SPONDA PLC Stock Exchange Release 9 January 2007 at 9:25 a.m.
Not for release, publication or distribution, directly or indirectly, in or into
Australia, Canada, Japan or the United States.
BOARD OF DIRECTORS OF SPONDA PLC HAS DECIDED ON A NEW ISSUE
The Board of Directors of Sponda Plc has decided today, based on the share issue
authorization granted by the Extraordinary General Meeting of January 5, 2007, on
a new issue in which a maximum of 31,722,910 new shares shall be offered to be
subscribed for by shareholders, at a subscription price of EUR 7.80 per share.
Provided that the issue is fully subscribed for, EUR 247,438,698 will be raised
through the issue.
The shareholders shall have a pre-emptive right to subscribe for new shares, with
a nominal value of one (1) euro, in proportion to their current shareholding in
the company. A shareholder who is registered in the company's shareholders'
register maintained by the Finnish Central Securities Depository Ltd on the
record date of the offering on January 12, 2007, or a shareholder whose shares
are nominee registered on the record date in the shareholders' register
maintained by the Finnish Central Securities Depository Ltd, will automatically
receive one freely transferable subscription right as a book-entry for every
share owned.
For every five (5) subscription rights, the shareholder or person or entity to
whom the shareholders' subscription rights have been transferred, will be
entitled to subscribe for two (2) new shares. The subscription rights will trade
on the Helsinki Stock Exchange from January 17, 2007 until January 26, 2007.
The share subscription period commences on January 17, 2007, and expires at 5:00
p.m., Finnish time on February 2, 2007.
Merrill Lynch International and Nordea Bank Finland Plc will act as the joint
global coordinators and joint bookrunners for the offering.
Based on the share issue authorization granted by the Extraordinary General
Meeting, the Board of Directors is entitled to organize a secondary placement
after the expiry of the shareholders' pre-emptive subscription right on February
2, 2007.
The joint global coordinators and the company may separately agree on the
placement of offer shares that have not been subscribed for during the
subscription period. The joint global coordinators may, either (i) use their
reasonable efforts to procure subscribers for the remaining offer shares; or (ii)
in the sole discretion of the joint global coordinators, subscribe for the
remaining offer shares and sell such remaining offer shares, in each case, on the
market or through a book-building process. In such case, the subscription price
to be paid to the company for such remaining offer shares shall be EUR 7.80 per
remaining offer share.
The joint global coordinators shall pay the net proceeds of any such sale
(proceeds from the sale of any remaining offer shares less the subscription
price, the fees of the joint global coordinators, any transfer tax and other
costs) to the holders of the unexercised rights that had entitled the holders
thereof to subscribe for such remaining offer shares. It is expected that the net
proceeds will be paid on or about February 13, 2007.
The company intends to use the net proceeds from the offering to repay some of
the short-term loan that was put in place to finance the acquisition of all of
the shares of Kapiteeli Plc.
The specific terms and conditions of the offering are set out in the appendix to
this stock exchange release.
The offering circular relating to the offering will be published on or about
January 10, 2007.
In the placing agreement entered into between the company and the joint global
coordinators of the offering, the company and its affiliates have agreed on
transfer restrictions specified in more detail in the said agreement regarding
the company's shares and other instruments entitling to such shares and other
restrictions concerning arrangements that will lead to a corresponding conclusion
when completed. In addition, the company has agreed not to issue new shares or
any securities entitling to subscribe for the company's shares. These
restrictions will be in force during the period commencing on January 9, 2007 and
ending 180 days from the date of the listing of the offer shares on the Helsinki
Stock Exchange. No exceptions to the restrictions may be made without prior
written consent of the joint global coordinators. The restrictions are not
applicable to acquiring or selling shares based on the authorization granted by
the Annual General Meeting of 29 March 2006 of the company, or to a renewal of
this authorization.
The State of Finland has agreed to corresponding transfer restrictions regarding
the shares owned by it and other restrictions concerning arrangements that will
lead to a corresponding conclusion when completed. These restrictions will be in
force during a period commencing on January 9, 2007 and ending 90 days from the
date of the listing of the offer shares on the Helsinki Stock Exchange. No
exceptions to the restrictions may be made without the prior written consent of
the joint global coordinators.
Helsinki, January 9, 2007
Sponda Plc
The Board of Directors
Further information:
President and Chief Executive Officer Kari Inkinen, tel. +358 9 6805 8202 or
+358 400 402 653
Chief Financial Officer Robert Öhman, tel. +358 9 6805 8206 or +358 40 540 0741
The information contained herein is not for release, publication or distribution,
directly or indirectly, in or into Australia, Canada, Japan or the United States.
This release does not constitute an offer to sell subscription rights or shares
in Australia, Japan, Canada or the United States (save for exemption regarding
the private placement). The shares referred to in the release may only be offered
or sold in the United States pursuant to an exemption from registration
requirements as provided for in the U.S. Securities Act of 1933, or in a
transaction not subject to U.S. Securities Act of 1933 or any applicable laws of
the states of the United States. There is no intention to register this offering
or any portion of it in the United States or to conduct a public offering of the
shares in the United States.
