Agent.
14.
DECISIONS BY NOTEHOLDERS
14.1
A request by the Agent for a decision by the Noteholders on a matter relating to the Finance Documents
shall (at the option of the Agent) be dealt with at a Noteholders’ Meeting or by way of a Written Procedure.
14.2
Any request from the Issuer or a Noteholder (or Noteholders) representing at least ten (10) per cent. of the
Adjusted Nominal Amount (such request may only be validly made by a Person who is a Noteholder on the
Business Day immediately preceding the day on which the request is received by the Agent and shall, if
made by several Noteholders, be made by them jointly) for a decision by the Noteholders on a matter
64
relating to the Finance Documents shall be directed to the Agent and dealt with at a Noteholders’ Meeting
or by way of a Written Procedure, as determined by the Agent. The Person requesting the decision may
suggest the form for decision making, but if it is in the Agent’s opinion more appropriate that a matter is
dealt with at a Noteholders’ Meeting or by way of a Written Procedure, the Agent shall have the right to
decide where such matter shall be dealt with.
14.3
The Agent may refrain from convening a Noteholders’ Meeting or instigating a Written Procedure if (i) the
suggested decision must be approved by any Person in addition to the Noteholders and such Person has
informed the Agent that an approval will not be given, or (ii) the suggested decision is not in accordance
with applicable laws.
14.4
Only a Person who is, or who, directly or indirectly, has been provided with a power of attorney pursuant
to Clause 13 (Right to act on behalf of a Noteholder) from a Person who is registered as a Noteholder:
(a)
at the Record Time on the CSD Business Day specified in the communication pursuant to Clause
15.3, in respect of a Noteholders’ Meeting, or
(b)
at the Record Time on the CSD Business Day specified in the communication pursuant to Clause
16.3, in respect of a Written Procedure,
may exercise voting rights as a Noteholder at such Noteholders’ Meeting or in such Written Procedure in
respect of Notes held by such Person at the relevant Record Time, provided that the relevant Notes are
included in the Adjusted Nominal Amount.
14.5
The following matters shall require the consent of Noteholders representing at least 75 per cent. of the
Adjusted Nominal Amount for which Noteholders are voting at a Noteholders’ Meeting or for which
Noteholders reply in a Written Procedure in accordance with the instructions given pursuant to
Clause 16.3:
(a)
a change to the terms of any of Clause 2.1, and Clauses 2.5 and 2.6;
(b)
a change to the Interest Rate or the Nominal Amount;
(c)
a change to the terms for the distribution of proceeds set out in Clause 12 (Distribution of
proceeds);
(d)
a change to the terms dealing with the requirements for Noteholders’ consent set out in this
Clause 14;
(e)
a change of issuer, an extension of the tenor of the Notes or any delay of the due date for payment
of any principal or interest on the Notes;
(f)
a mandatory exchange of the Notes for other securities; and
(g)
early redemption of the Notes, other than upon an acceleration of the Notes pursuant to Clause 11
(Acceleration of the Notes) or as otherwise permitted or required by these Terms and Conditions.
14.6
Any matter not covered by Clause 14.5 shall require the consent of Noteholders representing more than
50 per cent. of the Adjusted Nominal Amount for which Noteholders are voting at a Noteholders’ Meeting
or for which Noteholders reply in a Written Procedure in accordance with the instructions given pursuant to
Clause 16.3. This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance
Document that does not require a higher majority (other than an amendment permitted pursuant to
Clause 17.1(a) or (b)) or an acceleration of the Notes.
14.7
Quorum at a Noteholders’ Meeting or in respect of a Written Procedure only exists if a Noteholder (or
Noteholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter
pursuant to Clause 14.5, and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:
65
(a)
if at a Noteholders’ Meeting, attend the meeting in person or by telephone conference (or appear
through duly authorised representatives); or
(b)
if in respect of a Written Procedure, reply to the request.
14.8
If a quorum does not exist at a Noteholders’ Meeting or in respect of a Written Procedure, the Agent or the
Issuer shall convene a second Noteholders’ Meeting (in accordance with Clause 15.1) or initiate a second
Written Procedure (in accordance with Clause 16.1), as the case may be, provided that the relevant
proposal has not been withdrawn by the Person(s) who initiated the procedure for Noteholders’ consent.
The quorum requirement in Clause 14.7 shall not apply to such second Noteholders’ Meeting or Written
Procedure.
14.9
Any decision which extends or increases the obligations of the Issuer or the Agent, or limits, reduces or
extinguishes the rights or benefits of the Issuer or the Agent, under the Finance Documents shall be subject
to the Issuer’s or the Agent’s consent, as applicable.
14.10
The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of
any Noteholder for or as inducement to any consent under these Terms and Conditions, unless such
consideration is offered to all Noteholders that consent at the relevant Noteholders’ Meeting or in a Written
Procedure within the time period stipulated for the consideration to be payable or the time period for replies
in the Written Procedure, as the case may be.
14.11
A matter decided at a duly convened and held Noteholders’ Meeting or by way of a Written Procedure is
binding on all Noteholders, irrespective of them being present or represented at the Noteholders’ Meeting
or responding in the Written Procedure.
14.12
All costs and expenses incurred by the Issuer or the Agent for the purpose of convening a Noteholders’
Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Agent,
shall be paid by the Issuer.
14.13
If a decision is to be taken by the Noteholders on a matter relating to the Finance Documents, the Issuer
shall promptly at the request of the Agent provide the Agent with a certificate specifying the number of
Notes owned by Group Companies, irrespective of whether such Person is directly registered as owner of
such Notes. The Agent shall not be responsible for the accuracy of such certificate or otherwise be
responsible for determining whether a Note is owned by a Group Company.
14.14
Information about decisions taken at a Noteholders’ Meeting or by way of a Written Procedure shall
promptly be sent by notice to the Noteholders and published on the websites of the Issuer and the Agent,
provided that a failure to do so shall not invalidate any decision made or voting result achieved. The
minutes from the relevant Noteholders’ Meeting or Written Procedure shall at the request of a Noteholder
be sent to it by the Issuer or the Agent, as applicable.
15.
NOTEHOLDERS’ MEETING
15.1
The Agent shall convene a Noteholders’ Meeting by sending a notice thereof to the CSD and each
Noteholder no later than five (5) Business Days after receipt of a valid request from the Issuer or the
Noteholder(s) (or such later date as may be necessary for technical or administrative reasons).
15.2
Should the Issuer want to replace the Agent, it may convene a Noteholders’ Meeting in accordance with
Clause 15.1 with a copy to the Agent. After a request from the Noteholders pursuant to Clause 18.4.4, the
Issuer shall no later than five (5) Business Days after receipt of such request (or such later date as may be
necessary for technical or administrative reasons) convene a Noteholders’ Meeting in accordance with
Clause 15.1.
15.3
The notice pursuant to Clause 15.1 shall include (i) time for the meeting, (ii) place for the meeting, (iii)
agenda for the meeting (including each request for a decision by the Noteholders), (iv) a specification of
the CSD Business Day at the end of which a Person must be registered as a Noteholder in order to be
entitled to exercise voting rights at the meeting and (v) a form of power of attorney. Only matters that have
66
been included in the notice may be resolved upon at the Noteholders’ Meeting. Should prior notification by
the Noteholders be required in order to attend the Noteholders’ Meeting, such requirement shall be
included in the notice.
15.4
The Noteholders’ Meeting shall be held no earlier than ten (10) Business Days and no later than thirty (30)
Business Days from the date of the notice.
15.5
Without amending or varying these Terms and Conditions, the Agent may prescribe such further
regulations regarding the convening and holding of a Noteholders’ Meeting as the Agent may deem
appropriate.
16.
WRITTEN PROCEDURE
16.1
The Agent shall instigate a Written Procedure no later than five (5) Business Days after receipt of a valid
request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or
administrative reasons) by sending a communication to the CSD and each Person who is registered as a
Noteholder at the Record Time prior to the date on which the communication is sent.
16.2
Should the Issuer want to replace the Agent, it may send a communication in accordance with Clause 16.1
to each Noteholder with a copy to the Agent.
16.3
A communication pursuant to Clause 16.1 shall include (i) each request for a decision by the Noteholders,
(ii) a description of the reasons for each request, (iii) a specification of the CSD Business Day at the end of
which a Person must be registered as a Noteholder in order to be entitled to exercise voting rights, (iv)
instructions and directions on where to receive a form for replying to the request (such form to include an
option to vote yes or no for each request) as well as a form of power of attorney, and (v) the stipulated time
period within which the Noteholder must reply to the request (such time period to last at least fifteen (15)
Business Days from the communication pursuant to Clause 16.1). If the voting is to be made electronically,
instructions for such voting shall be included in the communication.
16.4
When a consent from the Noteholders representing the requisite majority of the total Adjusted Nominal
Amount pursuant to Clauses 14.5 or 14.6 has been received in a Written Procedure, the relevant decision
shall be deemed to be adopted pursuant to Clause 14.5 or 14.6, as the case may be, even if the time period
for replies in the Written Procedure has not yet expired.
17.
AMENDMENTS AND WAIVERS
17.1
The Issuer and the Agent (acting on behalf of the Noteholders) may agree to amend the Finance Documents
or waive a past default or anticipated failure to comply with any provision in a Finance Document,
provided that:
(a)
such amendment or waiver is not detrimental to the interest of the Noteholders in any material
respect, or is made solely for the purpose of rectifying obvious errors and mistakes;
(b)
such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant
authority; or
(c)
such amendment or waiver has been duly approved by the Noteholders in accordance with
Clause 14 (Decisions by Noteholders).
17.2
The consent of the Noteholders is not necessary to approve the particular form of any amendment to the
Finance Documents. It is sufficient if such consent approves the substance of the amendment.
17.3
The Agent shall promptly notify the Noteholders of any amendments or waivers made in accordance with
Clause 17.1, setting out the date from which the amendment or waiver will be effective, and ensure that any
amendments to the Finance Documents are published in the manner stipulated in Clause 9.3 (Publication of
Terms and Conditions). The Issuer shall ensure that any amendments to these Terms and Conditions are
duly registered with the CSD and each other relevant organisation or authority.
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17.4
An amendment to the Finance Documents shall take effect on the date determined by the Noteholders
Meeting, in the Written Procedure or by the Agent, as the case may be.
18.
