Aspro Ocio S.A. STOCK EXCHANGE RELEASE 23 March 2007 ASPRO OCIO S.A.´S MANDATORY TENDER OFFER FOR ALL SHARES IN PUUHARYHMÄ OYJ COMMENCES ON 27 March 2007 Aspro Ocio S.A. (“Aspro” or “Offeror”) has today made an announcement to Puuharyhmä Plc (“Puuharyhmä”) that Aspro's mandatory public tender for all shares in Puuharyhmä (the “Tender Offer”) commences on 27 March 2007. The Finnish Financial Supervision Authority has today, 23 March 2007, approved the Finnish version of the Tender Offer document relating to the Tender Offer. The Tender Offer document will be available no later than 27 March 2007 onwards at the headquarters of Aspro, calle Oquendo, 23, 28006 Madrid, Spain, at the information office of the Helsinki Stock Exchange, OMX way, Fabianinkatu 14, 00130 Helsinki, Finland and at the branch offices of Aktia Savings Bank plc. Furthermore, the Tender Offer document will be available on the Internet at www.aktia.fi (item: osakkeet/pääomajärjestelyt). Subsequent to the share purchase of 2 March 2007 Aspro´s holding exceeded two thirds (2/3) of the voting rights carried by the shares of Puuharyhmä. After the above acquisition Aspro continued the purchasing of the shares in public trading from the stock exchange. On 6 March 2007 Aspro's shareholding rose to 356.888 shares, which represented - excluding the own shares owned by Puuharyhmä and its subsidiary - approximately 90,3 percent of all shares of Puuharyhmä. As a result of the share purchase of 2 March 2007 Aspro became obliged to make a mandatory tender offer for the remainder of Puuharyhmä´s shares in accordance with the Securities Markets Act. As a result of the above acquisitions of the shares of Puuharyhmä, Aspro's total shareholding exceeded nine tenths (9/10) of the shares of Puuharyhmä and the voting rights attached thereto, whereupon Aspro has under Chapter 18 Section 1 of the Companies Act (624/2006) the right to redeem the shares of the remaining shareholders. Aspro has initiated the redemption proceedings in accordance with the Companies Act by an application filed on 13 March 2007. Aspro offers in the redemption proceedings according to the Companies Act a consideration of EUR 95.00 per share. As of 21 March 2007 Aspro holds 385.275 shares, which represent approximately 97,5 percent of all shares and votes of Puuharyhmä (excluding the own shares held by Puuharyhmä and its subsidiaries). The following is a summary of the terms and conditions of the Tender Offer. The full terms and conditions of the Tender Offer (the ”Tender Offer Conditions”) are attached to this stock exchange release in the Finnish language. Aspro will pay a cash consideration of EUR 95.00 for each share in Puuharyhmä. According to Chapter 6, Section 11 of the Securities Markets Act the consideration paid with regard to the mandatory bid shall be an equitable price. In determining an equitable price, the starting point shall be the highest price paid for the shares by the offeror or a person, organization or foundation related to the offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act during a period of six (6) months preceding the arising of the obligation to launch a bid. Aspro has during the six (6) months prior to the arising of the obligation to make a Tender Offer not acquired shares of Puuharyhmä save for through the share acquisition on 2 March 2007 that triggered the obligation to make the Tender Offer. Entities related to the Offeror as defined in Chapter 6, Section 10, subsection 2 of the Securities Markets Act have not acquired any shares of Puuharyhmä. The consideration offered in accordance with this Tender Offer, i.e. EUR 95.00 for each share, corresponds therefore to the highest price paid by the Offeror for the shares of Puuharyhmä as required under the Securities Market Act. The offer consideration of EUR 95,00 corresponds to a premium of 45,88 percent compared with the closing price on the day preceding the announcement of Aspro´s obligation to make the Tender Offer. The premium compared with the vol¬ume-weighted average price during the three (3) months preceding the announcement of Aspro's obligation to make the Tender Offer is 66,37 percent, and the premium compared with the volume-weighted average price during the 12 months preceding Aspro´s announcement of its obligation to make a Tender Offer is 88,60 percent. The consummation of the Tender Offer is not subject to any preconditions. The Tender Offer will be funded through Aspro's own reserves or partly through loan facilities already available to Aspro. The financing is not subject to any condition that will affect the consummation of the Tender Offer. The offer period will commence on 27 March 2007 at 9.30 a.m. (Finnish time) and end on 5 May 2007 at 4.00 p.m. (Finnish time), unless the offer period is extended in accordance with the Tender Offer Conditions. The preliminary results of the Tender Offer will be announced by a stock exchange release on the first banking day following the end of the offer period. The Tender Offer will be completed with respect to all Puuharymä´s shareholders who have validly accepted the Tender Offer no