SAVCOR GROUP LTD STOCK EXCHANGE RELEASE 27 FEBRUARY 2009
SAVCOR GROUP LTD'S PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN
CENCORP PLC WILL COMMENCE ON 2 MARCH 2009
Not for release, publication or distribution in Australia, South Africa, Hong
Kong, Japan, Canada, New Zealand and the United States.
The tender offer is not being made, directly or indirectly, in any jurisdiction
where prohibited by applicable law, and this release may not be distributed,
forwarded or delivered by any means, including without limitations by mail,
telefax, email or any other means, into or from any jurisdictions where
prohibited by applicable law.
Savcor Group Ltd (“Savcor”) announced on 19 February 2009 a public tender offer
to purchase all of the issued and outstanding shares and option rights in
Cencorp Plc (“Cencorp”) that are not owned by Cencorp or its group companies
and not already owned by Savcor or its group companies (the "Tender Offer").
The price offered in the Tender Offer is EUR 0.08 per share in cash. The offer
price is approximately 20.0 per cent lower compared to the closing price of the
Cencorp shares on NASDAQ OMX Helsinki Ltd. (“NASDAQ OMX Helsinki”) on 27
November 2008, which was the last trading day preceding Savcor's announcement
of the intention to make the Tender Offer, and approximately 28.6 per cent
lower compared to the volume-weighted average trading price of the Cencorp
shares on NASDAQ OMX Helsinki during the last 3 months and approximately 58.6
per cent lower compared to the volume-weighted average trading price during the
last 6 months preceding Savcor's announcement of the intention to make the
Tender Offer.
In addition, Savcor offers to acquire all of the 2006 A and B and 2007 A option
rights issued by Cencorp and distributed to holders for a price of EUR 0,01 in
cash for each option right. The stock option plan 2006 is divided into A-, B-
and C-series. 2006 C option rights have not been distributed and they are all
in the ownership of a subsidiary of Cencorp. Cencorp has undertaken not to
distribute any 2006 C option right before 1 May 2009 and hence the Tender Offer
shall not apply to 2006 C option rights.
On the date of this stock exchange release the share capital of Cencorp is EUR
3,425,059.10 and the total amount of shares is 64,873,722. Savcor currently
owns 15,311,213 Cencorp's shares which represent approximately 23.6 per cent of
the shares and votes in Cencorp.
The acceptance period under the Tender Offer commences on 2 March 2009 at 9:30
am Finnish time and expires on 23 March 2008 at 4:00 pm Finnish time. Savcor
reserves the right to extend the acceptance period in accordance with the terms
and conditions of the Tender Offer. A shareholder or a holder of option rights
may at any time prior to the expiry of the offer period or the extended offer
period, as the case may be, withdraw the shares or option rights tendered.
The Finnish Financial Supervision Authority has today approved the offer
document relating to the Tender Offer (index number 3/214/2009). The offer
document and other documents relating to the Tender Offer will be available in
Finnish from 2 March 2009 onwards at Sampo Bank Plc's branch offices and at the
office of NASDAQ OMX Helsinki at Fabianinkatu 14, 00130 Helsinki, Finland, and
on the internet at www.sampopankki.fi/osakkeet and www.savcor.com.
Sampo Bank Plc has committed to accept the Tender Offer for all the shares
owned by it. Sampo Bank Plc owns total of 10,908,847 shares in Cencorp, which
represent 16.8 per cent of the shares and votes in Cencorp. In addition to the
aforesaid, Sampo Bank Plc has given to Savcor and Cencorp a commitment,
according to which Sampo Bank Plc will subscribe a total number of 44,594,041
new shares directed to it by Cencorp in the Cencorp's share issue decided on 19
February 2009 and to sell on credit the shares so subscribed to Savcor at price
of EUR 0.08 per share immediately after the completion of the Tender Offer.
Most of the Finnish book-entry account operators will send a notification of
the Tender Offer, including instructions and the relevant acceptance form, to
their customers who are registered as shareholders in the shareholders'
register of Cencorp. Sampo Bank Plc will send a notification of the Tender
Offer, including instructions and the relevant acceptance form, to holders of
option rights registered in the option holders' register of Cencorp. The
acceptance must be given in accordance with the instructions and within the
time limits provided by the relevant book-entry account operator or Sampo Bank
Plc.
