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2009-03-30 08:00:00 CEST 2009-03-30 08:00:14 CEST REGULATED INFORMATION Pohjola Pankki Oyj - Total number of voting rights and capitalPohjola Resolved on Commencing Rights Offering and Announces Terms and ConditionsNot for release in the United States, Australia, Canada or Japan. Pohjola Bank plc Company Release, Release Category: Changes in share capital and votes 30 March 2009, at 9.00 am Finnish Time (GMT+3) Pohjola Resolved on Commencing Rights Offering and Announces Terms and Conditions On the basis of the authorisation given by the Annual General Meeting of 27 March 2009, Pohjola Bank plc's ("Pohjola" or the “Company") Board of Directors has resolved to offer up to 91 179 502 new Series A shares and up to 25 021 013 new Series K shares (collectively, the "Offer Shares") for subscription primarily by the Company's existing shareholders. Following the rights offering, the total number of the Offer Shares is expected to represent approximately 36.4% of the total number of the Company's shares and for 36.4% of the votes conferred by such shares. Terms and conditions in summary - A rights offering of EUR 307.9 million with preferential rights for Pohjola's existing shareholders - The subscription price for new Series A shares and new Series K shares is EUR 2.65 per share. - Four (4) new Series A or Series K shares for every seven (7) existing Series A or Series K shares held, respectively (4 to 7) - The record date is 2 April 2009 - Trading in A-subscription rights commences on 7 April 2009 and ends on 17 April 2009 - The subscription period is from 7 April 2009 to 24 April 2009 - Pohjola's largest shareholders OP-Pohjola Group Central Cooperative (the “Central Cooperative"), Suomi Mutual Life Assurance Company and Ilmarinen Mutual Pension Insurance Company have each committed to subscribe for their pro rata share of the Offer Shares, these commitments representing 50.2% of the shares offered in the rights offering. In addition, the Central Cooperative has committed to subscribe for any Offer Shares that remain unsubscribed for in the rights offering. Expected timetable for the rights offering -------------------------------------------------------------------------------- | 30 March | Prospectus published | -------------------------------------------------------------------------------- | 31 March | First day of trading in Pohjola shares excluding the right to | | | participate in the rights offering | -------------------------------------------------------------------------------- | 2 April | Record date | -------------------------------------------------------------------------------- | 7-17 | Trading in A-subscription rights | | April | | -------------------------------------------------------------------------------- | 7-24 | Subscription period | | April | | -------------------------------------------------------------------------------- | 30 April | Final results of the rights offering announced | -------------------------------------------------------------------------------- Overview of the rights offering Shareholders who are registered on the Shareholder Register, maintained by Euroclear Finland Ltd, on the record date of 2 April 2009 shall automatically receive one (1) A-subscription right for each Series A share held on the record date and one (1) K-subscription right for each Series K share held on the record date. Each seven (7) A-subscription rights will entitle its holder to subscribe for four (4) new Series A shares and each (seven 7) K-subscription rights will entitle its holder to subscribe for four (4) new Series K shares (the "Primary Subscription Right"). Fractions of shares may not be subscribed for. A-subscription rights are freely transferable, whereas the holding of K-subscription rights is restricted to entities referred to in Article 5 of Pohjola's Articles of Association that may hold Series K shares. A-subscription rights will be subject to public trading on NASDAQ OMX Helsinki Ltd from 7 April 2009 to 17 April 2009. K-subscription rights will not be admitted to public trading. In addition, a holder of Series A shares, who has exercised his Primary Subscription Right in full, will have the right to subscribe for new Series A shares not subscribed for pursuant to the Primary Subscription Right and a holder of Series K shares, who has exercised his Primary Subscription Right in full, will have the right to subscribe for new Series K shares not subscribed for pursuant to the Primary Subscription Right. The subscription price for new Series A shares and new Series K shares is EUR 2.65 per share. The subscription period will begin at 9.30 am (Finnish time) on 7 April 2009 and expire at 4.30 pm (Finnish time) on 24 April 2009. The Company will announce the final results of the rights offering in a stock exchange release on or about 30 April 2009. The full terms and conditions of the rights offering are set out in the appendix to this release. Background and rationale At the end of 2008, Pohjola's Tier 1 ratio, in accordance with the Finnish Act on Credit Institutions, stood at 9.6% without taking into account Basel II transitional rules and at 9.4% taking into account Basel II transitional rules. Pohjola's newly revised minimum Tier 1 ratio target is 9.5% over the business cycle, compared to the minimum regulatory capital requirement standing at 4.0%. At the end of 2008, Pohjola's capital adequacy ratio was 11.7%, with the minimum regulatory requirement being 8.0%. If completed, the rights offering is expected to further