later than on the fourth banking day following the end of the offer period, i.e. preliminarily on 10 May 2007. The offer consideration will be paid to a Puuharyhmä´s shareholder who has accepted the Tender Offer into the bank account notified by such shareholder, his/her book-entry account operator or asset manager, or if the Shares are nominee-registered, into the bank account defined in the acceptance form. The offer consideration will be paid on or about the third banking day following the date of the completion trade. Account operators will send instructions and a Tender Offer acceptance form to those customers that are Puuharyhmä´s shareholders. Should Puuharyhmä´s shareholders not receive instructions or an acceptance form from their account operator, the shareholders can also obtain an acceptance form from the branch offices of Aktia Savings Bank plc or at the Internet address www.aktia.fi (item: osakkeet/pääomajärjestelyt) or by telephone at +358 10 247 6394 or by e-mail at arvopaperit@aktia.fi. Ernst & Young Oy Transaction Advisory Services acts as financial advisor to Aspro and Ernst & Young Oy Legal Services acts as legal advisor. Aspro Ocio S.A. BOARD OF THE DIRECTORS Further information: Mr. Juan Carlos Smith, the Chairman of the group, tel: ++34 91 5625010 For further information on Aspro, please visit to: http://www.aspro-ocio.es/ DISTRIBUTION Helsinki Stock Exchange Main media This stock exchange release or tender offer may not directly or indirectly be distributed or made public in the United States of America, Canada, Australia, Japan, Hong Kong or South Africa. The legislation of certain other jurisdictions may also set restrictions on the distribution or publication of this stock exchange release or tender offer and it may therefore not be distributed or made public in any jurisdiction or in any connection in which the distribution or publication of the stock exchange release or tender offer would violate the laws of that jurisdiction or require action in compliance with other than Finnish law. Those persons who have gained possession of this stock exchange release or tender offer are required to obtain appropriate information on the above-mentioned restrictions and to abide by them. This stock exchange release or tender offer does not constitute an offer in those countries, where such offer or request for an offer would be illegal. APPENDIX: TERMS AND CONDITIONS OF THE TENDER OFFER This is an unofficial translation from Finnish into English of the original Tender Offer Conditions. In the event of any discrepancy between the Finnish text and the English text, the Finnish text shall govern. TERMS AND CONDITIONS OF THE TENDER OFFER Object of the Tender Offer With this Tender Offer, Aspro offers to purchase, subject to the terms and conditions mentioned hereinafter, all Shares issued by Puuharyhmä (“the Shares”). The Tender Offer does not include Shares owned by Puuharyhmä or its subsidiaries. Tender Offer Period The Tender Offer is valid between 27.3.2007, 9.30 a.m. (Finnish time) and 4.5.2007, 4 p.m. (Finnish time) dur¬ing which time Puuharyhmä´s shareholders can accept the Tender Offer, if the Tender Offer Period is not extended or discontin¬ued as described later. The acceptance form concerning the acceptance of the Tender Offer must be received by the recipient before the termination of the Tender Offer Period. Aspro reserves the right to extend the Tender Offer Period once or several times at a time to be specified later, however in a way that the Tender Offer Period will not exceed 10 weeks, by announcing such extension with a stock exchange release at the latest three (3) banking days prior to the ending of the Tender Offer Period. The Offeror may suspend the extended Tender Offer Period. The Offeror will announce the decision on the suspension of the extended Tender Offer Period as soon as possible after such decision has been taken and, in any case, no later than two (2) weeks prior to the end of the suspended Tender Offer Period. If the Offeror suspends the extended Tender Offer Period, the Tender Offer Period will end, at the announced by the Offeror, earlier time on the announced date. Offer Consideration The Offer Consideration for each Share in the Tender Offer is EUR 95.00 in cash. Increase and Compensation Obligation Aspro reserves the right to also acquire Shares during the Tender Offer Period in public trading in the Helsinki Stock Exchange. Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares during the Tender Offer Period at a higher price than the Offer Consideration or otherwise on better terms, the Offeror shall in accordance with the Securities Markets Act, Chapter 6, Section 13 amend the terms and conditions of this Tender Offer to correspond with the acquisition on better terms (increase obligation). In this case the Offeror shall publish the increase obligation without delay and will pay the difference between this higher price and the Offer Con¬sideration to those shareholders that have accepted the Tender Offer in connection with the consummation of the Tender Offer. Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares within nine (9) months of the termination of the Tender Offer Period at a higher price than the Offer Consideration or otherwise on better terms, the Offeror shall in accordance with the Securities Markets Act, Chapter 6, Section 13 pay the difference between this higher price and the Offer Consideration (compensation obligation). In this case the Offeror shall publish the compensation obligation without delay and will pay the difference between this higher price and the Offer Consideration within one (1) month of the date when the compensation obligation arose for those shareholders that accepted the Tender Offer. Tender Offer Acceptance Procedure The Tender Offer may be accepted by a shareholder registered during the Tender Offer Period in Puuharyhmä´s shareholder register. Puuharyhmä´s shareholders providing an acceptance must have an account in a financial institution operating in Finland. Shareholders may only approve the Tender Offer unconditionally. Acceptance of the Tender Offer must be provided for each book-entry account. Acceptance of the Tender Offer applies to all Puuharyhmä´s Shares that are in the book-entry accounts mentioned in the shareholder's acceptance form at the time of the registration of the transfer restrictions or the sales reservation with respect to the Shares in connection with the acceptance. An acceptance for the Tender Offer cannot be cancelled by a shareholder. Notwithstanding the aforesaid, a shareholder may cancel the acceptance in accordance with Chapter 6, Section 8 of the Securities Markets Act, should a competing tender offer be published by a third party during the Tender Offer Period. Account operators will send instructions and a Tender Offer acceptance form to those customers that are Puuharyhmä´s shareholders. Should Puuharyhmä´s shareholders not receive instructions or an acceptance form from their account operator, the shareholders can also obtain an acceptance form from the offices of Aktia Savings Bank plc or at the internet address www.aktia.fi (item: osakkeet/pääomajärjestelyt) or by telephone at +358 10 247 6394 or by e-mail at arvopaperit@aktia.fi. Those Puuharyhmä´s shareholders whose Shares are nominee-registered and who wish to approve the Tender Offer must provide their acceptance in accordance with the instructions given by the administrator of their nominee registrations. Aspro will not send an acceptance form or any other documents related to the Tender Offer to these Puuharyhmä´s shareholders. With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledge holder. Acquiring this consent is the responsibility of the relevant Puuharyhmä´s shareholder. The pledge holder's consent must be delivered to the account operator in writing. Those Puuharyhmä´s shareholders that accept the Tender Offer must complete, sign and return the acceptance form duly signed to the account operator that manages their book-entry account according to the instructions given by the account operator or, if the relevant account operator will not receive the acceptance form, to the offices of Aktia Savings Bank plc. Aspro reserves the right to reject any acceptance forms that have been completed erroneously or deficiently. The acceptance form must be delivered so that it will be received within the Tender Offer Period taking into account, however, the instructions given by the account operator. Shareholders can deliver the acceptance forms in the way they see fit at their own responsibility, and the acceptance form will be considered as delivered only when an account operator or Aktia Savings Bank plc has effectively received it. By accepting the Tender Offer Puuharyhmä´s shareholders authorize Aktia Savings Bank plc or their account operator to enter into their book-entry account transfer restrictions or a sales reservation with respect to the Shares. Furthermore, those holders of Puuharyhmä´s Shares that accept the Tender Offer authorize Aktia Savings Bank plc or their account operator to perform any other neces¬sary entries and undertake any other measures needed for the technical execution of the Tender Offer and to sell all Shares held by the shareholder to Aspro in accordance with the terms and conditions of the Tender Offer. Those shareholders of Puuharyhmä who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer are not permitted to sell or otherwise control the Shares they hold. The transfer restrictions or a sales reser¬vation will be entered into the shareholders' book-entry account with respect to the Shares in the way described below under the section "Technical Consummation of the Tender Offer" after the shareholder has delivered the acceptance form. Technical Consummation of the Tender Offer When an account operator or Aktia Savings Bank plc has received an acceptance form with respect to the Shares conforming with the terms and conditions of the Tender Offer, the account holder or Aktia Savings Bank plc will enter a sales reservation or a restriction on the right of disposal in the relevant book-entry account. In connection with the clearing of the consummation transaction of