Shareholders who do not receive such notification from their book-entry account
operator can contact Sampo Bank Plc's Customer Service, telephone +358(0)10 546
3159, where such shareholders will receive necessary information for the
acceptance of the Tender Offer. Holders of option rights who do not receive
such notification from Sampo Bank Plc can contact Sampo Bank Plc's Issue
Service, tel. +358 (0)10 546 7636. A shareholder in Cencorp whose shareholdings
are registered in the name of a nominee and who wishes to accept the Tender
Offer shall effect such acceptance in accordance with the nominee's
instructions.
The obligation of Savcor to accept the shares and option rights validly
tendered and to complete the Tender Offer will be subject to the fulfilment or,
to the extent permitted by applicable law, waiver by Savcor of the conditions
to completion set forth below in the terms and conditions of the Tender Offer.
Savcor will announce the preliminary result of the Tender Offer on or about the
first Finnish banking day following the expiry of the offer period or, if
applicable, the extended offer period, and will announce the final result of
the Tender Offer on or about the third Finnish banking day following the expiry
of such offer period. The announcement of the final result will confirm the
percentage of the shares and option rights that have been validly tendered and
not properly withdrawn and whether the Tender Offer
will be completed.
The detailed terms and conditions of the Tender Offer have been enclosed in
their entirety as an annex to this release (Annex 1).
Ernst & Young Ltd acts as Savcor's financial advisor and Bird & Bird Attorneys
Ltd as Savcor's legal advisor in connection with the Tender Offer.
SAVCOR GROUP LTD
Additional information:
Hannu Savisalo
Chairman of the Board
Savcor Group Ltd
Telephone:
+358 50 2688
+61 417 268070
Email: hannu.savisalo@savcor.com
The SAVCOR GROUP is a global technology and industrial
services corporation serving customers in the areas such as rehabilitation of
industrial and civil assets, telecom and electronic industries as well as
forest related industries. Savcor has its chief operations in Australia, China
and Europe. Savcor employs more than 1700 people in 13 countries. Its
subsidiary, Savcor Group Ltd is listed at the Australian Securities Exchange,
ASX since 2007.
DISTRIBUTION
Helsinki Stock Exchange
Main Media
APPENDIX 1: TERMS AND CONDITIONS OF THE TENDER OFFER
The following sets forth the terms and conditions of the Tender Offer.
Capitalized terms appearing in these terms and conditions of the Tender Offer
which are not defined in this stock exchange release have been defined in the
offer document. The following terms and conditions also include references to
various sections of the offer document. Shareholders are requested to
familiarise themselves in detail with the offer document and the information
included in it. The offer document has been published only in Finnish.
Object of the Tender Offer
With this Tender Offer, the Offeror offers to purchase, subject to the terms
and conditions mentioned hereinafter, (i) all issued and outstanding Shares of
Company which are not owned by the Company or its group companies and not
already owned by the Offeror or its group companies; and (ii) all issued and
outstanding stock options issued by the Company which are not owned by the
Company or its group companies and not already owned by the Offeror or its
group companies.
The stock option plan 2006 is divided into A-, B- and C-series. 2006 C option
rights have not been distributed and they are all in the ownership of a
subsidiary of Cencorp. Cencorp has undertaken not to distribute any 2006 C
stock options before 1 May 2009 hence this Tender Offer does not apply to 2006
stock options.
If the holders of Stock Options subscribe for new Shares in accordance with the
terms and conditions of the Stock Options before the expiration of the Offer
Period, each holder of Stock Options is entitled, during the Offer Period, to
approve the Tender Offer with respect to the new Shares he/she has subscribed
for with the Stock Options, provided that the new Shares subscribed for with
the Stock Options are entered into the subscriber's book-entry account before
the termination of the Offer Period early enough for the holder of these Shares
to participate in the Tender Offer according to its terms and conditions.
Offer Consideration
Shares
The offer consideration for each Share in the Tender Offer is EUR 0.08 in cash
for each Share for which the Tender Offer has been validly accepted and which
acceptance has not been validly withdrawn according to terms and conditions of
the Tender Offer.
