STOCK EXCHANGE RELEASE 28 November 2008 at 10:14 a.m CENCORP PLC SUBMITS THE CONDITIONAL FINANCING ARRANGEMENT NEGOTIATED WITH SAMPO BANK PLC AND SAVCOR GROUP LTD OY TO THE SHAREHOLDERS' MEETING; THE SHAREHOLDER'S MEETING IS CONVENED ALSO TO RESOLVE ON COMPOSITION OF THE BOARD OF DIRECTORS; SAVCOR GROUP LTD OY ANNOUNCES THAT IT CONSIDERS MAKING A VOLUNTARY TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN CENCORP PLC AND PROPOSING A CORPORATE TRANSACTION TO THE COMPANY The Board of Directors of Cencorp Plc (“Cencorp”) has reviewed the alternatives to improve the financial situation and the financing position of the company. In relation to the aforesaid, the Board of Directors of Cencorp has conducted negotiations with the main financier of the company, Sampo Bank plc (“SP”) as well as with Savcor Group Ltd Oy (“Savcor”). As a result of the negotiations Cencorp, SP and Savcor have on 28 November 2008 signed an agreement on a conditional financing arrangement according to which Cencorp convenes an extraordinary general meeting to resolve among others upon share issues which are described hereafter. Savcor has on 28 November 2008 purchased 5,311,213 shares in Cencorp and has notified the purchases of shares by a separate flagging notification. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS In connection with the financing arrangement negotiated by Cencorp, SP and Savcor the Board of Directors of Cencorp convenes an extraordinary general meeting at the latest on 22 December 2008 (hereinafter “Shareholders' Meeting”). Share issues It is proposed to the Shareholders' Meeting that it would decide upon a pre-emptive rights issue to all shareholders of Cencorp as well as upon directed share issues to SP and the members of the new Board of Directors to be elected at the shareholders' meeting. The Board of Directors would be authorized to decide upon the subscription periods of the above-mentioned issues and upon the size of the pre-emptive rights issue within the limits set by the shareholders' meeting. The subscription price in the share issue directed to SP and in the pre-emptive rights issue would be 0.08 euros per share and in the share issue directed to the members of the new Board of Directors 0.09 euros per share. In the pre-emptive rights issue at the most 87,500,000 new shares would be offered for subscription. The Board of Directors is authorized to resolve in more detail on the maximum amount of new shares offered for subscription within the range that the maximum amount of new shares to be offered within the pre-emptive rights issue shall be at least 38,750,000 new shares and at most 87,500,000 new shares. The authorization granted to the Board of Directors shall not replace the existing share issue authorization granted to the Board of Directors. The subscription period for the shares would begin after the shareholders' meeting on a date specified by the Board of Directors and would end on a date specified by the Board of Directors, however at the latest within six (6) months from the date of the extraordinary general meeting. At most 44,594,041 new shares (the aggregate subscription price of which would be 3,567,523.28 euros) would be offered for subscription to SP and at most 5,000,000 new shares (the aggregate subscription price of which would be 450,000 euros) to the new members of the Board of Directors. The subscription price in the directed share issue to SP would be paid by setting it off against SP's senior loan receivable from Cencorp which amounts to 3,567,523.28 euros at most. The directed share issue to SP would be arranged prior to the pre-emptive rights issue in a way that it would be possible to participate in the pre-emptive rights issue also with the shares subscribed in the directed share issue to SP. SP has given a subscription undertaking according to which it undertakes to subscribe for the shares directed to it against the above-mentioned senior loan receivable. Savcor for its part has undertaken to ensure that in the pre-emptive rights issue shares are subscribed for a value of at least 1.6 million euros. Also Hannu Timmerbacka and Matti Paasila, proposed to be elected to the new Board of Directors, have undertaken to subscribe for shares in the issue directed to the new members of the Board of Directors for a value of 450,000 euros in total. The above-mentioned subscription undertakings are conditional upon the completion of the Arrangement described in appendix 1 hereto. Conversion of capital loan SP has announced that it will convert the capital loan receivable of 2,689,008.00 euros (convertible subordinated loan 2006) it has from Cencorp into shares in accordance with the terms of the capital loan agreement prior to the shareholders' meeting. SP will receive a total of 7,908,847 shares in the conversion. The conversion is not conditional upon the completion of the Arrangement described in appendix 1. In case the abovementioned conditional financing arrangement, the share issues and other actions related to the Arrangement described in appendix 1 are completed, the own equity of the company will increase and the balance sheet will be strengthened. Impacts of the share issues and conversion of the capital loan to the equity ratio of the company Equity ratio of the company as per September 30, 2008 was 4.8 %. Assuming the balance sheet position of the company per September 30, 2008, the equity ratio of the company would, based on the conversion of the capital loan mentioned above, rise approximately to 24 % and if in addition the share issues mentioned above would be carried out, the equity ratio would rise approximately to 59 % (assuming that in the pre-emptive rights issue only the amount underwritten by Savcor would be subscribed) and at most to 70 % (assuming that the pre-emptive rights issue would be fully subscribed and that the amount of the pre-emptive rights issue would be 7.0 million euros). In this calculation, the impact of the potential transaction which has come to the attention of the Board of Directors and defined below (and which is described in more detail in appendix 1) to the equity ratio of the company has not been taken into account. Election of new Board of Directors and amendment of the articles of association It is also proposed to the Shareholders' Meeting that it would decide upon the election of new Board of Directors and the removal of redemption obligation under § 12 of the articles of association. At least Hannu Timmerbacka, Matti Paasila and Markku Jokela are proposed to be elected to the new Board of Directors in accordance with their consent. TRANSACTION PLAN OF WHICH THE BOARD OF DIRECTORS HAS BECOME AWARE In addition, the plan described in the attached appendix 1 has come to the knowledge of Cencorp's current Board of Directors (hereinafter “Arrangement”). Cencorp's current Board of Directors has not participated in the planning of the Arrangement and cannot assess the effects of the Arrangement for the shareholders of Cencorp. The completion of the Arrangement is, according to the information received by the current Board of Directors, conditional upon the fulfilment of several different preconditions which are completely outside the control of Cencorp's current Board of Directors excluding submitting the abovementioned resolution proposals to the Shareholders' Meeting for its decision. CENCORP PLC Board of Directors Additional information: Turo Levänen Chairman of the Board of Directors Telephone: +358 50 569 7626 Additional information on the planned arrangement: Hannu Savisalo Managing Director Savcor Group Ltd Oy Puhelin: +358 50 2688 +61 417 268070 DISTRIBUTION Helsinki Stock Exchange Main media
CENCORP PLC SUBMITS THE CONDITIONAL FINANCING ARRANGEMENT NEGOTIATED WITH SAMPO BANK PLC AND SAVCOR GROUP LTD OY TO THE SHAREHOLDERS' MEETING; THE SHAREHOLDER'S MEETING IS CONVENED ALSO
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