CENCORP CORPORATION STOCK EXCHANGE RELEASE 3.2.2009 5:35 p.m.
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 10, OF THE SECURITIES MARKETS ACT
ON A CHANGE IN HOLDINGS
Cencorp Corporation has today received flagging announcement of Savcor Group Ltd
Oy, Sampo Bank plc, Markku Jokela and FT Capital Ltd which is controlled by
Markku Jokela within the meaning of Chapter 1, Section 5 of the Securities
Markets Act as well as Pirjo Jokela and Joni Jokela in accordance with Chapter
2, Section 9 of the Securities Markets Act.
This flagging announcement relates to an agreement which has been published by
means of stock exchange releases on 28 November 2008, 1 December 2008 and 3
February 2009 by which Cencorp Plc, Savcor Group Ltd Oy and Sampo Bank Plc have
agreed on a conditional financing arrangement concerning Cencorp Plc as well as
an agreement entered into between Savcor Group Ltd Oy and Markku Jokela
(including FT Capital Ltd which is controlled by Markku Jokela and Pirjo Jokela
and Joni Jokela, hereinafter jointly referred to as “Jokela”) on 28 November
2008 (and as amended on 3 February 2009) by which they have agreed on a plan to
propose a corporate transaction to Cencorp, in connection of which Savcor Group
Ltd Oy would make a public tender offer for all shares and option rights of
Cencorp Plc as well as certain sub-arrangements relating to the conditional
financing arrangement and the tender offer agreed between Savcor Group Ltd Oy
and Sampo Bank Plc. The aforesaid is in the following jointly referred to as
“Arrangement”
Under Chapter 2, Section 10 of the Securities Markets Act, we hereby announce
the following
Name of the target company
Cencorp plc (Business ID 0749606-1)
Portion of the shares and votes in the company
In relation to the Arrangement Savcor Group Ltd Oy has today subscribed for
10,000,000 new shares of Cencorp Plc in the share issue directed to Savcor Group
Ltd Oy by Cencorp Plc. Thus Savcor Group Ltd Oy's holding of Cencorp Plc's share
capital has exceeded 20%. Following the completion of the said share issue
Savcor Group Ltd Oy's holding of shares and votes in Cencorp Plc is the
following:
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| Number of shares | Portion of shares | Portion of votes |
--------------------------------------------------------------------------------
| 15 311 213 | 23.6 % | 23.6% |
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According to the decision of the Financial Supervision Authority, Savcor Group
Ltd Oy, Jokela and Sampo Bank Plc operate, as part of the Arrangement, jointly
in a manner referred to in the Securities Markets Act in order to exercise
decisive control over Cencorp Plc. The Financial Supervision Authority has on 3
February 2009 granted Savcor Group Ltd Oy, Jokela and Sampo Bank Plc an
exemption from the obligation to launch a tender offer under Chapter 6, Section
10 of the Securities Markets Act which obligation the said parties would have
when operating jointly in the abovementioned manner. This exemption has no
effect on the previous exemption granted for the same applicants on 26 November
2008.
Taking the aforesaid into consideration, the aggregate holding of Savcor Group
Ltd Oy, Jokela and Sampo Bank Plc in Cencorp Plc's share capital based on
Chapter 2, Section 9 of the Securities Markets Act exceeds 50%. The said
shareholders' aggregate holding of shares and votes in Cencorp Plc is the
following:
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| Shareholder | Number of | Portion of | Portion of |
| | shares | shares | votes |
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| Savcor Group Ltd Oy | 15 311 213 | 23.6% | 23.6% |
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| Sampo Bank Plc | 10 908 847 | 16.8% | 16.8% |
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| Markku Jokela | 8 407 757 | 13.0% | 13.0% |
--------------------------------------------------------------------------------
| FT Capital Oy | 1 707 140 | 2.6% | 2.6% |
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| Pirjo Jokela | 296 000 | 0.5% | 0.5% |
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| Joni Jokela | 296 000 | 0.5% | 0.5% |
--------------------------------------------------------------------------------
| Total | 36 926 957 | 56.9% | 56.9% |
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Date when the flagging threshold was exceeded
3 February 2009
Complete names of the shareholders
Savcor Group Ltd Oy (Business ID 0483411-7)
Sampo Bank plc (Business ID 1730744-7)
Markku Jokela (Personal ID 140657-0838)
FT Capital Ltd (Business ID 1649320-9)
Pirjo Jokela (Personal ID 030462-098A)
Joni Jokela (Personal ID 251089-1854)
The share capital of Cencorp Plc at the moment comprises a total of 54,873,722
shares. After the new shares given in the share issue referred to above have
been registered, the share capital of Cencorp Plc will comprise a total of
64,873,722 shares. Each share has one vote. Cencorp Plc has one series of shares
In Lohja on 3 February 2009
CENCORP PLC
Additional information:
Hannu Timmerbacka
Managing Director
Cencorp Oyj
Telephone:
+358 (0)400 620845
Email: hannu.timmerbacka@cencorp.com
NOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 10, OF THE SECURITIES MARKETS ACT ON A CHANGE IN HOLDINGS
| Source: Valoe Oyj