APPOINTMENT AND REPLACEMENT OF THE AGENT
18.1
Appointment of Agent
18.1.1
By subscribing for Notes, each initial Noteholder, and, by acquiring Notes, each subsequent Noteholder:
(a)
agrees to and accepts the appointment of the Agent to act as its agent and representative in all
matters relating to the Notes and the Finance Documents, and authorises the Agent to act on its
behalf (without first having to obtain its consent, unless such consent is specifically required by
these Terms and Conditions) in any legal or arbitration proceedings relating to the Notes held by
such Noteholder and to exercise such rights, powers, authorities and discretion as are specifically
delegated to the Agent by these Terms and Conditions together with all such rights, powers,
authorities and discretion as are incidental thereto; and
(b)
agrees to and accepts that, upon the Agent delivering an acceleration notice in accordance with
Clause 11.1, it will be considered to have irrevocably transferred to the Agent all its procedural
rights and legal authority to claim and collect any and all receivables under the Notes and to
receive any funds in respect of the Notes (Fin: prokurasiirto) as a result of which transfer, the
Agent shall be irrevocably entitled to take all such action in its own name but on behalf of and for
the benefit of each Noteholder (at the expense of the Noteholders).
18.1.2
Each Noteholder shall immediately upon request provide the Agent with any such documents (in form and
substance satisfactory to the Agent) that the Agent deems necessary for the purpose of exercising its rights
and/or carrying out its duties under the Finance Documents. The Agent is under no obligation to represent a
Noteholder which does not comply with such request if due to such failure the Agent is unable to represent
such Noteholder.
18.1.3
The Issuer shall promptly upon request provide the Agent with any documents and other assistance (in
form and substance satisfactory to the Agent), that the Agent deems necessary for the purpose of exercising
its rights and/or carrying out its duties under the Finance Documents.
18.1.4
The Agent is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms
set out in the Finance Documents and the Agency Agreement and the Agent’s obligations as Agent under
the Finance Documents are conditioned upon the due payment of such fees and indemnifications.
18.1.5
The Agent may act as agent or other representative for several issues of securities issued by or relating to
the Issuer and other Group Companies notwithstanding potential conflicts of interest.
18.2
Duties of the Agent
18.2.1
The Agent shall represent the Noteholders in accordance with the Finance Documents. Except as specified
in Clause 4 (Conditions for disbursement), the Agent is not responsible for the execution or enforceability
of the Finance Documents.
18.2.2
When acting in accordance with the Finance Documents, the Agent is always acting with binding effect on
behalf of the Noteholders. The Agent shall carry out its duties under the Finance Documents in a
reasonable, proficient and professional manner, with reasonable care and skill.
18.2.3
The Agent shall monitor the compliance by the Issuer with its obligations under the Finance Documents on
the basis of information made available to it pursuant to the Finance Documents or received from a
Noteholder. The Agent is not obligated to assess the Issuer’s financial situation other than as expressly set
out in these Terms and Conditions.
18.2.4
The Agent is entitled to take any step it in its sole discretion considers necessary or advisable to protect the
rights of the Noteholders pursuant to these Terms and Conditions.
68
18.2.5
The Agent is entitled to delegate its duties to other professional parties, but the Agent shall remain liable
for the actions of such parties under the Finance Documents.
18.2.6
The Agent shall treat all Noteholders equally and, when acting pursuant to the Finance Documents, act
with regard only to the interests of the Noteholders and shall not be required to have regard to the interests
or to act upon or comply with any direction or request of any other Person, other than as explicitly stated in
the Finance Documents.
18.2.7
The Agent is entitled to engage external experts when carrying out its duties under the Finance Documents.
The Issuer shall on demand by the Agent pay all costs reasonably incurred for external experts engaged
after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or
circumstance which the Agent reasonably believes is or may lead to an Event of Default or (ii) a matter
relating to the Issuer which the Agent reasonably believes may be detrimental to the interests of the
Noteholders under the Finance Documents. Any compensation for damages or other recoveries received by
the Agent from external experts engaged by it for the purpose of carrying out its duties under the Finance
Documents shall be distributed in accordance with Clause 12 (Distribution of proceeds).
18.2.8
Notwithstanding any other provision of the Finance Documents to the contrary, the Agent is not obliged to
do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or
regulation.
18.2.9
If in the Agent’s reasonable opinion the cost, loss or liability which it may incur (including reasonable fees
to the Agent) in complying with instructions of the Noteholders, or taking any action at its own initiative,
will not be covered by the Issuer, the Agent may refrain from acting in accordance with such instructions,
or taking such action, until it has received such funding or indemnities (or adequate Security has been
provided therefor) as it may reasonably require.
18.2.10
The Agent shall give a notice to the Noteholders (i) before it ceases to perform its obligations under the
Finance Documents by reason of the non-payment by the Issuer of any fee or indemnity due to the Agent
under the Finance Documents or the Agency Agreement or (ii) if it refrains from acting for any reason
described in Clause 18.2.9.
18.3
Limited liability for the Agent
18.3.1
The Agent will not be liable to the Noteholders for damage or loss caused by any action taken or omitted
by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful
misconduct. The Agent shall never be responsible for indirect loss.
18.3.2
The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from
or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable
care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders to
delay the action in order to first obtain instructions from the Noteholders.
18.3.3
The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an
amount required pursuant to the Finance Documents to be paid by the Agent to the Noteholders, provided
that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement system used by the Agent for
that purpose.
18.3.4
The Agent shall have no liability to the Noteholders for damage caused by the Agent acting in accordance
with instructions of the Noteholders given in accordance with Clause 14 (Decisions by Noteholders) or a
demand by Noteholders given pursuant to Clause 11.1.
18.3.5
Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the
Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders
under the Finance Documents.
69
18.4
Replacement of the Agent
18.4.1
Subject to Clause 18.4.7, the Agent may resign by giving notice to the Issuer and the Noteholders, in which
case the Noteholders shall in consultation with the Issuer appoint a successor Agent at a Noteholders’
Meeting convened by the retiring Agent or by way of a Written Procedure initiated by the retiring Agent.
18.4.2
Subject to Clause 18.4.7, if the Agent is Insolvent, the Agent shall be deemed to resign as Agent and the
Issuer shall within ten (10) Business Days appoint a successor Agent.
18.4.3
Any successor Agent appointed pursuant to this Clause 18.4 must be an independent financial institution or
other reputable company which regularly acts as agent under debt issuances.
18.4.4
A Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount
may, by notice to the Issuer (such notice may only be validly given by a Person who is a Noteholder at the
end of the Business Day on which the notice is received by the Issuer and shall, if given by several
Noteholders, be given by them jointly), require that a Noteholders’ Meeting is held for the purpose of
dismissing the Agent and appointing a new Agent. The Issuer may, at a Noteholders’ Meeting convened by
it or by way of a Written Procedure initiated by it, propose to the Noteholders that the Agent be dismissed
and a new Agent appointed.
18.4.5
If the Noteholders have not appointed a successor Agent within ninety (90) days after (i) the earlier of the
notice of resignation was given or the resignation otherwise took place or (ii) the Agent was dismissed
through a decision by the Noteholders, the Issuer shall appoint a successor Agent.
18.4.6
The retiring Agent shall, at its own cost, make available to the successor Agent such documents and
records and provide such assistance as the successor Agent may reasonably request for the purposes of
performing its functions as Agent under the Finance Documents.
18.4.7
The Agent’s resignation or dismissal shall only take effect upon the appointment of a successor Agent and
acceptance by such successor Agent of such appointment and the execution of all necessary documentation
to effectively substitute the retiring Agent.
18.4.8
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in
respect of the Finance Documents but shall, in respect of any action which it took or failed to take whilst
acting as Agent, (a) remain entitled to the benefit of the Finance Documents and (b) remain liable under the
Finance Documents. Its successor, the Issuer and each of the Noteholders shall have the same rights and
obligations amongst themselves under the Finance Documents as they would have had if such successor
had been the original Agent.
18.4.9
In the event that there is a change of the Agent in accordance with this Clause 18.4, the Issuer shall execute
such documents and take such actions as the new Agent may reasonably require for the purpose of vesting
in such new Agent the rights, powers and obligation of the Agent and releasing the retiring Agent from its
further obligations under the Finance Documents and the Agency Agreement. Unless the Issuer and the
new Agent agree otherwise, the new Agent shall be entitled to the same fees and the same indemnities as
the retiring Agent.
19.
NO DIRECT ACTIONS BY NOTEHOLDERS
19.1
A Noteholder may not take any steps whatsoever against the Issuer to enforce or recover any amount due
or owing to it pursuant to the Finance Documents, or to initiate, support or procure the winding-up,
dissolution, liquidation, company reorganisation (Fin: yrityssaneeraus) or bankruptcy (Fin: konkurssi) (or
its equivalent in any other jurisdiction) of the Issuer in relation to any of the obligations of the Issuer under
the Finance Documents.
19.2
Clause 19.1 shall not apply if:
(a)
the Agent has been instructed by the Noteholders in accordance with the Finance Documents to
take any of the actions referred to in Clause 19.1 but fails for any reason to take, or is unable to
70
take (for any reason other than a failure by a Noteholder to provide documents in accordance with
Clause 18.1.2), such actions within a reasonable period of time and such failure or inability is
continuing. However, if the failure to take such actions is caused by the non-payment by the Issuer
of any fee or indemnity due to the Agent under the Finance Documents or the Agency Agreement
or by any reason described in Clause 18.2.9, such failure must continue for at least forty (40)
Business Days after notice pursuant to Clause 18.2.10 before a Noteholder may take any action
referred to in Clause 19.1; and
(b)
the Noteholders have resolved pursuant to these Terms and Conditions that, upon the occurrence
of a failure by the Agent referred to in (a) above, a Noteholder shall have the right to take any
action referred to in Clause 19.1.
19.3
The provisions of Clause 19.1 shall not in any way limit an individual Noteholder’s right to claim and
enforce payments which are due to it under Clause 8.4 (Mandatory repurchase due to a Change of Control
Event (put option)) or other payments which are due by the Issuer to some but not all Noteholders.
20.
PRESCRIPTION
20.1
The right to receive payment of the principal of or interest on the Notes shall be prescribed and become
void three (3) years from the date on which such payment became due.
20.2
If a limitation period is duly interrupted in accordance with the Finnish Act on Limitations (Fin: Laki velan
vanhentumisesta 728/2003, as amended), a new limitation period of at least three (3) years will commence.
21.