This release does not constitute a direct or indirect offer to sell or acquire
securities, nor shall there be any sale of the shares in any jurisdiction in
which such offer or sale would be unlawful prior to registration of the shares,
exemption from registration requirement or other qualification under the
securities laws of any such jurisdiction.
This release does not constitute an offer of securities to the public in the
United Kingdom. No offering circular has been or will be registered in the United
Kingdom in respect of the securities, and consequently, the offering is directed
only to persons who (i) are outside the United Kingdom or (ii) are persons
falling within Article 19(5) ("investment professionals") of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons
together being referred to as "relevant persons"). This release or any of its
contents must not be acted on or relied on by persons who are not relevant
persons.
Merrill Lynch and Nordea are acting for Sponda and for no-one else in connection
with the offering and will not be responsible to anyone other than Sponda for
providing the protections afforded to the respective clients of Merrill Lynch or
Nordea nor for providing any advice in relation to the offering.
APPENDIX
TERMS AND CONDITIONS OF THE OFFERING
On January 5, 2007, the Extraordinary General Meeting of Sponda authorized the
company's Board of Directors to decide on a new issue in which the shareholders
shall have the pre-emptive right to subscribe for new shares with a nominal value
of EUR 1.00 per share in proportion to their current shareholding in the company.
The number of new shares issued based on the authorization may not exceed
79,307,275 shares. The Board of Directors was authorized to decide upon other
terms of the offering. The authorization includes a right to decide, secondarily,
on the offering of the remaining offer shares, if any, in a rump placement to
investors and/or the joint global coordinators.
On January 9, 2007, the Board of Directors of the company has resolved, based on
the authorisation of the Extraordinary General Meeting, to issue a maximum of
31,722,910 new offer shares as set forth in these terms and conditions of the
offering.
As a result of the offering, the share capital of the company may increase from
EUR 79,307,275 to a maximum of EUR 111,030,185, and accordingly the total number
of the company's shares may increase from 79,307,275 shares to a maximum of
111,030,185 shares. The offer shares in the offering represent 40 percent of the
total shares and the voting rights of the company prior to the offering.
Right to subscribe
The offer shares will be offered for subscription to the shareholders of the
company in proportion to their shareholding in the company.
The record date for the offering is January 12, 2007.
A shareholder who is registered in the company's shareholders' register
maintained by the Finnish Central Securities Depository Ltd (the "FCSD") on the
record date or a shareholder whose shares are nominee registered on the record
date in the shareholders' register maintained by the FCSD, will automatically
receive one (1) freely transferable right as a book-entry (ISIN code
FI0009503007) for every share owned on the record date.
A shareholder, or a person or an entity to whom such shareholder's rights have
been transferred, is entitled to subscribe for two (2) offer shares for every
five (5) rights. No fractions of shares will be allotted.
Subscription price
The subscription price is EUR 7.80 per offer share.
According to the decision made by the Board of Directors, EUR 1.00 of the
subscription price shall be entered into the share capital of the company and the
remaining amount into the paid-up unrestricted equity reserve.
Subscription period
The subscription period will commence on January 17, 2007, and expire at 5:00
p.m. Finnish time on February 2, 2007. The places of subscription will accept
subscription assignments during their normal business hours.
Account operators and custodians may ask their customers to submit their
subscriptions at an earlier date than the end of the rights trading period.
Places of subscription
Subscriptions can be made at the branches of Nordea Bank Finland Plc, the offices
of Nordea Private Banking, as well as through Nordea Customer Service by phone
with bank codes, tel. +358 200 3000 (Finnish) and tel. +358 200 5000 (Swedish).
In addition, subscriptions may be submitted to the account operators and
custodians who have an agreement with Nordea Bank Finland Plc.
Exercise of rights
A shareholder or other investor may participate in the offering by subscribing
for offer shares pursuant to the rights registered on his or her book-entry
account and by paying the subscription price. In order to participate in the
offering, a shareholder or other investor must submit a subscription assignment
in accordance with the instructions given by his or her own custodian or account
operator.
Shareholders and other investors participating in the offering, whose shares or
rights are held through a nominee (or other custodian), must submit their
subscription assignments in accordance with the instructions given by their
custodial nominee account holders. Any exercise of the rights is irrevocable and
may not be modified or cancelled otherwise than as stated in the section below
entitled "Cancellation of subscriptions under certain circumstances".
Any unexercised rights will expire at the end of the subscription period on
February 2, 2007.
