Instructions to Shareholders*
How do I accept the tender offer?
Your book-entry account operator or asset manager will send you an acceptance form and instructions on how to accept the tender offer. Please follow those instructions. Please remember to submit the approval form within the specified deadline.
I haven’t received instructions from my book-entry account operator or asset manager. What should I do?
If you have not received instructions from your book-entry account operator or asset manager, please contact your book-entry account operator or asset manager. Secondarily, you can contact Danske Bank A/S, Finland Branch by sending an email to: email@example.com.
Can I tender only a part of my shares?
You may only accept the tender offer unconditionally and with respect to all the shares held in the book-entry account for which you are accepting the tender offer at the time of completion of the tender offer. The tender offer must be accepted separately for each book-entry account.
Is there a charge for accepting the tender offer?
PPG is liable for customary costs caused by the registration of entries in the book-entry system required by the tender offer, the execution of trades pertaining to the shares pursuant to the tender offer and the payment of the offer price.
However, each shareholder of Tikkurila is liable for any payments that, based on an agreement made with the shareholder, an account operator may charge as well as for any fees and commissions charged by account operators, custodians, custodial nominee account holders or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of the shares.
The receipt of cash pursuant to the tender offer by a shareholder of Tikkurila may be a taxable transaction for such shareholder under applicable tax laws, including those of the country of residence/domicile of the shareholder. Any tax liability arising for a shareholder of Tikkurila from the receipt of cash pursuant to the tender offer will be borne by such shareholder. Each shareholder of Tikkurila is urged to consult its independent professional adviser regarding the tax consequences of accepting the tender offer.
When will I receive payment for my shares?
The offer price will be paid on or about the completion date for the tender offer, which is preliminarily expected to be on 19 March 2021, to each shareholder of Tikkurila who has validly accepted, and not validly withdrawn, the tender into the management account of the shareholder’s book-entry account. The actual time of receipt of the payment by the shareholder will depend on the schedules for payment transactions between financial institutions and agreement between the holder and account operator, custodian or nominee in each case.
In the event of a subsequent offer period, PPG will, in connection with the announcement thereof, announce the terms of payment and settlement for the shares tendered during the subsequent offer period. The sale and purchase of the shares validly tendered in accordance with the terms and conditions of the tender offer during the subsequent offer period will, however, be executed within not more than two (2)-week intervals.
PPG reserves the right to postpone the payment of the offer price if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.
Can I withdraw my acceptance?
You may withdraw your acceptance at any time before the expiration of the offer period (including any extended or discontinued extended offer period) until the time that PPG declares the tender offer to be unconditional, which occurs when all of the conditions to the completion of the tender offer have been fulfilled or waived by PPG. After such announcement, you may not withdraw the shares that you have tendered prior to the expiration of the offer period (including any extended or discontinued extended offer period) except in the event that a third party announces a competing public tender offer for the shares before the completion of PPG’s tender offer.
A valid withdrawal of shares tendered in the tender offer requires that a withdrawal notification be submitted in writing to the account operator to whom the original acceptance form was submitted. For nominee-registered shares, shareholders must request that the relevant custodial nominee account holder executes a withdrawal notification.
A shareholder of Tikkurila who has validly withdrawn its acceptance of the tender offer may accept the tender offer again during the offer period (including any extended or discontinued extended offer period). A shareholder of Tikkurila who withdraws its acceptance is obligated to pay any fees that the account operator operating the relevant book-entry account or the custodial nominee account holder may collect for the withdrawal.
If PPG extends the offer period in connection with the announcement of the final results of the tender offer, the acceptance of the tender offer during such subsequent offer period will be binding and cannot be withdrawn, unless otherwise required by law.
Where can I get more information about how to accept?
For more information, see the tender offer document available at https://tenderoffer-tikkurila.ppg.com and https://danskebank.fi/tikkurila-en. Please contact your book-entry account operator or asset manager regarding any issues with accepting the tender offer. Secondarily, you can contact Danske Bank A/S, Finland Branch by sending an email to: firstname.lastname@example.org.
* This page contains only a summary of instructions to shareholders. Please see the tender offer document for more detailed information.