CENCORP CORPORATION STOCK EXCHANGE RELEASE 19 FBRUARY 2009
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, 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 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 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 has on
19 February 2009 decided to make a public tender offer (“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 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 Cencorp Plc has on 19 February 2009 decided on a
directed share issue to Sampo Bank Plc. In the directed share issue a total
maximum of 44,594,041 shares may be given to Sampo Bank Plc.
As a part of the Arrangement, Sampo Bank Plc has undertaken to subscribe for the
shares directed to it in the share issue upon completion of the Tender Offer.
After Sampo Bank Plc has subscribed for the shares, its holding of Cencorp Plc's
share capital will exceed 50%, Savcor Group Ltd's holding will fall below 15%
and Markku Jokela's (including FT Capital Ltd which is controlled by him) will
fall below 10%. Following the completion of the said share issue Sampo Bank
Plc's, Savcor Group Ltd's and Markku Jokela's (including FT Capital Ltd which is
controlled by him) holding of shares and votes in Cencorp Plc will be the
following:
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| Shareholder | Number of | Portion of shares | Portion of votes |
| | shares | | |
--------------------------------------------------------------------------------
| Savcor Group | 15 311 213 | 14.0 % | 14.0 % |
| Ltd | | | |
--------------------------------------------------------------------------------
| Sampo Bank Plc | 55 502 888 | 50.7 % | 50.7 % |
--------------------------------------------------------------------------------
| Markku Jokela | 8 407 757 | 7.7 % | 7.7 % |
--------------------------------------------------------------------------------
| FT Capital Oy | 1 707 140 | 1.6 % | 1.6 % |
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According to the decision of the Financial Supervision Authority, Savcor Group
Ltd, 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, 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, Jokela and Sampo Bank Plc in Cencorp Plc's share capital based on Chapter
2, Section 9 of the Securities Markets Act exceeds 66.7%. 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 |
--------------------------------------------------------------------------------
| Savcor Group Ltd | 15 311 213 | 14.0% | 14.0% |
--------------------------------------------------------------------------------
| Sampo Bank Plc | 55 502 888 | 50.7% | 50.7% |
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| Markku Jokela | 8 407 757 | 7.7% | 7.7% |
--------------------------------------------------------------------------------
| FT Capital Oy | 1 707 140 | 1.6% | 1.6% |
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| Pirjo Jokela | 296 000 | 0.3% | 0.3% |
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| Joni Jokela | 296 000 | 0.3% | 0.3% |
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| Total | 81 520 998 | 74.6% | 74.6% |
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As a part of the Arrangement Sampo Bank Plc has undertaken to
accept the Tender Offer with respect to all the shares of Cencorp Plc owned by
it. Furthermore, Sampo Bank Plc has undertaken to sell all Cencorp Plc's shares
it will subscribe in the directed share issue decided on 19 February 2009 to
Savcor Group Plc immediately following the completion of the Tender Offer. After
the aforesaid measures have been carried out Sampo Bank Plc's shareholding in
Cencorp Plc will be 0% and Savcor Group Ltd's at most 90.0 % as set out in the
flagging announcement published on 28 November 2008.
Date when the flagging threshold was exceeded
19 February 2009
Complete names of the shareholders
Savcor Group Ltd (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 64,873,722
shares. After the new shares given in the share issue referred to above have
been subscribed and registered, the share capital of Cencorp Plc will comprise a
total of 109,467,763 shares. Each share has one vote. Cencorp Plc has one series
of shares
In Lohja on 19 February 2009
CENCORP PLC
BOARD OF DIRECTORS
Additional information:
Hannu Timmerbacka
President and CEO
Cencorp Plc
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