NOTICES
21.1
Notices
21.1.1
Any notice or other communication to be made under or in connection with the Finance Documents:
(a)
if to the Agent, shall be given at the address registered with the Finnish Trade Register on the
Business Day prior to dispatch;
(b)
if to the Issuing Agent, shall be given at the address specified in the Issuing Agency Agreement;
(c)
if to the Issuer, shall be given at the address registered with the Finnish Trade Register on the
Business Day prior to dispatch and designated “To the attention of Group Treasury”; and
(d)
if to the Noteholders, shall be given at their addresses as registered with the CSD, at the Record
Time prior to dispatch, and by either courier delivery or letter for all Noteholders. A notice to the
Noteholders shall also be published on the websites of the Issuer and the Agent.
21.1.2
Any notice or other communication made by one Person to another under or in connection with the Finance
Documents shall be in English and sent by way of courier, fax, e-mail, personal delivery or letter and will
become effective, in the case of courier or personal delivery, when it has been left at the address specified
in Clause 21.1.1 or, in the case of letter, three (3) Business Days after being deposited postage prepaid in an
envelope addressed to the address specified in Clause 21.1.1 or, in the case of fax or e-mail, when actually
received in a readable form.
21.1.3
Failure to send a notice or other communication to a Noteholder or any defect in it shall not affect its
sufficiency with respect to other Noteholders.
22.
FORCE MAJEURE AND LIMITATION OF LIABILITY
22.1
Neither the Issuer, the Agent nor the Issuing Agent shall be held responsible for any damage arising out of
any legal enactment, or any measure taken by a public authority, or war, strike, lockout, boycott, blockade
or any other similar circumstance (a “Force Majeure Event”). The reservation in respect of strikes,
71
lockouts, boycotts and blockades applies even if the Agent or the Issuing Agent itself takes such measures,
or is subject to such measures.
22.2
The Issuing Agent shall have no liability to the Noteholders if it has observed reasonable care. The Issuing
Agent shall never be responsible for indirect damage with exception of gross negligence and wilful
misconduct.
22.3
Should a Force Majeure Event arise which prevents the Issuer, the Agent or the Issuing Agent from taking
any action required to comply with these Terms and Conditions, such action may be postponed until the
obstacle has been removed.
22.4
The provisions in this Clause 22 apply unless they are inconsistent with the provisions of the Book-Entry
System Act which provisions shall take precedence.
23.
GOVERNING LAW AND JURISDICTION
23.1
These Terms and Conditions, and any non-contractual obligations arising out of or in connection therewith,
shall be governed by and construed in accordance with the laws of Finland.
23.2
The Issuer submits to the non-exclusive jurisdiction of the Finnish courts with the District Court of
Helsinki (Fin: Helsingin käräjäoikeus) as the court of first instance.
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APPENDIX 1 (Form of compliance certificate)
COMPLIANCE CERTIFICATE
To:
NORDIC TRUSTEE OY as Agent
From:
AHLSTROM OYJ as Issuer
Place
date:
and
In [●], on the [●] day of [●] 20[●]
Dear Madams/Sirs,
We refer to the senior, unsecured and unsubordinated fixed rate notes issued by us on 15 September 2014 with
an aggregate nominal amount of EUR 100,000,000 (the “Notes”).
1.
We refer to the Terms and Conditions of the Notes. This is a compliance certificate. Terms defined in the Terms
and Conditions of the Notes have the same meaning when used in this compliance certificate unless given a
different meaning in this compliance certificate.
2.
[On [ ] [we [intend to]/[have] incur[red] Financial Indebtedness in the form of [ ]]/[[ ] is intended to merge/
has merged with and into [ ]].]
3.
[We confirm that the ratio of Total Net Debt to Adjusted Equity is [●].]
4.
[We confirm that no Event of Default is continuing.]*
5.
This compliance certificate is governed by Finnish law.
AHLSTROM OYJ
as Issuer
________________________
Name:
___________________
* If this statement cannot be made, the certificate shall identify any Event of Default that is continuing and the steps, if
any, being taken to remedy it.
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ADDITIONAL INFORMATION ON THE ISSUE OF THE NOTES
Decisions and authorizations:
Authorization by the Board of Directors of the Issuer dated
5 August 2014.
Type of the Issue:
Individual issue of Notes offered to institutional investors.
The maximum principal amount of the Notes (EUR
100,000,000) will be issued on or about 15 September
2014.
Issue Price:
99.832 per cent of the nominal amount.
Interests of the Lead Managers:
Business interest normal in the financial markets.
Form of the Notes:
Dematerialized securities issued in book-entry form in the
book-entry system maintained by Euroclear Finland Oy.
Depository and Settlement System:
Euroclear Finland Oy, address Urho Kekkosen katu 5C, FI00100, Helsinki, Finland, OM system of Euroclear Finland
Oy.
Agent for the holders of the Notes:
Nordic Trustee Oy
Issuing Agent:
Danske Bank Oyj
Listing:
Application has been made for the Notes to be admitted to
public trading listed on the Helsinki Stock Exchange
maintained by NASDAQ OMX Helsinki Ltd.
Estimated time of listing:
On or about 18 September 2014.
Estimated net amount of the proceeds
Approximately EUR 99,325,400.
Estimated cost of issue
Approximately EUR 506,600.
Rate of interest of the Notes:
4.125 per cent per annum.
Effective yield of the Notes:
4.163 per cent per annum.
ISIN Code of the Notes:
FI4000108501
Reasons for offer and use of proceeds:
Refinancing and general corporate purposes.
74
INFORMATION ABOUT THE ISSUER
General
Ahlstrom Corporation is a public limited liability company domiciled in Helsinki. Ahlstrom is organized under the laws
of Finland. The Company was registered in the Finnish Trade Register on June 30, 2001 under the business identity
code 1670043-1. The Company’s registered address is Alvar Aallon katu 3 C, 00100 Helsinki, Finland, and its
telephone number is +358 10 8880.
According to Section 2 of Ahlstrom’s Articles of Association, the Company’s field of business is to engage in the
manufacture, converting and sale of fiber-based specialty materials and products and in other related activities, and to
own stocks and shares in companies engaged in the aforesaid activities. The Company may also as the parent company
take care of the Group companies’ common tasks such as administrative services and financing, and own real estate,
stocks and shares.
Ahlstrom is a high performance fiber-based materials company aiming to grow with a product offering for a clean and
healthy environment. The Company’s materials are used in everyday applications such as filters, medical fabrics, life
science and diagnostics, wallcoverings and food packaging. Ahlstrom is divided into five business areas: Advanced
Filtration, Building and Energy, Food, Medical, and Transportation Filtration. These five business areas and the Trading
and New Business segment form the six reporting segments of the Company.
In 2013, Ahlstrom's net sales from continuing operations amounted to approximately EUR 1 billion. The Company has
3,500 employees in 24 countries.
The Issuer’s share capital is EUR 70,005,912. The share has no nominal value and the number of shares outstanding is
46,670,608. The Issuer has one class of shares. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki Ltd.
History and Development of Ahlstrom
A. Ahlstrom Corporation was incorporated in Finland in 1908, and traces its origins to the family saw mill, iron and
shipping business of Antti Ahlström established in 1851. The company focused on pulp, paper and timber production
and machinery, later expanding to glassworks. A. Ahlstrom Corporation began to grow internationally in 1963, when it
acquired a majority interest in a paper mill near Turin (Italy) that produced filter papers and rifle cartridge paper.
During the 1980’s, the company exited the newsprint and magazine paper market and thereafter focused its operations
on specialty papers and filtration with an acquisition of Filtration Sciences Inc. in the United States in 1989, and in the
1990’s, the Company expanded its focus to include nonwoven products. At the end of 1996, A. Ahlstrom Corporation
continued its expansion by acquiring the French specialty paper and nonwovens producer Sibille-Dalle. During the
same year, A. Ahlstrom Corporation established the Ahlstrom Paper Group to encompass the Company’s fiber-based
materials operations. In 2001, the group was split into three separate companies, and the manufacturing businesses were
transferred to the new Ahlstrom Corporation.
In the 2000’s, Ahlstrom made several divestments and acquisitions with the aim to expand and focus on nonwovens,
filtration and specialty papers. The acquisitions include Dexter Corporation’s nonwoven fabrics in the USA, a
transportation filtration plant in China and the establishment of a joint venture for the production of crepe papers in
China. The divestments include production of machinery, pumps, cartons and cores. New investments include e.g. a
PLA teabag line in the United Kingdom, a plant producing medical fabrics in India and a plant producing glass tissue
fiber in Russia.
In accordance with the strategic review in 2009, the Company decided to refocus its business to high performance fiberbased materials. As a result, the Company’s former wipes business, the Home and Personal area, excluding the
Brazilian part of the operation, was divested to Suominen Corporation in 2011. The divestment of the Brazilian plant in
Paulínia was completed in the beginning of 2014. Another significant step in completing the transformation of the
Company was taken in 2012, when the demerger of the specialty papers business, Label and Processing, and its
combination with Munksjö Oyj, was announced. The demerger was executed in two steps in 2013, separately for the
Label and Processing business in Europe (“LP Europe”) and in Brazil (“Coated Specialties”).
Ahlstrom Corporation was listed on NASDAQ OMX Helsinki Ltd in March 2006.
75
Recent Events
There are no recent events materially relevant to evaluation of the Issuer’s solvency.
Strategy
Ahlstrom outlined its growth strategy, extending to the year 2020, in 2013. The Company's current and future product
offering is driven by global megatrends, such as resource scarcity, environmental awareness, demographics and
urbanization. In line with its strategic statement, Ahlstrom aims to grow with a high performance product offering for a
clean and healthy environment.
The Company believes that with the help of its products it can create value for society and its customers. The
Company’s products with their solid sustainability credentials help, for example, to clean air and water, provide safety
protection in medical end uses as well as food packaging, help in producing cleaner energy and cleaner transportation,
and advance people’s well-being. The Company believes there is a growing market need in all these areas.
Ahlstrom’s strategy is built on three strong strategic enablers, through which the Company creates value. Co-creation
and open innovation enables the Company to introduce differentiated products together with customers and partners.
Through its technology and manufacturing platform, the Company possesses unique know-how of fibers, chemistry and
materials technology. This knowledge is coupled with flexible manufacturing capabilities and the use of renewable and
increasingly biodegradable materials. Global reach with local insights in operations enables the Company to present a
global product offering, which is customized to local needs and customer service.