Stock Options
The offer consideration for each Stock Option in the Tender Offer, for which
the Tender Offer has been validly accepted according to the terms and
conditions of the Tender Offer and the acceptance of which has not been validly
withdrawn, is (i) EUR 0.01 in cash for each 2006 A Stock option (ii) EUR 0.01
in cash for each 2006 B Stock option and (iii) EUR 0.01 in cash for each 2007 A
Stock Option (”Stock Option Consideration”).
Basis of determining the Offer Consideration
The Share Consideration and the Stock Option Consideration have been determined
based on 64.873.722 Shares and 2.801.400 Stock Options issued and outstanding
as at the date of this Tender Offer Document. Apart from what has been stated
above in the section “Background, objectives and effects of the Tender Offer -
Background of the Tender Offer” regarding the Shares to be directed to Sampo
Bank as a part of the Combined Transaction, in the event that the number of
Shares or Stock Options increases otherwise than in connection with the agreed
Combined Transaction or the Company issues special rights entitling to Shares
in accordance with Chapter 10 of the Companies Act prior to the Completion Date
(as defined under “Preconditions for the Completion of the Tender Offer”
below), other than any issuance of Shares pursuant to the exercise of any Stock
Options, the Offeror shall have the right to adjust the Share Consideration
and/or the Stock Option Consideration accordingly.
Offer Period
The Tender offer is valid from March 2, 2009 at 9:30 a.m. (Finnish Time) and
expires on March 23, 2009 4.00 p.m. (Finnish Time), unless the offer period is
extended or suspended as described below (the “Offer Period”). During the Offer
Period the Company's shareholders and Stock Option holders can accept the
Tender Offer. The acceptance form concerning the acceptance of the Tender Offer
must be received by the recipient before the termination of the Offer Period.
The Offeror reserves the right to extend the Offer Period. The Offer Period may
be extended for a period to be defined later, until all the conditions of the
completion of the Tender Offer have been satisfied (as later defined) or waived
according to the terms and conditions of the Tender Offer. The duration of the
Offer Period in its entirety (including extended Offer Period) may be ten (10)
weeks at the maximum. The Offeror will announce a possible extension of the
Offer Period in a stock exchange release on the first (1) banking day following
the expiration of the original Offer Period, at the latest. Furthermore, the
Offeror will announce any possible further extension of an already extended
Offer Period on the first (1) banking day following the expiration of an
extended Offer Period, at the latest. If the Offeror extends the Offer Period,
the Offer Period will end on the new date of expiration announced by the
Offeror.
Preconditions for the Completion of the Tender Offer
A precondition for the completion of the Tender Offer is that the requirements
set for the completion of the Tender Offer listed below (hereinafter referred
to as the “Preconditions for Completion”) are met on or by the date when the
trades of Shares and Stock Options, as per the Tender Offer, are carried out as
set forth below in the section “Completion of the Tender Offer, Payment and
Settlement” (hereinafter referred to as the “Completion Date”) or that the
requirement for the fulfilment of all or some of them is waived by the Offeror:
(a) Above, in the section “Background, objectives and effects of the Tender
Offer - Background of the Tender Offer”, mentioned agreement between Savcor and
Jokela, agreement between Savcor and Sampo Bank and the Co-operation Agreement
between Cencorp and Photonium Ltd are in force and they have not been
terminated or cancelled;
(b) Sampo Bank has accepted the Tender Offer for all the shares of Cencorp
owned by it on the date of this Tender Offer and, in addition, committed to
subscribe shares directed to it by Cencorp in the Cencorp's directed share
issue decided on 19 February 2009 as set forth below in the section “Cencorp
Plc - Share Issue Authorizations” by setting off the subscription price against
Sampo Bank's 3,567.523,28 € senior-loan receivable from the Company and to sell
on credit the shares so subscribed to Savcor immediately after the Completion
Date;
(c) The Preconditions of entry into force set forth in the transaction
agreement regarding the acquisition of Savcor Alfa Ltd between the Company and
Savcor Face Group Ltd signed on February 2, 2009 are fulfilled. The entry into
force of the transaction agreement in question is conditional upon:
(i) The seller's warranties given by Savcor Face Group Ltd in the agreement or
buyer's warranties given by Cencorp in the agreement have not been
substantially breached;
(ii) The parties have adhered to the provisions of the agreement for the
substantial parts;
(iii) The above, in the section “Background, objectives and effects of the
Tender Offer - Background of the Tender Offer” mentioned Co-operation Agreement
