Annex 2: Offer Document published by OP-Pohjola on 21 Feb 2014 related to the stock exchange release on OP-Pohjola Group Central Cooperative's public voluntary bid for all Pohjola Bank plc outstanding shares, published by Pohjola Bank plc on Friday 21 February 2014 at 3.30 pm, contained incorrect information. In the signature page of the Report by the Board of Directors in Annex 2 (on page E-348), Merja Auvinen was incorrectly stated as member of the Board of Directors. Marjo Partio is the correct Board member. The full stock exchange release published on Friday 21 February 2014 can be found below, Annex 1 and the corrected Annex 2.
Pohjola Bank plc
Stock exchange release
21 February 2014, 3:30 pm
NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
OP-Pohjola Group Central Cooperative to commence the public voluntary bid for all Pohjola Bank plc outstanding shares on 24 February 2014
With reference to the stock exchange release by OP-Pohjola Group Central Cooperative (the "Offeror") on 6 February 2014 (the "Launch Release") concerning the launch of a public voluntary bid (the "Bid") by the Offeror for the outstanding Pohjola Bank plc ("Pohjola") Series A and K shares (the "Shares") that are not already held by the Offeror, OP-Pohjola Group Central Cooperative today published the tender offer document (the "Offer Document") approved by the Finnish Financial Supervisory Authority on 21 February 2014 related to the Bid.
According to the Offer Document, the acceptance period for the Bid will commence on 24 February 2014 at 9:30 am (Finnish time) and expire on 1 April 2014 at 4:00 pm (Finnish time) (the "Offer Period"). The Offeror reserves the right to extend the Offer Period from time to time in accordance with the terms and conditions of the Bid.
The consideration being offered is EUR 16.80 in cash for each Share with respect to which the Bid has been validly approved (the "Offer Price"). The Offer Price is approximately 18.1 per cent higher than the Series A share closing price of EUR 14.23 on the NASQAQ OMX Helsinki on 5 February 2014, i.e. the last trading day before the announcement of the Bid. The Offer Price represents a premium of approximately 23.3 per cent compared with the volume-weighted average trading price of the Series A Shares on the NASDAQ OMX Helsinki during the six (6) month period preceding the announcement of the Bid and a premium of approximately 30.5 per cent compared with the volume-weighted average trading price of the Shares on the NASDAQ OMX Helsinki during the twelve (12) month period preceding the announcement of the Bid.
The Offer Price per share will be reduced by the amount of dividends per share or of any other asset distribution in accordance with the terms and conditions of the Bid. Pohjola's Board of Directors has proposed to the Annual General Meeting to be held on 20 March 2014 that a per-share dividend of EUR 0.67 be paid on each Series A share and a per-share dividend of EUR 0.64 be paid on each Series K shares. The dividend approved by the Annual General Meeting will be deducted from the Offer Price in accordance with the terms and conditions of the Bid.
On 13 February 2014, Pohjola's Board of Directors issued a statement pertaining to the Bid as referred to in Chapter 11, Section 13 of the Securities Markets Act (746/2012 as amended). In its statement, the Board of Directors considers that the Bid provides a reasonable alternative for shareholders in prevailing circumstances and recommends acceptance of the Bid to the shareholders. As part of its evaluation of the Bid, the Pohjola Board of Directors has requested from Deutsche Bank AG, London Branch, to deliver a fairness opinion (the "Fairness Opinion") concerning the fairness, from a financial point of view, of the Offer Price to Pohjola's shareholders not affiliated with the Offeror or its affiliated parties. The statement issued by the Board of Directors on 13 February 2014 through a stock exchange release and the Fairness Opinion appended thereto are available at www.pohjola.com.
On 12 February 2014, Ilmarinen Mutual Pension Insurance Company ("Ilmarinen"), which holds 10.00 per cent of the shares issued by Pohjola and 5.42 per cent of the votes conferred by the shares, announced that its Board of Directors has decided to accept the Bid. In addition, according to the stock exchange release published by the Offeror on 21 February 2014 the majority of OP-Pohjola Group member cooperative banks (a total of 123 banks out of 183 banks) have undertaken towards the Offeror to accept the Bid with respect to the Shares they hold, and the Offeror is expecting to receive similar undertakings to accept the Bid also from the remaining member cooperative banks by 24 February 2014. If the Offeror executes the Bid, the shares with respect to which Ilmarinen and the aforementioned cooperative banks have announced that they will accept the Bid would increase the Offeror's holding in the shares issued by Pohjola to approximately 65.01 per cent and the related votes to approximately 80.20 per cent pursuant to the shareholders register of Pohjola maintained by Euroclear Finland Ltd ("Euroclear") as of 20 February 2014.