Placement of remaining offer shares
The joint global coordinators and the company may separately agree on the
placement of offer shares that have not been subscribed for during the
subscription period. The joint global coordinators may, subject to the
satisfaction of conditions as set forth in the placing agreement and such
separate agreement with the company, if any, either (i) use their reasonable
efforts to procure subscribers for the remaining offer shares, or (ii) in the
sole discretion of the joint global coordinators, subscribe for the remaining
offer shares and sell such remaining offer shares, in each case, on the market or
through a book-building process. In such case, the subscription price to be paid
to the company for such remaining offer shares shall be EUR 7.80 per remaining
offer share and EUR 1.00 of the subscription price shall be paid to the company's
share capital and the remaining part to the company's paid-up unrestricted equity
reserve.
The joint global coordinators shall pay the net proceeds of any such sale
(proceeds from the sale of any remaining offer shares less the subscription
price, the fees of the joint global coordinators, any transfer tax and other
costs) to the holders of the unexercised rights that had entitled the holders
thereof to subscribe for such remaining offer shares. It is expected that the net
proceeds will be paid on or about February 13, 2007.
The holder of rights may, at will, refuse the receipt of the net proceeds by
notifying their account operators in writing thereof within the subscription
period.
However, inasmuch as any sale or subscription of the remaining offer shares is
subject to a further supplementary agreement by and among the joint global
coordinators and the company and is also subject to market conditions, there can
be no assurance of the sale or subscription of such remaining offer shares.
Therefore, the holders of any unexercised rights may not receive any proceeds in
relation thereto. The joint global coordinators may undertake the procedure
described above with respect to expired rights without the consent of the holder
of the rights. The joint global coordinators have no obligation to sell or
procure subscribers for the remaining offer shares and the joint global
coordinators may, with the company's consent, accept offers lower than the market
price for the remaining offer shares. The company shall approve any final sales
of the remaining offer shares and the subscriptions.
Cancellation of subscriptions under certain circumstances
Investors, who have undertaken to subscribe for the offer shares, are entitled to
cancel their subscription according to the Finnish Securities Market Act in the
event that the offering circular is supplemented due to a material mistake or
inaccuracy relating to the information in the offering circular, which could
affect the assessment of the offer shares. The subscription must be cancelled
within two (2) banking days from the publication of the supplement to the
offering circular. The Financial Supervision Authority has a right to decide that
the cancellation period is at least four (4) banking days. The cancellation right
may only be used if the investor has undertaken to subscribe for the offer shares
prior to the publication of the supplement to the offering circular and the
supplement is published between the time the offering circular was approved by
the FSA and the time when trading with the interim shares begins. The procedure
allowing for the cancellation of subscriptions will be announced together with
any such supplement to the offering circular through publishing a stock exchange
release.
Public trading of the rights
The rights are freely transferable and will be publicly traded on the Helsinki
Stock Exchange from January 17, 2007. The public trading of the Rights will end
on January 26, 2007. The available price on the Helsinki Stock Exchange for the
rights will be determined in market trading. The rights may be acquired or
transferred by giving purchase or sell orders to the holder's own custodian or
account operator or to any broker.
The trading symbol of the rights is SDA1VU0107.
Payment for the subscriptions
The subscription price of the offer shares subscribed for in the offering shall
be paid in full at the time of subscription in accordance with the instructions
given by the place of subscription or the relevant custodian or account operator.
Approval of the subscriptions
The Board of Directors of the company will approve all subscriptions pursuant to
the rights made in accordance with these terms and conditions of the offering and
applicable laws and regulations and valid at the end of the subscription period.
The company will publish the final result of the offering in a stock exchange
release on or about February 7, 2007.
Registration of the shares to the book-entry accounts and trading with the offer
shares
The offer shares subscribed for in the offering will be issued in book-entry form
in the book-entry system maintained by the FCSD. The offer shares will be
recorded on the subscriber's book-entry account after the approval of the
subscription as interim shares (ISIN code FI0009015051, trading under the symbol
SDAVN0107) representing the offer shares. Trading in such interim shares will
commence on the first trading day following the expiration of the subscription
period on or about February 5, 2007.
The interim shares will be combined with the company's existing class of shares
(ISIN code FI0009006829, trading under the symbol SDA1V) when the increase of the
share capital has been registered with the Trade Register. Such combination is
expected to occur on or about February 9, 2007. The offer shares are freely
transferable.
Shareholder rights
The offer shares will entitle their holder to any future dividends declared by
the company and to other shareholder rights in the company after the respective
increase in the share capital of the company has been registered with the Trade
Register, which is expected to take place on or about February 9, 2007. The
shares subscribed for in the rump placement will entitle their holder to
corresponding rights after the respective increase in the share capital of the
company has been registered with the trade register.
Information
The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act,
are available for review at the head office of the company, Korkeavuorenkatu 45,
FI-00130 Helsinki and on the company's website www.sponda.fi/osakeanti.
Applicable law and dispute resolution
The offering and the shares shall be governed by the laws of Finland. Any
disputes arising in connection with the offering shall be settled by the court of
jurisdiction in Finland.
Other issues
Other issues and practical matters relating to the increase of share capital and
the offering will be resolved by the Board of Directors of the company.