raise Pohjola's year-end 2008 Tier 1 ratio to 11.9% (pro forma), without taking into account the transitional rules. Currently, the Company's Tier 1 hybrid instruments total EUR 274 million, accounting for 13.8% of Tier 1 capital. Following the rights offering, the Company will have the capacity, if necessary, to increase its Tier 1 hybrid instruments to approximately EUR 1.1 billion, based on hybrid instruments which may account for the maximum of 35% of Tier 1 capital (pro forma figures at the end of 2008). Pohjola believes that its capital adequacy is currently strong. Nevertheless, by the contemplated rights offering Pohjola wishes to secure its corporate customers' funding opportunities in an environment where companies' access to funding has become increasingly difficult. Capital adequacy has recently become an important competitive factor in competition between banks. By increasing its capital base, Pohjola also aims to strengthen its position as a central and well-capitalised participant within the financial sector and to prepare for an expected increased need of capital as a result of the economic downturn. Subscription commitments and subscription guarantee Pohjola's largest shareholders, the Central Cooperative, Suomi Mutual Life Assurance Company and Ilmarinen Mutual Pension Insurance Company, have committed to subscribing for Offer Shares in the rights offering, as follows: the Central Cooperative 12 706 661 new Series A shares and 22 050 994 new Series K shares, Suomi Mutual Life Assurance Company 11 904 971 new Series A shares and Ilmarinen Mutual Pension Insurance Company 11 620 051 new Series A shares, totalling 36 231 683 new Series A shares and 22 050 994 new Series K shares and accounting for a total of 50.2% of all Offer Shares. In addition, the Central Cooperative has given a subscription guarantee pursuant to which it will subscribe for any Offer Shares that remain unsubscribed for in the rights offering. Under the terms and conditions of the subscription guarantee, the Central Cooperative's votes conferred by Pohjola shares shall not exceed 65% during and after the rights offering. For this purpose, the Central Cooperative has agreed to convert, if necessary, a sufficient number of Series K shares it holds into Series A shares. Other information J.P. Morgan Securities Ltd and Pohjola Corporate Finance Ltd are acting as joint bookrunners and joint lead managers for the rights offering. A conference call in English for investors and analysts will be held today, starting at 4.00 pm (Finnish time). For registration and the PIN code required for the conference call, please contact Anne Hasso, anne.hasso@pohjola.fi or +358 (0)10 252 2569. Pohjola Bank plc Markku Koponen Senior Vice President (Corporate Communications) For further information, please contact: Mikael Silvennoinen, President and CEO, tel. +358 (0)10 252 2549 Jouko Pölönen, CFO, tel. +358 (0)10 252 3405 Markku Koponen, Senior Vice President (Corporate Communications), tel. +358 (0)10 252 2648 DISTRIBUTION NASDAQ OMX Helsinki London Stock Exchange SWX Swiss Exchange Major media pohjola.fi, op.fi Disclaimer: This document may not be distributed or sent into the United States, Australia, Canada or Japan. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The company has not registered, and does not intend to register, any portion of any offering of its securities in the United States, and does not intend to conduct a public offering of its securities in the United States. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons who are members or creditors of the company to which this communication relates, falling within article 43(2) of the Order (all such persons in (i), (ii) (iii) and (iv) above together being referred to as "relevant persons"). The securities offered are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the ("Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at subscription locations in Finland. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document includes forward-looking statements. These forward-looking statements include all matters that are not historical facts, statements regarding the company's intentions, beliefs or current expectations concerning, among other things the company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the company operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and speak only as of the date they are made. The company cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which the company operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the company's results of operations, financial condition and liquidity and the development of the industry in which the company operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in future periods. The company does not undertake any obligation to review or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this document. J.P.Morgan Securities Ltd. and Pohjola Corporate Finance Ltd are acting exclusively for the company and for no-one else in connection with the offering. They will not regard any other person (whether or not a recipient of this document) as a client in relation to the offering. J.P.Morgan Securities Ltd. and Pohjola Corporate Finance Ltd will not be responsible for anyone other that the company for providing the protections afforded to their respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to in this document. APPENDIX TERMS AND CONDITIONS OF THE OFFERING Overview of the offering The Annual General Meeting of Shareholders of Pohjola Bank plc (“Pohjola” or the “Company”) resolved