Ahlstrom’s products are used in a wide variety of industrial and everyday applications ranging from medical diagnostics
to tea bags and engine filters. The products are designed with the aim to minimize the life-cycle impact of the
customers’ products, meaning that manufacturing processes are designed with resource-efficiency in mind (less use of
raw materials, water and energy), and using renewable and biodegradable materials.
The current business of the Company comprises the following key areas: laboratory and life science, wallcoverings,
specialty reinforcements, medical fabrics, food and beverages packaging and air, oil and fuel filtration. High-priority
growth areas have been identified in clean water, medical diagnostics and composites for the construction and
transportation industries. The impacts from these current and future businesses on society include energy efficiency,
clean air and drinking water, safe medical care, and light and durable structures,
The Company has defined three high priority focus areas for strategy execution: Winning business, commercial success
with new products and high performance culture. Firstly, winning new business implies more sales through new leads
and better win rate, improved margins and improved customer engagement and loyalty.
Secondly, commercial success with new products entails the ability to create differentiated products for a clean and
healthy environment, speeding up the process from idea to market scale-up, and communicating clear value proposals.
Thirdly, high performance implies reaching and exceeding targets, keeping promises with high quality and creating a
learning environment.
Financial Targets
To support Ahlstrom's sustainable growth strategy, the Board of Directors has approved the Company's updated longterm financial targets over the economic cycle:
1

Net sales: at least 5% underlying annual growth;

Net sales from new products: at least 20% (developed in the last three years);

Operating profit1: 7% of net sales by 2016 and 10% of net sales beyond 2016. With the current balance sheet
structure, this implies a return on capital employed of approximately 13% and approximately 15%,
respectively;

Gearing ratio: to be maintained within the 50–80% range.
Excluding non-recurring items.
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Investments
Ahlstrom's capital expenditure excluding acquisitions from continuing operations totaled EUR 76.1 million in 2013
(EUR 74.1 million in 2012). The expenditure included projects such as a new wallcovering materials production line in
Binzhou, China, and additional capacity in filtration materials in Turin, Italy.
In 2014, investments excluding acquisitions are estimated to be approximately EUR 50 million, including the new
wallcovering materials production line in China, and operations and maintenance related expenditure.
Business Overview
Ahlstrom is one of the world’s leading manufacturers of high performance fiber-based materials. This global position is
based on the Company’s innovative products and technologies, backed by its worldwide production capacity. The
Company has operations in more than 20 countries.
Ahlstrom’s business is reported in six segments; Advanced Filtration, Building and Energy, Food, Medical,
Transportation Filtration, and Trading and New Business. The current structure has been effective since January 1,
2014, when the former Food and Medical business area was divided into two segments: Food business area and Medical
business area. The five business areas and the Trading and New Business segment are shortly described below.
Business Structure
In 2013 Ahlstrom’s net sales from continuing operations amounted to approximately EUR 1 billion and the Group
employed approximately 3,500 employees in 24 countries. At the end of June 2014, the highest numbers of employees
were in the United States (23.0%), France (17.2%), China (10.4%), Finland (10.4%) and Italy (8.2%).
Ahlstrom has 29 manufacturing sites and 23 sales offices. In January–June 2014, Ahlstrom’s biggest geographical
market area in terms of net sales was Europe (49%). In other regions, net sales distribution (including discontinued
operations) was as follows: North America (27%), Asia-Pacific (16%), South America (6%), and the rest of the world
(2%).
Business Segments
Advanced Filtration
Advanced Filtration is a global supplier of air and liquid filtration materials and one of the main players in life science,
laboratory and gas turbine filtration globally. The Advanced Filtration business area serves customers mainly in the
automotive, water, energy, healthcare, food and beverage and environmental control industries. Business drivers in the
Advanced Filtration business area are natural gas production, diagnostics, life science and laboratory markets and
HVAC (heating, ventilation and air conditioning) equipment.
Building and Energy
Building and Energy is one of the main players globally for materials used in wallcoverings, floorings and windmill
blades. The end-use applications include also boat hulls, building panels and fabric care. The Building and Energy
business area serves customers mainly in the building and construction, transportation, marine, windmill and fabric care
industries. Business drivers for the Building and Energy business area are construction spending, home decoration
market, wind turbine installations, consumer spending, and the number of new vehicles manufactured.
Food
The Food business area serves customers mainly in the food and beverage packaging. Food business area is one of the
main players globally for materials used in teabags, coffee pods, food packaging and masking tape. Business drivers for
the Food business area are food packaging and tea and coffee consumption, and development of building and
construction activities for masking tape.
Medical
The Medical business area serves customers mainly in the medical and healthcare markets. Medical is one of the main
players globally for materials used in medical gowns and drapes, apparel and sterile barrier systems. Business drivers
for the Medical business area are the number of hospitals and in-patient beds.
77
Transportation Filtration
Transportation Filtration is one of the main players globally in transportation filtration materials and it mainly serves
customers in the automotive industry. Business drivers for the Transportation Filtration business area are mileage
(kilometers driven), the number of new vehicles manufactured, trends in maintenance activity, trends in road freight as
well as construction and mining activity.
Trading and New Business
Trading and New Business includes trading sales of wipes materials to Suominen Corporation, trading sales of release
papers to Munksjö Oyj as well as Porous Power Technologies.
Business Environment
Key Developments in 2013
In 2013, the business environment was overall rather soft, with some regional variations. Geographically, the market for
Europe stabilized but remained weak especially in the southern part of the continent. The North American markets
showed some positive signs especially towards the year-end. Growth was fastest in Asia.
Apart from the soft market, the Company’s profitability declined in 2013 because increased raw materials and energy
prices could not be fully compensated in selling prices. In addition, the Company has identified three focus units that
are burdening results: Chirnside, Longkou and Mundra.
Firm measures have been taken to adjust to the prevailing circumstances. Following the completion of the Label and
Processing demerger and the earlier divestment of Home and Personal, Ahlstrom initiated a rightsizing program to bring
down the costs of the Company to reflect its new size and scope. Ahlstrom expanded its rightsizing program to EUR 50
million as announced on January 30, 2014. Approximately EUR 39 million of the savings are expected to be derived
from continuing operations targeting both selling, general and administration (SGA) costs and production overheads.
The majority of the planned actions related to the rightsizing program will be completed by the end of 2014, and the full
impact of the program is expected to be visible by the end of 2015. As a result of the program, Ahlstrom’s personnel is
estimated to be reduced by approximately 400 people globally at the maximum. In particular, the aim is to reduce
selling, general and administration (SGA) costs and production overheads to further improve supply chain efficiency. In
conjunction with its January–June 2014 interim results, the Company reported that it had reached approximately EUR
27 million in cost savings through the program, of which approximately 16 million in continuing operations. Ahlstrom
plans to book non-recurring costs of approximately EUR 15 million related to rightsizing during the years 2013–2015.
The program is moving ahead as targeted, and its implementation is expected to have a crucial effect on the
performance in 2014–2015.
The Company will continue to drive higher margins though its enhanced product portfolio and launch new products to
improve its sales mix. Progress has been made in these areas, and the share of new products in net sales reached 14%,
bringing the Company closer to its long-term target of 20%. New product launches include e.g. high efficiency filtration
media for indoor air and high-quality fuel filtration media allowing smaller filter size.
In the Advanced Filtration business area, the market for laboratory and life science filtration and gas turbine
applications continued to strengthen, particularly in North America and Europe. Demand for water applications grew as
well.
In the Building and Energy business area, demand for flooring materials stagnated in Europe following a more
favorable development earlier in the year. The market for wind energy applications was steady at a low level. Demand
for wallpaper and wallcovering materials in Europe showed signs of declining, while improved in China towards year
end. Demand for construction-related materials remained soft.
In the Food and Medical business areas, the market for food packaging products continued to be solid and demand for
masking tape and beverage improved towards year end, especially in Europe and Asia. Demand for medical fabrics
remained soft, particularly in North America.
In the Transportation Filtration business area, the market for transportation filtration materials, including heavy duty,
in North America started to grow in the second half of the year after volatile development in the beginning of the year.
Demand in Europe showed signs of improving towards year end following an earlier stable development. Demand in
78
Asia grew throughout the year. In South America, currency devaluations caused a market slowdown in the second half
of the year.
Market pulp prices, soft wood pulps in particular, increased during the year. The prices of synthetic fibers such as
polyester and viscose were stable, whereas polypropylene prices rose. The prices of chemicals in general were either
stable or increased. In its production, Ahlstrom uses chemicals such as latex, liquid solvents and starch. The prices of
liquid solvents like phenolic resins remained at a high level. Natural gas prices increased.
Key Developments in January–June 2014
The operating environment in Ahlstrom’s main markets in January-June 2014 improved slightly from the comparison
period.
In the Advanced Filtration business area, growth continued in the gas turbine and industrial filtration applications,
particularly in North America and Asia. The markets for laboratory and life science, water and high efficiency air
applications were somewhat softer.
In the Building and Energy business area, demand for construction-related materials such as flooring applications was
stable in Europe, but continued to soften in Russia. The market for reinforced glass fiber products for the wind energy
industry in Europe remained low, whereas it started to recover in North America supported by tax incentives. Demand
for wallpaper and wallcovering substrates softened in Europe, while it strengthened in China.
In the Food business area, demand for beverage, food packaging and tape products continued to be solid in all main
geographical regions except for South America. Growth continued in the single-use coffee products market.
In the Medical business area, demand for medical fabrics was stable in Europe and North America, while it
strengthened in Asia, supported by the growing trend for single-use products.
In the Transportation Filtration business area, solid growth continued in the transportation filtration materials markets
in Asia, North America and Europe. In South America, the market continued to show positive signs following a
slowdown in the second half of 2013.
Organization
At the date of this Listing Prospectus, the Ahlstrom Group consists of the parent company Ahlstrom Corporation and
several subsidiaries and associated companies in 20 different countries.
The operations of the Group are carried out by several of Ahlstrom Corporation’s subsidiaries and, as a result, Ahlstrom
Corporation is thus dependent upon the results of other entities within the Group.
Agreements outside the Ordinary Course of Business
On January 10, 2014 the Company and Ahlström Capital Oy entered into a Call Option Agreement (“Agreement”)
under which the Company granted Ahlström Capital Oy an option to acquire Ahlstrom's current 26.9% shareholding in
Suominen Corporation at a price of EUR 0.50 per share within 10 months of the completion of the divestment of the
Brazilian plant of Ahlstrom’s former Home and Personal business area (the “Paulínia Transaction”). The Paulínia
Transaction was completed on February 10, 2014. Under the Agreement, the Company retained the right to sell all or
part of its shares in Suominen Corporation to other parties, provided that Ahlström Capital Oy does not prior to that
exercise its call option in accordance with the Agreement.
