The Finnish State and Partita Oy, as the largest shareholders of Sponda holding in the aggregate 61.6 percent of Sponda’s shares and voting rights, have announced that they will vote for the rights issue of shares in the extraordinary general meeting of shareholders. The Board of Directors of the company has resolved to convene an extraordinary general meeting of shareholders on December 14, 2000 at 9.00 am.
After the completion of the share exchanges on approximately December 14, 2000 Sponda’s ownership of Castrum will exceed two-thirds, as specified in Chapter 6, Section 6 of the Securities Markets Act, and Sponda shall have the duty to make an offer to redeem the remainder of the issued shares and stock options of Castrum. If the share exchanges will be carried out, the publishing of the share exchanges shall be taken into consideration as a special circumstance in accordance with the Chapter 6, Section 7, Subsection 1 of the Securities Markets Act. Therefore, the redemption price shall be the average price paid for the security during the 12 months preceding the publishing of the share exchanges, November 29, 2000 weighted by the volume of trade.
Accordingly, the redemption price per share will be 88 cents and the redemption price per stock option will be 10 euros.
If the share exchanges will be completed, a redemption offer shall commence on December 18, 2000 and end on January 18, 2001. A redemption offer document, which will include the terms and conditions of the redemption offer, shall be published after the approval thereof by the Financial Supervision approximately on December 15, 2000.
If the share exchanges will be carried out, ownership of Sponda in Castrum will exceed nine-tenths of share capital and voting rights. Sponda intends to demand the redemption of the remainder of the issued shares of Castrum in accordance with Chapter 14, Section 19 of the Companies Act, after the redemption offer according to the Securities Markets Act has ended, with the aim to obtain 100 percent holding of Castrum and delist Castrum’s shares.