between Cencorp and Photonium Ltd has entered into force; and
(iv) Such matter has not happened or occured in Savcor Alfa Ltd after the
signing of the agreement that, if such matter had been in the knowledge of
Cencorp when signing the agreement, Cencorp would not have, according to
reasonable assessment, entered into the agreement in question;
(d) The Offeror has been irrevocably offered such number of Shares and Stock
Options (taking into account the shares referred to above in the subsection
(b)) prior to the expiration of the Offer Period that the Offeror, provided
that the Tender Offer is completed and including any previous holdings of the
Offeror, obtains title to over fifty-five (55) percent of all Shares issued at
that time and of the related votes, including also any decrease in Offeror's
proportional shareholding (dilution) which results or may result from Stock
Options or other such rights that may be exchanged for Shares during or after
the Offer Period;
(e) A competent court of law or other authority has not issued a legally valid
judgment, decision or order preventing the completion of the Tender Offer nor
is there any pending trial or other official procedure leading to such
judgment, decision or order based on Savcor's reasonable assessment; and
(f) No fact or circumstance has come to the knowledge of the Offeror resulting
in or forming a Material Adverse Change (defined below) or probably resulting
in or forming a Material Adverse Change.
A “Material Adverse Change” means a material adverse change in the operations,
preconditions of operations, organization, assets or financial position of the
Company and/or its subsidiaries or of Photonium Ltd, the party of the
Co-operation Agreement, as whole, or divestments or rearrangements of an
essential part or assets of the Company and/or its subsidiaries or of Photonium
Ltd, the party of the Co-operation Agreement, or other essential measures or
operating plans that are not part of the Company's ordinary business, which can
materially deteriorate or change the operations, organization, assets or
financial position of the Company and/or its subsidiaries or of Photonium Ltd,
the party of the Co-operation Agreement.
The Offeror may, to the extent permitted by law, waive any of the
aforementioned Preconditions for Completion that is not fulfilled. If all
Preconditions for Completion have been fulfilled or the Offeror has waived the
requirement for the fulfillment of all or some of them on the Completion Date
at the latest, the Offeror will consummate the Tender Offer in accordance with
its terms and conditions by purchasing and paying for the Company's Shares and
Stock Options with respect to which the Tender Offer has been validly accepted
and with respect to which the acceptance has not been validly cancelled. If all
or some of the Preconditions for Completion have not been fulfilled or all or
some of the requirements concerning the fulfillment of the Preconditions for
Completion have not been waived as described above, the Offeror may extend the
Offer Period as stated in the section “Offer Period” or decide not to
consummate the Tender Offer.
Increase and Compensation Obligation
The Offeror reserves the right to also acquire Shares during the Offer Period
in public trading in the Helsinki Stock exchange or otherwise at price which
does not exceed Share Consideration of 0,08 euro/Share.
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 or Stock Options during the Tender Offer Period at a higher price than
the Share Consideration or the Stock Option 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 Share Consideration or the
Stock Option Consideration to those shareholders that have accepted the Tender
Offer in connection with the completion 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 or Stock Options within nine (9) months of the termination of the Tender
Offer Period at a higher price than the Share Consideration or Stock Option
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 and Stock Option holders that accepted
the Tender Offer.
According to Chapter 6, Section 13, subsection 5 of the Securities Markets Act
the compensation obligation does not occur if the price which is higher than
the Share Consideration or Stock Option Consideration is based on arbitration
based on the Companies Act provided that the Offeror or another entity related
to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the
Securities Markets Act has not, before or during the arbitration, offered to
acquire Shares or Stock Options on terms that are more favourable than those of
the Tender Offer.
Acceptance Procedure for the Tender Offer
General
The Tender Offer may be accepted by (i) a shareholder registered during the
Offer Period in the shareholders' register of the Company, with the exception
of the Company and its group companies or Offeror and its group companies; and
(ii) a holder of Stock Options registered during the Offer Period in the
register of holders of Stock Options of the Company, with the exception of the
Company and its group companies or Offeror and its group companies.