Other than the Agreement, there are no material contracts that are not entered into in the ordinary course of the
Ahlstrom’s business, which could result in any Ahlstrom Group company being under an obligation or entitlement that
is material to the Company’s ability to meet its obligation to Noteholders.
Legal and Arbitration Proceedings
On February 25, 2014, Ahlstrom, Munksjö Oyj and Munksjö AB received a Statement of Objections from the European
Commission with respect to alleged misleading information relating to the abrasive paper backings market. The
information was provided in connection with the merger notification to the European Commission, submitted on
October 31, 2012, regarding the business combination of Ahlstrom's Label and Processing business and Munksjö AB.
The European Commission's ongoing investigation does not affect the approval of the combination granted in 2013.
79
Ahlstrom and Munksjö disagree with the preliminary position expressed by the European Commission. The companies
have responded to the EU Commission with a view to clearing up any misunderstandings.
Other than the above, there are no governmental, legal, arbitration or administrative proceedings against or affecting
Ahlstrom or any of its subsidiaries (and no such proceedings are pending or threatened of which Ahlstrom is aware)
during a period covering at least the previous 12 months which have or may have in the recent past, individually or in
the aggregate, significant effects on the profitability or the financial position of Ahlstrom or of Ahlstrom and its
subsidiaries taken as a whole.
80
SELECTED FINANCIAL INFORMATION
The following tables present selected consolidated financial information for Ahlstrom as at and for the six month
periods ended June 30, 2014 and 2013 and as at and for the financial years ended December 31, 2013 and 2012. The
financial information presented below has been derived from Ahlstrom’s unaudited consolidated interim report as at and
for the six month period ended June 30, 2014 and from the audited financial statements as at and for the financial year
ended December 31, 2013, including unaudited consolidated comparative financial information as at and for the
financial year ended December 31, 2012.
As of November 27, 2012, the Label and Processing business area has been reported as part of discontinued operations.
The Label and Processing business in Europe was reported as discontinued operations until May 27, 2013, and the
Label and Processing business in Brazil was reported as discontinued operations until December 2, 2013. The results of
the LP Europe and Coated Specialties for the year ended December 31, 2013 and 2012 and for the six month period
ended June 30, 2013 have been presented separately from the results of continuing operations in the income statement.
Contrary to the originally contemplated transaction structure, Ahlstrom provided commitments to the competition
authority of the European Commission according to which Ahlstrom divested its pre-impregnated decor paper and
abrasive paper backings businesses located at the Osnabrück plant to Perusa and Ahlstrom Osnabrück GmbH with
wallpaper and hybrid wallcoverings business remained with Ahlstrom. As a result the financial information of
continuing operations presented in the tables below as at and for the year ended December 31, 2012 has been restated to
correspond to the changed transaction structure.
The operative result of the Brazilian operation of the former Home and Personal business area was included in
discontinued operations until February 10, 2014, when its sale to Suominen Corporation was completed.
As of January 1, 2013 Ahlstrom has adopted the amended IAS 19 Employee Benefits standard. The financial
information presented in the tables below as at and for the year ended December 31, 2012 has been restated to
correspond to the changed accounting policies, and due to the restatement is unaudited unless stated otherwise. In
accordance with the amended IAS 19 Employee Benefits, the corridor approach has been eliminated retrospectively and
the interest cost of defined benefit plans and the expected return of plan assets have been replaced by the net interest
cost of the net defined benefit liability. Additionally, the net interest cost has been reclassified to financial expenses as,
historically, interest expenses and expected return on plan assets have been recorded as a component of employee
benefit expense.
Ahlstrom’s consolidated financial statements have been prepared in accordance with the International Financial
Reporting Standards (“IFRS”) as adopted by the European Union.
The selected financial information provided herein should be read in conjunction with Ahlstrom’s consolidated
financial statements for 2013 and 2012 and with Ahlstrom’s interim report for the six months period ended June 30,
2014, incorporated by reference to this Listing Prospectus.
81
Income statement
MEUR
Net sales
Cost of goods sold
Gross profit
Sales and marketing expenses
R&D expenses
Administrative expenses
Other operating income
Other operating expenses
Operating profit/loss
Net financial expenses
Share of profit / loss of equity accounted
investments
Profit/loss before taxes
Income taxes
Profit/loss for the period from continuing
operations
Discontinued operations
Profit/loss for the period
Impairment loss recognized on the remeasurement
to fair value and cost to sell
Profit/loss for the period from discontinued
operations
Profit/loss for the period
Attributable to
Owners of the parent
Non-controlling interest
Continuing operations
Basic and diluted earnings per share (EUR) 1)
Including discontinued operations
Basic and diluted earnings per share (EUR) 1)
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
502.2
-415.8
86.4
520.3
-438.4
81.9
-23.6
-9.3
-41.7
2.6
-0.4
14.0
-21.1
-9.8
-40.1
5.0
-1.1
14.7
-42.2
-19.3
-74.7
8.9
-5.9
10.7
-42.3
-17.1
-74.1
10.5
-2.3
21.8
-9.5
0.3
-10.1
-4.6
-20.4
-5.7
-21.2
-7.1
4.8
-3.9
0.9
0.1
-3.1
-3.0
-15.4
-3.5
-18.9
-6.4
-10.0
-16.4
7.0
0.9
103.8
-31.1
118.2
-42.3
18.6
-2.3
8.0
72.7
75.9
16.4
8.8
69.7
57.0
-0.1
10.3
-1.5
71,6
-1.9
61.0
-3.9
1.6
-1.6
-0.02
-0.09
-0.46
-0.44
0.15
1.47
1.17
-0.09
__________________________________
1)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
1,014.8
1,010.8
-870.8
-863.7
144.0
147.1
With the effect of interest on hybrid bond for the period, net of tax.
82
Statement of comprehensive income
MEUR
Profit / loss for the period
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
8.8
69.7
57.0
-0.1
0.2
0.2
5.4
5.4
3.5
3.5
-18.1
-18.1
4.3
0.1
-13.6
0.1
-34.0
-0.5
-14.5
0.0
Other comprehensive income, net of tax
Items that will not be reclassified to profit or
loss
Remeasurements of defined pension plans
Total
Items that may be reclassified subsequently to
profit or loss
Translation differences
Share of other comprehensive income of equity
accounted investments
Changes in the fair value of available-for-sale
financial assets
Cash flow hedges
Total
7.6
-
-
-
-0.1
11.9
-13.5
-0.1
-34.7
-14.4
Other comprehensive income, net of tax
Total comprehensive income for the period
12.1
20.9
-8.1
61.6
-31.1
25.9
-32.5
-32.6
Attributable to
Owners of the parent
Non-controlling interest
22.4
-1.5
63.5
-1.9
30.1
-4.2
-30.8
-1.8
83
Balance sheet
MEUR
IFRS, June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Dec 31
2013
2012
(audited)
restated
(unaudited)
Assets
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Equity accounted investments
Other investments
Other receivables
Deferred tax assets
Total non-current assets
366.2
66.6
23.5
36.7
39.4
7.5
72.0
611.9
369.8
69.2
27.0
37.3
50.4
11.3
69.9
634.9
370.8
66.8
24.1
36.3
53.3
8.6
73.4
633.4
372.9
69.0
28.7
29.8
0.3
11.1
63.6
575.4
Current assets
Inventories
Trade and other receivables
Income tax receivables
Cash and cash equivalents
120.6
189.8
0.5
56.0
121.5
177.0
0.7
72.1
106.6
173.0
0.6
38.2
112.4
157.4
0.6
53.4
366.9
-
371.2
151.8
318.4
18.9
323.8
448.3
978.8
1,157.9
970.6
1,347.5
Equity attributable to owners of the parent
Hybrid bond
Non-controlling interest
Total equity
222.2
100.0
8.0
330.2
260.2
80.0
11.4
351.7
232.4
100.0
9.0
341.4
391.9
80.0
13.3
485.1
Non-current liabilities
Interest-bearing loans and borrowings
Employee benefit obligations
Provisions
Other liabilities
Deferred tax liabilities
Total non-current liabilities
154.1
75.2
1.7
0.5
4.9
236.3
183.0
71.3
1.9
0.5
18.7
275.4
182.3
76.1
1.4
0.5
4.0
264.3
201.1
81.4
2.0
5.5
11.6
301.6
Current liabilities
Interest-bearing loans and borrowings
Trade and other payables
Income tax liabilities
Provisions
Total current liabilities
185.2
214.1
3.5
9.5
412.3
184.6
280.5
3.2
7.4
475.6
148.2
200.2
3.9
6.9
359.1
156.6
196.2
2.7
7.2
362.8
Total liabilities
648.7
751.0
623.4
664.4
-
55.3
5.9
197.9
978.8
1,157.9
970.6
1,347.5
Total current assets
Assets classified as held for sale and
distribution to owners
Total assets
Equity and liabilities
Liabilities directly associated with assets
classifies as held for sale and distribution to
owners
Total equity and liabilities
84
Statement of Cash Flows
Including discontinued operations
MEUR
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
Cash flow from operating activities
Profit/loss for the period
Adjustments, total
Changes in net working capital
Change in provisions
Financial items
Income taxes paid / received
Net cash from operating activities
8.8
27.1
-20.0
2.9
-8.6
-2.1
8.2
69.7
-24.2
-20.6
-0.8
-7.7
-2.3
14.1
57.0
9.1
-2.3
-1.9
-16.9
-4.1
41.0
-0.1
116.1
0.4
-10.7
-20.6
-6.5
78.7
Cash flow from investing activities
Acquisitions of Group companies
Purchase of tangible and intangible assets
Other investing activities
Net cash from investing activities
-32.0
34.4
2.4
-1.4
-47.8
-74.3
-123.5
-1.5
-87.0
-70.0
-158.4
-17.6
-87.5
27.6
-77.5
-4.6
-
-29.1
-
-29.1
-
-60.0
-
9.7
5.2
146.5
11.1
128.5
99.2
-80.1
-7.4
139.4
-17.6
104.3
-7.6
29.2
-38.4
Net change in cash and cash equivalents
15.7
19.0
-13.1
-37.2
Cash and cash equivalents at the beginning of
the period
Foreign exchange effect on cash
Cash and cash equivalents at the end of the
period
38.7
55.5
55.5
94.4
1.6
56.0
-1.4
73.1
-3.7
38.7
-1.8
55.5
Cash flow from financing activities
Dividends paid and other
Repurchase of own shares
Investment to Ahlstrom Corporation shares
related to share ownership plan for EMT
Payments received on hybrid bond
Repurchase of hybrid bond
Interest on hybrid bond
Effect of partial demerger
Changes in loans and other financing activities
Net cash from financing activities
85
Key figures
MEUR
Continuing operations
Personnel costs
Depreciation and amortization
Impairment charges
IFRS, Jan 1 – June 30
2014
2013
(unaudited)
(unaudited)
IFRS, Jan 1 – Dec 31
2013
2012
(audited)
restated
(unaudited)
-113.1
-23.9
-
-112.4
-26.0
-0.1
-219.2
-51.3
-2.6
-213.3
-52.4
0.1
2.8
4.4
-0.02
19,3
3,516
2.8
3.2
-0.09
32.2
3,795
1.1
0.9
-0.46
76.1
3,744
2.2
2.3
-0.44
74.1
3,825
-113.2
-23.9
1.2
-150.8
-26.0
-37.8
-268.2
-51.3
-59.0
-304.7
-72.9
0.1
5.1
7.9
5.3
-1.4
-2.5
33.3
-2.5
-4.3
13.8
3.4
5.0
0.0
283.3
33.8
85.8
294.5
30.4
83.7
291.7
35.2
85.5
303.4
36.2
62.5
Basic earnings per share1), EUR
Equity per share, EUR
Average number of shares during the period,
1000’s
Number of shares at the end of the period, 1000’s
0.15
4.81
46,115
1.47
5.64
46,105
1.17
5.04
46,105
-0.09
8.50
46,105
46,225
46,105
46,105
46,105
Capital expenditure, EUR million
Capital employed at the end of the period, EUR
million
Number of employees, average
22.7
669.4
36.9
719.2
84.8
671.8
90.4
844.1
3,526
4,861
4,490
5,141
Operating profit, %
Return on capital employment (ROCE), %
Basic earnings per share1), EUR
Capital expenditure, EUR million
Number of employees, average
Including discontinued operations
Personnel costs
Depreciation and amortization
Impairment charges
Operating profit, %
Return on capital employed (ROCE), %
Return on equity (ROE), %
Interest-bearing net liabilities, EUR million
Equity ratio, %
Gearing ratio, %
__________________________________
1)
With the effect of interest on hybrid bond for the period, net of tax.