the Tender Offer, the sales reservation or the restriction on the right of disposal will be revoked and a cash consideration will be paid to the Puuharyhmä´s shareholders. If a competing tender offer is published by a third party during the Tender Offer Period and the shareholder exercises his/her right to cancel the acceptance of the Tender Offer pursuant to Chapter 6 Section 8 of the Securities Markets Act, any sales reservations or restrictions on the right of disposal with respect to the Shares will be revoked within an estimated three (3) banking days from receipt of a cancel notification. In this case, no compensation will be paid to Puuharyhmä´s shareholders. Notification of Final Offer Outcome The preliminary outcome of the Tender Offer will be notified by stock exchange release on the banking day following the termination of the Tender Offer Period (estimate). The final outcome of the Tender Offer will be notified on or about the fourth (4th) banking day following the termination of the Tender Offer Period. In connection with the notification of the final outcome, the number of those Puuharyhmä´s Shares for which the Tender Offer has been accepted will be confirmed. Consummation of the Tender Offer, Terms of Payment, Settlement and Delivery of Offer Consideration The Tender Offer will be completed with respect to all Puuharyhmä´s shareholders who have validly accepted the Tender Offer no later than on the fourth (4th) banking day following the end of the Offer Period, i.e. preliminarily on 10.05.2007 at the latest. If possible, the completion trades will be executed on the Helsinki Stock Exchange. The completion trades will be settled on the third (3rd) banking day following the completion trades, i.e. preliminarily on 15.5.2007 at the latest. The Offer Consideration will be paid to a Puuharyhmä´s shareholder who has accepted the Tender Offer into the bank account notified by such shareholder, his/her book-entry account operator or asset manager, or if the Shares are nominee-registered, into the bank account defined in the acceptance form. The Offer Consideration will be paid on or about the third (3rd) banking day following the date of the completion trade. If the bank account of a Puuharyhmä´s shareholder is at a different bank than his/her book-entry account, the Offer Consideration will be paid into such bank account approximately at the latest two (2) banking days later in accordance with the schedule for payment transactions between financial institutions. Transfer of Title Title to the Shares with respect to which the Tender Offer has been accepted will pass to the Offeror against payment of the Offer Consideration. Transfer Tax and Other Payments Aspro will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares. Each Puuharyhmä´s shareholder is liable for payments which, based on an agreement made with the shareholder, the account operator may charge for the transfer to the book-entry securities system of any Shares not transferred to the book-entry secu¬rities system and for the fees and commissions charged by account operators, custodians, administrators of nominee¬-registered Shares or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of Shares. Aspro is liable for other normal costs caused by the registration of entries in the book-entry system required by the Tender Offer or the execution of trades pertaining to the Shares in compliance with the Tender Offer. Should a competing tender offer be published by a third party during the Tender Offer Period and should the shareholder exercise his/her right to cancel the acceptance of the Tender Offer pursuant to Chapter 6, Section 8 of the Securities Markets Act, some account operators may charge the shareholder separately for the registration of the relevant entries regarding the acceptance and cancellation. Other Conditions Aspro reserves the right to amend the terms and conditions of this Tender Offer in accordance with Chapter 6, Section 7 of the Securities Markets Act. Should a competing tender offer be published by a third party during the Tender Offer Period, Aspro reserves the right to decide upon extension of the Tender Offer Period as stipulated in Chapter 6, Section 8 of the Securities Markets Act. Aspro will decide on all other matters related to the Tender Offer. The Tender Offer will not be made directly or indirectly in areas in which making the Tender Offer would violate the law. The Tender Offer Document or its related acceptance forms will not be distributed or forwarded, nor may they be distributed or forwarded in any way, such as by post, fax, email or telephone, or in any other way, to or from areas where it would vio¬late the law. The Tender Offer will not be made directly or indirectly in the United States, Canada, Australia, Japan, South Africa or Hong Kong nor to those countries, and nor will the Tender Offer Document or its related information be sent to the United States, Canada, Australia, Japan, Hong Kong or South-Africa.
HSE: ASPRO OCIO S.A.´S MANDATORY TENDER OFFER FOR ALL SHARES IN PUUHARYHMÄ OYJ COMMENCES ON 27 March 2007
| Source: Nasdaq Helsinki Oy