Shares
The shareholders of the Company providing an acceptance must have cash account
with a financial institution operating in Finland. Shareholders may only
approve the Tender Offer unconditionally and for all Shares that are held in
the book-entry accounts mentioned in the acceptance form of each shareholder at
the time of the execution of the sale of the Shares of such shareholder. The
Offeror has the right to cancel an acceptance which is given only for a part of
Shares that are held in the same book-entry account. Acceptances provided
during the Offer Period are valid also until the expiration of an extended or
discontinued extended Offer Period, if any.
Majority of Finnish account operators will send announcement of the Tender
Offer, instructions and a Tender Offer acceptance form to those customers that
are Company's shareholders. Should the Company's shareholders not receive
instructions or an acceptance form from their account operator (e.g. Euroclear
Finland Ltd), the shareholders can also obtain an acceptance form from the
Sampo Bank's branch offices or be in contact with Sampo Bank's Customer
Service, telephone number +358 (0)10 546 3159, from which the necessary
information required to accept the Tender Offer will be given to shareholders.
In addition, the acceptance form is available at the internet address
www.sampopankki.fi/osakkeet.
Those shareholders whose Shares are nominee-registered and who wish to accept
the Tender Offer must provide their acceptance in accordance with the
instructions given by the administrator of their nominee registrations. The
Offeror will not send an acceptance form or any other documents related to the
Tender Offer to these 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 Company's shareholders in question. The pledge holder's consent must be
delivered to the account operator in writing.
Those 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 account operator in question (e.g. Euroclear Finland Ltd) will not
receive the acceptance form, shareholder can return the form to the Sampo
Bank's branch offices or be in contact with Sampo Bank's Customer Service,
telephone number +358 (0)10 546 3159, from which the necessary information
required to accept the Tender Offer will be given to shareholders.
The Offeror 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 Offer Period taking into account also the
instructions given by the account operator. Shareholders can deliver the
acceptance forms in the way they see fit at their own risk, and the acceptance
form will be considered as delivered only when an account operator or Sampo
Bank has actually received it.
By accepting the Tender Offer the shareholders authorize Sampo Bank 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 the Shares that accept the Tender Offer authorize Sampo Bank or their
account operator to perform any other necessary entries and undertake any other
measures needed for the technical execution of the Tender Offer and to sell all
the Shares held by the shareholder to the Offeror in accordance with the terms
and conditions of the Tender Offer.
Each shareholder of the Company, who has validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer and has not
validly cancelled its acceptance prior to the Completion Date, may not sell or
otherwise control the Shares, as applicable, owned by them if not otherwise
stipulated in the mandatory legislation. The transfer restrictions or a sales
reservation will be entered into the shareholders' book-entry account with
respect to the Shares after the shareholder has delivered the acceptance form.
In connection with the clearing of the completion 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 shareholders. If the
Offeror does not consummate the Tender Offer or if the shareholder validly
cancels his/her acceptance in accordance with the terms and conditions of the
Tender Offer, 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 of the Offeror's notification or receipt of a cancel notification.
In this case, no compensation will be paid to the Company's shareholders. If
the Offeror does not consummate the Tender Offer, no fees or commissions will
be charged from the shareholders for the revoking of the sales reservation or
the restriction on the right of disposal.
Stock Options
Sampo Bank will send announcement of the Tender Offer, instructions and a
Tender Offer acceptance form to those holders of Stock Options living outside
Australia, Hong Kong, Japan, South Africa, Canada and United States who are
registered at Company's Stock Option holder registry during the Offer Period.
Stock Option holders who do not receive announcement in question from Sampo
Bank, may contact to Sampo Bank's Issue Service, telephone number +358 0(10)546
7636. In addition, the acceptance form is available at the internet address
www.sampopankki.fi/osakkeet.
Those Company Stock Option holders, who are entered at the Company's Stock
Option holder registry, that accept the Tender Offer must complete, sign and
return the acceptance form Sampo Bank according to the instructions given by it
and within the time limit set by Sampo Bank. The Offeror 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
Offer Period taking into account also the instructions given by Sampo Bank.
Stock Option holders can deliver the acceptance forms in the way they see fit
at their own risk, and the acceptance form will be considered as delivered only
when Sampo Bank has actually received it.