86
Calculation of key figures
Equity ratio, % =
Total equity
Total assets - Advances received
* 100
Gearing ratio, % =
Interest-bearing net liabilities
Total equity
* 100
Return on equity (ROE), % =
Profit (loss) for the period
Total equity (annual average)
* 100
Return on capital employed
(ROCE), % =
Profit (loss) before taxes + Financing expenses
Total assets (annual average) - Non-interest bearing liabilities (annual average)
* 100
Return on capital employed
(RONA), % =
Operating profit / loss
Working capital (annual average) + Property, plant and equipment and Intangible
assets (annual average)
* 100
Basic earnings per share, EUR =
Profit (loss) for the period - Non-controlling interest - Interest on hybrid bond for
the period, net of tax
Average number of shares during the period
* 100
Profit (loss) for the period - Non-controlling interest - Interest on hybrid bond for
the period, net of tax
Average diluted number of shares during the period
* 100
Diluted earnings per share, EUR =
Equity per share, EUR =
Equity attributable to owners of the parent
Number of outstanding shares at the end of the period
87
* 100
FINANCIAL INFORMATION AND FUTURE OUTLOOK
Historical Financial Information
Ahlstrom’s consolidated unaudited interim report as at and for the six month period ended June 30, 2014, and the
consolidated audited financial statements as at and for the financial year ended December 31, 2013 and 2012 (IFRS)
have been incorporated into this Listing Prospectus by reference.
The financial information for the financial year 2012 has been restated in 2013 as a result of the following adjustments:
1) Ahlstrom has adopted the revised IAS 19 Employee benefits standard as of January 1, 2013, and 2) Ahlstrom’s
continuing operations have been adjusted to reflect the demerger of Label and Processing business area and taking into
account the commitments provided by Ahlstrom to the European Commission contrary to the originally contemplated
transaction structure according to which Ahlstrom Osnabrück GmbH with wallpaper and hybrid wallcoverings business
will remain with Ahlstrom.
Significant Changes in the Issuer’s Financial Position
There has been no significant change in the financial or trading position of the Issuer and the Ahlstrom group since 30
June 2014, which is the date of the last published interim report.
Trend Information
The slower-than-anticipated economic growth poses risks to Ahlstrom’s financial performance. It may lead to lower
sales volumes and force Ahlstrom to initiate more market-related shutdowns at plants, which could affect profitability.
The uncertainty related to global economic growth, increased volatility in the Company’s main markets, and limited
visibility, are making it more difficult to forecast future developments.
In recent years, Ahlstrom has initiated investment projects, such as the wallcoverings production line in Binzhou,
China, that are in a start-up phase. The Company’s financial performance may be negatively affected by the
commercialization of new production lines.
Ahlstrom's main raw materials are natural fibers, mainly pulp, synthetic fibers, and chemicals. The prices of the key raw
materials used by Ahlstrom are volatile and some of them, such as softwood pulp, remain at a high level.
Future Outlook
From 2013 onwards, Ahlstrom continues to provide its outlook on net sales as a range in euros. The outlook for
operating profit excluding non-recurring items is given as a range in percentage of net sales instead of the euro-based
range previously used.
The outlook presented on January 30, 2014 remains unchanged. Based on Ahlstrom’s view of the development of its
main markets, pricing and product mix, competitive dynamics and expected cost savings, the Company anticipates net
sales in 2014 to be EUR 930–1,090 million. The operating profit margin excluding non-recurring items is expected to
be 2–5% of net sales.
In 2014, investments excluding acquisitions are estimated to be approximately EUR 50 million (EUR 76.1 million in
2013).
There has been no material adverse change in the future outlook of Ahlstrom since the publication of the last audited
financial statements.
Influence of Management on Factors Affecting the Estimates
The assumptions on bases for future outlook upon which the management can influence for its part include measures
that Ahlstrom is capable of implementing in Ahlstrom’s operations to certain extent, such as product and service
selection, pricing, campaigns and sales network, as well as Ahlstrom’s cost structure and amount and timing of
investments. The other factors expressed in section “– Future Outlook” are generally outside of the influence of the
management.
88
DIRECTORS, MANAGEMENT AND SIGNIFICANT SHAREHOLDERS OF THE ISSUER
Board of Directors
In accordance with the Articles of Association, the Issuer’s Board of Directors (the “Board”) shall have a minimum of
five (5) and a maximum of nine (9) members. As per the Articles of Association, the term of a member of the Board is
one (1) year. The mandate of each member of the Board shall expire at the end of the General Meeting immediately
following their election. There are no limitations as to the number of terms a person can be member of the Board and no
maximum age.
The Board is responsible for the Company’s management and the proper organization of its operations. It confirms the
Company’s long-term business strategies, values and policies, and approves the Company’s business plans and annual
plans. The Board decides on major capital expenditures, acquisitions and substantial divestments of assets as well as
approves the general framework for other capital expenditures. It also monitors the Company’s performance and human
resources development. To this end, the Board has established and approved Rules of Procedure of the Board to
complement the Articles of Association and Finnish applicable laws and regulations. Said rules describe the duties of
the Board and CEO, division of tasks within the Board, meeting practices and reporting to the Board.
The majority of the Board members shall be independent of the Company and at least two of the members representing
this majority shall also be independent of the significant shareholders of the Company. Each Board member shall
provide the Board with sufficient information that will allow the Board to evaluate his or her qualifications and
independence and notify the Board without delay of any changes in such information. All Board members are required
to deal at arm’s length with Ahlstrom and its subsidiaries and to disclose to the Board circumstances that might be
perceived as a conflict of interest.
Name
Year born
Position
Elected to the Board
Pertti Korhonen
Robin Ahlström
Lori Cross
Esa Ikäheimonen
Daniel Meyer
Anders Moberg
Markus Rauramo
Panu Routila
1961
1946
1960
1963
1967
1950
1968
1964
Chairman
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
Member of the Board
2011
2013
2010
2011
2013
2009
2014
2014
Pertti Korhonen has been a member of the Board since 2011 and Chairman of the Board since 2013. Mr. Korhonen’s
most important simultaneous positions include acting as the President and CEO of Outotec Oyj, Vice Chairman and
member of the Board of International Chamber of Commerce ICC Finland, as a member of the Finnish Council of
International Chamber of Commerce and the Boards of Finland Central Chamber of Commerce, Association of Finnish
Steel and Metal Producers and the Federation of Finnish Technology Industries, as a steering group member of
Finland's External Economic Relations and as a member of the Supervisory Board of Foundation for pediactric
research. Previously Mr. Korhonen has acted, among others, as the member of the Boards of Rautaruukki Oyj, Veho
Group Oyj, Elisa Oyj and QPR Software Oyj, and as a member of the Advisory Board of Finnish Defense Forces. In
addition, Mr. Korhonen has acted as Chief Operating Officer of Outotec Oyj and CEO of Elektrobit Corporation Plc,
member of the Nokia Group Executive Board, Chief Technology Officer and Executive Vice President of Nokia
Technology Platform and Nokia Mobile Software. Mr. Korhonen holds the degree of Master of Science in Electronics
Engineering.
Robin Ahlström has been a member of the Board since 2013 and Vice Chairman of the Board since 2014. Mr.
Ahlström’s most important simultaneous positions include acting as the Chairman of the Board of A.Ahlström Oy and
as a member of the Boards of Antti Ahlströmin Perilliset Oy, Strongshold AB, Niam AB, Naxs AB, Nacs AS and
Newsec Oy. Previously Mr. Ahlström has acted, among others, as Group President of Alfred Berg, as Executive
Director of Goldman Sachs and as Managing Director of American Scandinavian Bank and Scandinavian Bank. Mr.
Ahlström holds the degree of Master of Science in Economics.