The Offer Document will be available in Finnish from 24 February 2014 onwards at the office of the Offeror, Vääksyntie 4, 00510 Helsinki, at the office of the lead manager, Pohjola Bank plc's Capital Markets Financing department, Vääksyntie 4, 00510 Helsinki, and at NASDAQ OMX Helsinki Ltd, Fabianinkatu 14, 00100 Helsinki, and from 21 February 2014 onwards at www.op.fi and at www.pohjola.com.
Most Finnish book-entry account operators will send a notification of the Bid, including the related instructions and acceptance form to their customers who are registered as shareholders in Pohjola's shareholders register maintained by Euroclear. Shareholders not receiving such notification from their account operator or asset manager can contact any branch of OP-Pohjola Group cooperative banks or Helsinki OP Bank Plc where such shareholders will receive the necessary information and can give their acceptance.
A shareholder of Pohjola who wishes to accept the Bid shall submit a properly completed and duly executed acceptance form to his book-entry account operator in accordance with its instructions and within the time set by the account operator or, in case such account operator does not accept acceptance forms (e.g. Euroclear), such shareholder may contact any branch of OP-Pohjola Group cooperative banks or Helsinki OP Bank Plc to accept the Bid with respect to the Shares he holds.
A shareholder of Pohjola whose Shares are registered in the name of a nominee and who wishes to accept the Bid shall give his acceptance in accordance with the nominee's instructions.
The execution of the Bid will be subject to the satisfaction or waiver by the Offeror of certain conditions to execution in accordance with the terms and conditions of the Bid.
The Offeror has announced that it has bought and plans to buy Shares outside of the Bid directly in trading on the NASDAQ OMX Helsinki or otherwise in such a way that the purchase price of Shares will not exceed the Offer Price and that the other terms and conditions governing such purchases are not more favourable than the Bid.
The Offeror will announce the preliminary result of the Bid on or about the first Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period, and will announce the final result on or about the third Finnish banking day following the expiry of the Offer Period or, if applicable, the extended or discontinued Offer Period. The announcement of the final result will confirm (i) the percentage of the Shares that have been validly tendered and not properly withdrawn and (ii) whether the Bid will be executed.
The detailed terms and conditions of the Bid (Annex 1) and the tender offer document published by OP-Pohjola Central Cooperative dated 21 February 2014 (Annex 2) are appended in their entirety to this release.
Deutsche Bank AG (London Branch) has acted as Pohjola's financial advisor and Hannes Snellman Attorneys Ltd as legal counsel with respect to the Bid.
Pohjola Bank plc
Carina Geber-Teir
Chief Communications Officer
DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
op.fi and pohjola.com
FOR MORE INFORMATION, PLEASE CONTACT:
Vesa Aho, CFO, tel. +358 (0)10 252 2336
Niina Pullinen, Senior Vice President, Investor Relations, tel. +358 (0)10 252 4494
Pohjola is a Finnish financial services group which provides its customers with banking, non-life insurance and asset management services. Our mission is to promote the sustainable prosperity, security and wellbeing of our customers. Profitable growth and an increase in company value form our key objectives. Pohjola Group serves corporate customers in Finland and abroad by providing an extensive range of financial, investment, cash-management and non-life insurance services. We offer non-life insurance and private banking services to private customers. Pohjola Series A shares have been listed on the Large Cap List of the NASDAQ OMX Helsinki since 1989. The number of shareholders totals around 32,000. Pohjola's consolidated earnings before tax amounted to 473 million euros in 2013 and the balance sheet total amounted to 44 billion euros on 31 December 2013. Pohjola is part of OP-Pohjola Group, the leading financial services group in Finland with 4.3 million customers.
www.pohjola.com
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Conduct Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Conduct Authority are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Pohjola Bank plc and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Pohjola Bank plc for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to any matters referred to herein.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO MAKE A SALES OFFER. NO TENDER OFFER WILL BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE OFFERING OR OFFER PARTICIPATION WOULD BE PROHIBITED BY APPLICABLE LAW, OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR ANY OTHER REQUIREMENT WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. IN PARTICULAR, NO TENDER OFFER WILL BE MADE DIRECTLY OR INDIRECTLY IN OR INTO, OR BY USE OF THE POSTAL SERVICE OR ANY OTHER MEANS (INCLUDING, WITHOUT LIMITATION, FACSIMILE, TELEX, TELEPHONE OR THE INTERNET) OR ANY FACILITIES OF A SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