The holders of Stock Options providing an acceptance must have cash account
with a financial institution operating in Finland. Holders of Stock Options may
only approve the Tender Offer unconditionally and with respect to all Stock
Options owned by them. The Offeror has the right to cancel an acceptance which
is given only for a part of Stock Options owned by the Stock Option holder.
Acceptances provided during the Offer Period are valid also until the
expiration of an extended or discontinued extended Offer Period, if any.
With respect to pledged Stock Options, acceptance of the Tender Offer requires
the consent of the pledge holder. Acquiring this consent is the responsibility
of Company's Stock Option holders in question. The pledge holder's consent must
be delivered to the account operator in writing.
By returning the Tender Offer the Company Stock Option holders authorize Sampo
Bank to undertake any measures needed for the technical execution of the Tender
Offer and to sell all Company Stock Options to the Offeror in accordance with
the terms and conditions of the Tender Offer.
Each holder of Stock Options, who has validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer and have not
validly cancelled their acceptance, may not sell or otherwise control the Stock
Options, as applicable, owned by them.
Share and Stock Option Holders' Right of Withdrawal of Acceptance
An acceptance of the Tender Offer may be withdrawn by a shareholder of the
Company or a holder of Stock Options at any time before the expiration of the
Tender Offer Period (including any extended Offer Period).
Valid cancellation of the Tender Offer requires that a cancellation
notification in writing is delivered before the expiration of Offer Period to
the account operator to whom the original Tender Offer acceptance notification
was delivered. For nominee-registered holdings, shareholders and/or holders of
Stock Options must tell the administrator managing the nominee registration to
deliver the cancellation notification.
Account operators managing a book-entry account or an administrator of nominee
registrations may charge from the Shareholder or Stock Option holder a
cancellation fee according to their price lists and, in the case that a valid
acceptance is cancelled, some account operators may charge separately for the
registration of relevant entries regarding the acceptance and cancellation. A
shareholder of the Company or a holder of Stock Options, who withdraws its
acceptance, is obligated to pay any fees that the account operator operating
the relevant book-entry account or the nominee of a nominee-registered holding
may collect for the withdrawal.
A shareholder or a holder of Stock Options, who has validly withdrawn its
acceptance of the Tender Offer, may accept the Tender Offer again during the
Offer Period (including any extended Offer Period) by following the procedure
set out under “Acceptance Procedure for the Tender Offer” above.
Notification of the Outcome of the Tender Offer
The preliminary outcome of the Tender Offer will be notified by stock exchange
release on the first (1st) banking day following the expiration of the Offer
Period. The final outcome of the Tender Offer will be notified on or about the
third (3rd) banking day following the expiration of the Offer Period. In
connection with the notification of the final outcome, the number of those
Shares and Stock Options for which the Tender Offer has been accepted and the
acceptance has not been validly withdrawn, will be confirmed and, in addition,
the Offeror will confirm whether the Tender Offer will be executed.
Completion of the Tender Offer, Terms of Payment and Settlement
Shares
If all Preconditions for Completion have been fulfilled (or, to the extent
permitted by law, the Offeror has waived the requirement for the fulfilment)
during the Offer Period, the Tender Offer will be completed with respect to all
the Company's shareholders who have validly accepted the Tender Offer
preliminary no later than fourth (4th) day following the expiration of the
Offer Period (Completion Date) i.e. preliminarily on March 27, 2009 at the
latest.
To the extent possible, the completion trades of the Shares will be executed on
the Helsinki Stock Exchange. Otherwise, the completion trades will be executed
outside the Helsinki Stock Exchange. Transactions regarding Shares will be
settled on or about the third (3rd) banking day following the Completion Date
(hereinafter the “Clearing Day”) i.e. preliminarily on April 1, 2009 at the
latest.
The Share Consideration will be paid on the Clearing Day to the bank account
associated with the book-entry account of the shareholder who has validly
accepted the Tender Offer, or in the case of nominee-registered Shareholders,
to the bank account designated in the acceptance form. Those shareholders,
whose bank account is at a different financial institution than the book-entry
account, will receive the Share Consideration in their bank account in
accordance with the payments traffic schedule of financial institutions;
approximately two (2) banking days after the Clearing Day.