Lori Cross has been a member of the Board since 2010. Ms. Cross’ most important simultaneous positions include
acting as the President and Founder of MindSpan Consulting LLC, as a member of the Boards of M3 Solutions Inc.,
89
Electrosonic Group Oy Ab, NeuroMatrix LLC, Wall Family Enterprise Inc., Center for Advanced Studies in Business
Inc. and Anesthesia Patient Safety Foundation (past membership), and as Adjunct Professor of Strategy at University of
Wisconsin, Duke University Corporate Education. Previously Ms. Cross has acted, among others, as Executive Vice
President of VIASYS Healthcare; VIASUS Healthcare Inc., as Executive Vice President of VIASYS Neurocare, and as
Group President of GE Medical, Instrumentarium. Ms. Cross holds the degree of Master of Science in Engineering.
Esa Ikäheimonen has been a member of the Board since 2011. Mr. Ikäheimonen acts as the CFO of Transocean Ltd.
Previously Mr. Ikäheimonen has acted, among others, as the CFO of Seadrill Management AS, as CEO of Asia
Offshore Drilling Ltd., as CFO of Pöyry Plc, as Vice President Finance of Shell Africa, as Vice President Finance of
Shell Middle East, as Finance and Commercial Director of Shell Qatar, as Director Strategy and Portfolio of Shell
Europe, as Director Finance of Shell Scandinavia, and as Head of Planning and Analysis of Shell UK E&P. Mr.
Ikäheimonen holds the degree of Master of Laws.
Daniel Meyer has been a member of the Board since 2013. Mr. Meyer acts as Executive Vice President of Bayer
Group. Previously Mr. Meyer has acted in various positions in the Bayer Group since 1992, most recently as Executive
Vice President, Head of the business unit Coatings, Adhesives and Specialties; Head of Industrial Marketing; Head of
Development Businesses & Functional Films as well as Head of Regions NAFTA and Latin Americas. In 2008, he was
President and CEO of Lyttron GmbH, a startup of the Bayer Group. Mr. Meyer holds HND in international trade.
Anders Moberg has been a member of the Board since 2009. Mr. Moberg’s most important simultaneous positions
include acting as the Chairman of the Boards of OBH Nordica AB, Biva A/S and Clas Ohlson AB, and as a member of
the Boards of Clas Ohlson AB, Amor GmbH, Rezidor AB, ITAB AB, Hema B.V., Zeta Display AB, Byggmax,
Husqvarna AB and DFDS A/S. Previously Mr. Moberg has acted, among others, as CEO of Majid Al Futtaim Group, as
the President and CEO of Royal Ahold and as Adjunct Professor at Copenhagen Business School.
Markus Rauramo has been a member of the Board since 2014. Markus Rauramo is Executive Vice President, Heat,
Electricity Sales & Solutions division and member of the Management team of Fortum Corporation since 2012. He has
worked in several senior positions at Stora Enso Oyj, latest as CFO and member of the Group Executive Team during
2008–2012. He is a member of the Board of Wärtsilä Corporation and Teollisuuden Voima Oyj Abp and previously he
has acted as a member of the Board of Oy Proselectum AB and member of the Supervisory Board of Kemijoki Oy.
Panu Routila has been a member of the Board since 2014. Mr Routila is the President and CEO of Ahlström Capital
Oy. He has previously held various senior executive positions, most recently as CEO of Alteams Oy, part of
Kuusakoski Group Ltd, in 2002-2007, and prior to that in Outokumpu and Partek. He is Chairman of the Board at
Vacon Plc, Enics AG, AC Cleantech Management Oy and a board member at ÅR Packaging Group AB and Ripasso
Energy AB.
The Board considers the Board members independent from its significant shareholders, except for Panu Routila who is
the CEO of the Company’s significant shareholder Ahlström Capital Oy.
Business Address
The business address of the members of the Board, the President and CEO (the “CEO”), and the Executive
Management Team (the “EMT”) is P.O. Box 329, FI-00101 Helsinki, Finland.
Conflict of Interest
To the knowledge of Ahlstrom, the members of the Board, the EMT or the CEO do not have any conflicts of interests
between their duties relating to Ahlstrom and their private interests and/or their other duties.
Corporate Governance
In its corporate governance, Ahlstrom complies with applicable laws and regulations, its Articles of Association and the
Finnish Corporate Governance Code (the “Code”). The Code was issued by the Securities Markets Association in 2010
and is available at www.cgfinland.fi.
The Corporate Governance Statement 2013 has been prepared in accordance with Chapter 7, Section 7 of the Securities
Markets Act and Recommendation 54 of the Code. The statement has been approved by the Company’s Audit
Committee and examined by the Company’s auditor. The Report of operations for 2013 is included in the Annual
Report 2013.
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Board Committees
The Board annually appoints an Audit Committee and may also appoint other permanent committees if considered
necessary at its constitutive meeting following the General Meeting. In addition to the Audit Committee, the
Company’s Board appoints a Human Resources Committee. The duties and working procedures of the committees shall
be defined by the Board in the charters confirmed for the committees. The committees regularly report on their work to
the Board. In addition to Committees, the Company has a Shareholders' Nomination Board.
Audit Committee
The Audit Committee consists of 3–4 Board members, all of which shall be independent of the Company and shall have
the qualifications necessary to perform the responsibilities of the committee. At least one member shall have expertise
specifically in accounting, bookkeeping or auditing. The expertise may be based on, e.g. experience in corporate
management. According to its Charter, the Audit Committee assists the Board in fulfilling its supervisory
responsibilities. The Audit Committee also makes recommendations to the Board. The Board has authorized the Audit
Committee to make decisions in matters related to profit warnings, the detailed content of interim reports, the internal
audit and internal audit plans as well as certain company policies. In addition, the Audit Committee makes
recommendations for the election and removal of the external auditors and for their compensation and approves the
external auditors’ audit plan based on the auditors’ proposal. Among its other duties, the Audit Committee reviews and
monitors the financial reporting process, the effectiveness of the system of internal control and risk management, the
audit process, and the Company’s process for monitoring compliance with laws and regulations and its own code of
business conduct. The committee ensures that the Board is aware of matters which may significantly impact the
financial conditions or affairs of the business. In performing its duties, the committee will maintain effective working
relationships with the Board, management, and the internal and external auditors.
As from March 25, 2014, the members of the Audit Committee have been Esa Ikäheimonen (Chairman), Lori J. Cross,
Markus Rauramo and Panu Routila. All of them are independent of the Company and its significant shareholders,
except for Panu Routila, who is the CEO of the Company’s significant shareholder Ahlström Capital Oy. All of the
members of the Audit Committee have expertise in accounting, bookkeeping or auditing.
Human Resources Committee
The Human Resources Committee consists of three Board members, a majority of which shall be independent of the
Company. According to its Charter, the Human Resources Committee assists the Board in ensuring that all human
capital related topics, such as ethics and values, resourcing strategy, competence and performance management as well
as compensation arrangements, support the strategic aims of the business and enable the recruitment, development,
motivation and retention of key personnel while complying with regulatory and governance requirements, and
satisfying the expectations of shareholders. The Committee further provides guidance in human capital related corporate
responsibility matters. The Committee shall also ensure that compensation arrangements focus on achieving long-term
business objectives and growth in shareholder value. In satisfying this requirement, the Committee shall prepare, review
and in specific cases approve incentive arrangements.
As from March 25, 2014, the members of the Human Resources Committee have been Pertti Korhonen (Chairman),
Robin Ahlström and Anders Moberg. All of them are independent of the Company.
Shareholders' Nomination Board
The Shareholders' Nomination Board prepares proposals to the AGM for the election and remuneration of the members
of the Board and the remuneration of the Board committees and the Nomination Board. The Nomination Board
comprises representatives of the three largest shareholders of Ahlstrom as of May 31, and in addition, the Chairman of
the Company's Board and a person nominated by the Company's Board as members.
The following persons have been nominated as members of the Nomination Board: Thomas Ahlström (Ahlström
Capital Oy and the shareholders listed below), Alexander Ehrnrooth (Vimpu Intressenter Ab and Belgrano Investments
Oy) and Risto Murto (Varma Mutual Pension Insurance Company). Pertti Korhonen, Chairman of the Board, and
Anders Moberg, member of the Board, are also members of the Nomination Board.
Holdings by a group of shareholders who have agreed to nominate a joint representative to the Nomination Board have
been summed up when calculating the share of all the voting rights, provided that the shareholders in question have
presented a joint written request to that effect together with a copy of such an agreement to the Chairman of the Board
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no later than May 30, 2014. By this deadline, two such agreements were made. The combined shareholding of Ahlstrom
Capital Oy, Peter Seligson, Niklas Lund, Johan Gullichsen, Kasper Kylmälä, Michael Sumelius and Carl Ahlström
amounted to 8,234,635 (17.6%). The combined shareholding of Vimpu Intressenter Ab and Belgrano Investments Oy
totaled 5,450,000 (11.7%).
The shareholding of Varma Mutual Pension Insurance Company amounted to 1,532,200 (3.3%).
On June 6, 2014, the organization meeting of the Nomination Board elected Pertti Korhonen amongst its members as
Chairman. The Nomination Board will give its proposals to the Board by January 31, 2015 at the latest.
President and CEO
The CEO is in charge of the executive management of the Company. He is accountable to the Board for the
achievement of the goals, plans, policies and objectives set by the Board. He prepares matters to be decided on by the
Board and carries out the decisions of the Board. The CEO is the Chairman of the EMT. The CEO’s contract has been
made in writing and approved by the Board.
Marco Levi has acted as CEO as from June 16, 2014. Mr. Levi replaced Jan Lång who acted as CEO of the Company
since 2009. Previously Mr. Levi acted as Senior Vice President and Business President of Emulsion Polymers at Styron
Group. Prior to that, he has held various senior management positions at the Dow Chemical Company.
Executive Management Team
The EMT consists of the CEO as well as business area and functional leaders. The members of the EMT are proposed
by the CEO and appointed by the Board. The members of the EMT report to the CEO. The role of the EMT is to
support the CEO in performing his duties and to align the business organization and functions. Within the framework
given by the Board, the EMT monitors business performance and risk management, reviews investment proposals,
business and annual plans as well as incentive plans before their presentation to the Board, implements strategy and
direction, initiates actions and establishes policies and procedures. The EMT members receive monthly reports on the
performance of the Company’s businesses.