The Offeror reserves the right to postpone the payment of the Share
Consideration if payment is prevented or suspended due to Force Majeure. The
Offeror will perform the payment immediately after Force Majeure has been
resolved or removed.
Stock Options
If all Preconditions for Completion have been fulfilled (or, to the extent
permitted by law, the Offeror has waived the requirement for the fulfillment)
during the Offer Period, the Tender Offer will be completed with respect to all
the Company's holders of Stock Options who have validly accepted the Tender
Offer preliminary no later than seventh (7th) day following the expiration of
the Offer Period, i.e. preliminarily on April 1, 2009 at the latest. The
completion trades of Stock Options will be executed outside the Helsinki Stock
Exchange
The clearing of the Stock Option trades will be in the same day as the sale
will be completed, i.e. approximately on the seventh (7th) day following the
expiration of the Offer Period (hereinafter the “Clearing Day of the Stock
Options”).
The Stock Option Consideration will be paid on the Clearing Day of the Stock
Options to the bank account specified in the acceptance form. Those Stock
Option holders, whose bank account is at a different financial institution than
the book-entry account, will receive the Stock Option Consideration in their
bank account in accordance with the payments traffic schedule of financial
institutions; approximately two (2) banking days after the Clearing Day of the
Stock Options.
The Offeror reserves the right to postpone the payment of the Stock Option
Consideration if payment is prevented or suspended due to Force Majeure. The
Offeror will perform the payment immediately after Force Majeure has been
resolved or removed.
Transfer of Title
Shares
Title to the Shares in respect of which the Tender Offer has been validly
accepted, and not validly withdrawn, will pass to the Offeror on the Clearing
Day against payment of the Share Consideration.
Stock Options
Title to the Stock Options in respect of which the Tender Offer has been
validly accepted, and not validly withdrawn, will pass to the Offeror on the
Clearing Day of the Stock Options against payment of the Stock Option
Consideration.
Transfer Tax and Other Payments
The Offeror will pay any transfer tax that may be charged in Finland in
connection with the sale of Shares and Stock Options pursuant to the Tender
Offer.
Each Company's shareholder and Stock Option holder is liable for the fees and
commissions charged, based on agreement with the shareholder or Stock Option
holder, by account operators, custodians, administrators of nominee-registered
Shares or Stock Options or other related parties based on the release of
collateral or the revoking of any other restrictions preventing the sale of
Shares or Stock Options. The Offeror 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 Shares and Stock Options and
paying the Share Consideration and/or Stock Option Consideration in compliance
with the Tender Offer.
Should a Shareholder or Stock Option holder cancel his/her acceptance of this
Tender Offer, some account operators may charge the shareholder separately for
the registration of the relevant entries regarding the acceptance and
cancellation.
Other Matters
The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 6, Section 7 of the Finnish Securities Market
Act.
Should the Finnish Financial Supervision Authority give an order regarding an
extension of the Offer Period, the Offeror reserves the right to decide upon
the withdrawal of the Tender Offer in accordance with Chapter 6, Section 5 of
the Finnish Securities Market Act.
Should a competing tender offer be published by a third party during the Offer
Period, the Offeror reserves the right, as stipulated in Chapter 6, Section 8
of the Finnish Securities Market Act, to (i) decide upon an extension of the
Offer Period; (ii) decide upon an amendment of the terms and conditions of the
Tender Offer; and (iii) decide, during the Offer Period but before the
expiration of the competing offer, to let the Tender Offer lapse.
The Offeror will decide on all other matters related to the Tender Offer.
The Tender Offer is not being made, and the Shares and Stock Options will not
be accepted for purchase from or on behalf of any persons, in any jurisdiction
in which the making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require
any registration, approval or filing with any regulatory authority not
expressly contemplated by the terms of this Tender Offer Document. The Tender
Offer is not being made, directly or indirectly, in or into Australia, Canada,
Hong Kong, Japan, New Zealand, South Africa or the United States and this
Tender Offer Document and any and all materials related thereto should not be
sent in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa
or the United States.
SAVCOR GROUP LTD'S PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN CENCORP PLC WILL COMMENCE ON 2 MARCH 2009
| Source: Nasdaq Helsinki Oy