Name
Year born
Position
Appointed
Marco Levi
1959
President and CEO
2014
Sakari Ahdekivi
1963
Chief Financial Officer
2014
Paula Aarnio
1958
Executive Vice President, HR & Sustainability
2009
Roberto Boggio
1968
Executive Vice President, Medical
2014
Ulla Bono
1970
Executive Vice President Legal, General Counsel
2014
Omar Hoek
1969
Executive Vice President, Food
2014
Fulvio Capussotti
1972
Executive Vice President, Advanced Filtration
2013
Jari Koikkalainen
1965
Executive Vice President, Transportation Filtration and Sales 2013
region, Asia
Arnaud Marquis
1971
Executive Vice President, Building and Energy
Rami Raulas
1961
Executive Vice President, Sales region, Europe, Middle East and 2009
India
William Casey
1959
Executive Vice President, Sales region, Americas
2014
Luc Rousselet
1957
Executive Vice President, Supply Chain
2011
Paul H. Stenson
1962
Executive Vice President, Technology and Strategy Development
2011
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2014
Marco Levi. For further information, see section “President and CEO” above.
Sakari Ahdekivi joined the Company in 2014. He acts as Chief Financial Officer and has been a member of the EMT
since 2014. Previously Mr. Ahdekivi has acted as Managing Director at Tamro Finland and Baltics. He has also held
CFO positions at Tamro, YIT, and Huhtamäki.
Paula Aarnio joined the Company in 2009. She acts as Executive Vice President of HR & Sustainability, and has been
a member of the EMT since 2009. Previously Ms. Aarnio has acted, among others, as Executive Vice President of HR
at Uponor Corporation, as Human resources Director of Oy Karl Fazer Ab and in various positions at Neste/Fortum
Corporation. Ms. Aarnio holds the degree of Master of Science in Engineering.
Roberto Boggio joined the Company in 1998. He acts as Executive Vice President of the Medical business area and has
been a member of the EMT since 2014. At Ahlstrom he has previously worked as Vice President, Supply Chain and he
has held positions such as Vice President, Asia, Filtration and plant manager and engineering team member in
Filtration.
Ulla Bono joined the Company in 2014. She acts as Executive Vice President Legal, General Counsel, and has been a
member of the EMT since 2014. Previously Ms. Bono has acted in various positions at Pöyry PLC, such as General
Counsel of Industry Group. Prior to Pöyry, she has worked as Legal Counsel at Ahlstrom during 2001–2005. Ms. Bono
holds the degree of Licentiate of Laws with court training.
Omas Hoek joined the Company in 2011. He acts As Executive Vice President of the Food business area and he has
been a member of the EMT since 2014. Prior to joining Ahlstrom, Mr. Hoek has held several senior management roles
at Newell Rubbermaid, Avery Dennison and Bell Textron / HESUSA.
Fulvio Capussotti joined the Company in 2002. He acts as Executive Vice President of Advanced Filtration, and has
been a member of the EMT since 2013. Previously Mr. Capussotti has acted, among others, as Product Manager of
Solvay, as Sales and Technical Manager of Rasmussen and as R&D Manager of Solvay. Mr. Capussotti holds the
degree of Master of Science in Chemical Engineering.
Jari Koikkalainen joined the Company in 2013. He acts as Executive Vice President of Transportation Filtration and
Sales region, Asia, and has been a member of the EMT since 2013. Previously Mr. Koikkalainen has acted, among
others, as Area President of Pulp, Paper & Power of Metso Paper China Co., as Senior Vice President of Sales &
Marketing, Metso Paper Inc., as Vice President of Stock Preparation, Metso Paper Inc., as Vice President of
Technology, Sunds Defibrator AB and as Technical Director, Stock Preparation, Sunds Defibrator Oy (1993–1997). Mr.
Koikkalainen holds the degrees of Master of Science in Engineering and Executive Master of Business Administration.
Arnaud Marquis joined the Company in 1995. He acts as Executive Vice President of Building and Energy and has
been a member of the EMT since 2014. Before his appointment to the EMT, Mr. Marquis has been Vice President,
Marketing and Commercial, Building and Energy (2012–2014), Vice President, Marketing & Commercial, Specialties
and Wallcover (2008–2012) and plant manager of Ahlstrom Brignoud (2002–2008).
Rami Raulas joined the Company in 2009. He acts as Executive Vice President, Sales region Europe, Middle East and
India, and has been a member of the EMT since 2009. Previously Mr. Raulas has worked for Meadville Enterprises
(HK) Ltd and acted among others, as Senior Vice President of Sales & Marketing in Aspocomp Group and in various
managerial positions in sales and marketing e.g. in Fujitsu Siemens Computers. Mr. Raulas holds a degree of Master of
Science in Economics.
William Casey joined the Company in 2010. Mr. Casey acts as Executive Vice President, Sales region, Americas.
Previously Mr. Casey has been Vice President, Sales, Americas of Ahlstrom. He has also held several senior positions
in Shawmut and Freudenberg Nonvowens. Mr.Casey holds a B.Sc. (Chem. Eng.) and MBA.
Luc Rousselet joined the Company in 2011. He acts as Executive Vice President of Supply Chain, and has been a
member of the EMT since 2011. Previously Mr. Rousselet has acted, among others, in various positions at 3M group
such as Supply Chain & Distribution Director in France, Manufacturing Operations Manager in the US, Lean Six Sigma
Master Black Belt in Europe, and several Site Manager positions between 1991 and 2011. Mr. Rousselet holds the
degree of Master in Business Administration and Chemical Engineering.
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Paul H. Stenson joined the Company in 2011. He acts as Executive Vice President of Technology and Strategy
Development, and has been a member of the EMT since 2011. Previously Mr. Stenson has acted in various senior
executive technology positions at Valspar Corporation between 1993 and 2011 in the United States and Europe, most
recently as Divisional Vice President Technology, Global Packaging and Industrial Coatings (Europe). Mr. Stenson
holds the degree of Doctor of Philosophy in Organic Chemistry.
Significant Shareholders
To the extent known to the Issuer, the Issuer is not directly or indirectly owned or controlled by any person for the
purposes of Chapter 2, Section 4 of the Finnish Securities Markets Act, and the Issuer is not aware of any arrangement
the operation of which may result in a change of control of the Issuer.
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FINNISH TAXATION
The following summary is based on the tax laws of Finland as in effect on the date of this Listing Prospectus, and is
subject to changes in Finnish law, including changes that could have a retroactive effect. The following summary is not
exhaustive and does not take into account or discuss the tax laws of any country other than Finland. The following does
not address tax considerations applicable to investors that may be subject to special tax rules. Such investors include,
among others, tax exempt entities and general or limited partnerships. Prospective investors are advised to consult
their own professional tax advisors as to the tax consequences relating to investment in the Notes.
Interest paid to the Notes by the Issuer is subject to tax in accordance with the Finnish tax laws and regulations. The
Company (or a Finnish credit institution, broker or a Finnish branch of a foreign credit institution) is liable to withhold
tax on interest paid in accordance with applicable laws and regulations as well as guidelines issued by tax authorities.
If the recipient of interest paid on the Notes is an individual residing in Finland or an undistributed estate of a deceased
Finnish resident, such interest is subject to a preliminary withholding tax in accordance with the Finnish Withholding
Tax Act (Fi: ennakkoperintälaki) (1118/1996, as amended) and final taxation as capital income in accordance with the
Finnish Income Tax Act (Fi: tuloverolaki) (1535/1992, as amended). The current rate of tax withholding is 30 per cent.
The capital income tax rate is currently 30 per cent (32 per cent of the capital income exceeding EUR 40,000, although
there is a plan pending to lower threshold to EUR 30,000 and raise the higher rate to 33 per cent). The Act on Source
Tax on Interest Income (Fi: laki korkotulon lähdeverosta) (1341/1990, as amended) is not applicable to the Notes.
If Notes are disposed during the loan period, any capital gain as well as accrued interest received (secondary market
compensation) is taxed as capital income of an individual residing in Finland or an undistributed estate of a deceased
Finnish resident. The Company or a securities dealer shall deduct a preliminary withholding tax from the secondary
market compensation paid to an individual residing in Finland or an undistributed estate of a deceased Finnish resident.
In case the purchaser of the Notes is liable to pay the interest accrued from the Issue Date until the payment date of the
subscription in connection with acquisition of the Notes in the secondary market (secondary market compensation), the
purchaser is entitled to deduct the paid interest from the taxable income of the year of subscription.
If the recipient of interest paid on the Notes is a corporation, as defined in the Finnish Income Tax Act, residing in
Finland, such interest is subject to final taxation of the recipient corporation in accordance with the Finnish Business
Income Tax Act (Fi: laki elinkeinotulon verottamisesta) (360/1968, as amended). The current rate of corporate income
tax is 20 per cent.
Payment of interest to a recipient, who is neither a resident in Finland nor engaged in trade or business in Finland
through a permanent establishment for income tax purposes, is not subject to Finnish withholding tax.
The Holders are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of
the Notes.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been incorporated by reference to this Listing Prospectus and they form part of the
financial information of Ahlstrom. They are available on the Issuers website at www.ahlstrom.com.
Document
Information incorporated by reference
Interim Report January – June 2014
Interim report as at and for the six month period ended June 30, 2014
Financials 2013, pages 2–62
Report of operations and financial statements as at and for the financial year
ended December 31, 2013
Financials 2013, page 63
Auditor’s report for the year 2013
Annual Report 2012, pages 25–92
Report of operations and financial statements as at and for the financial year
ended December 31, 2012
Annual Report 2012, page 93
Auditor’s report for the year 2012
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DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION
In addition to the documents incorporated by reference, the Issuer’s Articles of Association and Extract from the
Finnish Trade Register concerning the Issuer, and the English language Agency Agreement (as defined in the Terms
and Conditions of the Notes), may be inspected during the loan period at the head office of the Issuer, Alvar Aallon katu
3 C, 00100 Helsinki, Finland on weekdays from 9:00 am to 4:00 pm. In order to ensure the best possible service,
persons wishing to examine the documents referred to in this section are kindly requested to notify the Issuer of their
visit in advance by telephone +358 (0)10 8880.
The Issuer publishes annual reports, including its audited consolidated financial statements, quarterly interim financial
information and other information as required by the Helsinki Stock Exchange. All annual reports, interim reports and
stock exchange releases are published in Finnish and English. Copies of these documents can be obtained from the
Issuer at Alvar Aallon katu 3 C, 00100 Helsinki, Finland and the Issuer’s website at www.ahlstrom.com.
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