on 27 March 2009 to authorise the Company's Board of Directors to decide on one issue of new shares in the Company in such manner that the aggregate maximum number of new series A shares to be issued shall be 117,700,000 and the aggregate maximum number of new series K shares to be issued shall be 32,300,000. The Company's Board of Directors has on 27 March 2009 resolved on the basis of the authorisation given by the Annual General Meeting of Shareholders of Pohjola to issue up to 91,179,502 new series A shares (the “New A-Shares”) and up to 25,021,013 new series K shares (the “New K-Shares” and together with the New A-Shares, the “Offer Shares”) primarily to the existing shareholders of the Company (the “Offering”), in accordance with the terms and conditions presented herein. Provided that the Offer Shares are subscribed for in full, the New A-Shares issued in the Offering represent approximately 57.1 per cent of the Company's series A shares and votes conferred by the series A shares prior to the Offering and approximately 36.4 per cent of the Company's series A shares and votes conferred by the series A shares after the Offering. Correspondingly, the New K-Shares issued in the Offering represent approximately 57.1 per cent of the Company's series K shares and votes conferred by the series K shares prior to the Offering and approximately 36.4 per cent of the Company's series K shares and votes conferred by the series K shares after the Offering. Altogether, the Offer Shares represent at the maximum approximately 57.1 per cent of all shares in the Company and 57.1 per cent of the votes conferred by all shares in the Company prior to the Offering and at the maximum approximately 36.4 per cent of all shares in the Company and 36.4 per cent of the votes conferred by all shares in the Company subsequent to the Offering. Subscription right Primary subscription right The Offer Shares will be offered to the Company's shareholders in proportion to their shareholding in such manner that the New A-Shares shall be offered to the holders of the Company's series A shares and the New K-Shares shall be offered to the holders of the Company's series K shares, respectively. Pohjola's shareholders who are registered on the shareholders' register maintained by Euroclear Finland Ltd on the record date 2 April 2009 (the “Record Date”), shall receive one (1) subscription right in a form of a book-entry entitling its holder to subscribe for New A-Shares (the “A-Subscription Right”) (ISIN code FI0009503080, trading code POH1SU0109) for each series A share in the Company owned on the Record Date and one (1) subscription right in a form of a book-entry entitling its holder to subscribe for New K-Shares (the “K-Subscription Right” and together with the A-Subscription Right, the “Subscription Rights”) (ISIN code FI0009503098) for each series K share in the Company owned on the Record Date (the “Primary Subscription Right”). The A-Subscription Rights are freely negotiable whereas the holding of K-Subscription Rights is restricted to those entities that according to Article 5 of the Articles of Association of Pohjola may hold series K shares. The A-Subscription Rights will be subject to public trading on NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) between 7 April 2009 and 17 April 2009. K-Subscription Rights will not be admitted to public trading. Secondary subscription right In addition, a holder of the Company's series A shares who was registered on the Company's shareholders' register on the Record Date and exercised his or her Primary Subscription Right in full, will have the right to subscribe for New A-Shares that were not subscribed for pursuant to the Primary Subscription Right and, respectively, a holder of the Company's series K shares who was registered on the Company's shareholders' register on the Record Date and exercised his or her Primary Subscription Right in full, will have the right to subscribe for New K-Shares that were not subscribed for pursuant to the Primary Subscription Right (the “Secondary Subscription Right”). A shareholder who wishes to exercise his or her Secondary Subscription Right shall indicate the maximum number of Offer Shares that the shareholder will subscribe for pursuant to the Secondary Subscription Right in connection with the subscription pursuant to the Primary Subscription Right. Secondary Subscription Rights may not be transferred. Unsubscribed Offer Shares Offer Shares which have not been subscribed for pursuant to the Primary Subscription Right or the Secondary Subscription Right can be allocated for subscription to parties as determined by the Company's Board of Directors. Subscription price The subscription price for New A-Shares and New K-Shares is EUR 2.65 per share. The subscription price shall be fully recorded into the invested non-restricted equity fund of the Company. The subscription price is less than the closing price of a series A share in the Company on the Helsinki Stock Exchange on 27 March 2009, which was EUR 5.75. Subscription period The subscription period pursuant to the Primary Subscription Right and the Secondary Subscription Right will commence on 7 April 2009 at 9.30 a.m. (Finnish time) and expire on 24 April 2009 at 4.30 p.m. (Finnish time) (the “Subscription Period”). Account operators may impose a deadline for subscription that is earlier than the expiration of the Subscription Period. Offer Shares which have not been subscribed for pursuant to the Primary Subscription Right or the Secondary Subscription Right, and which the Company's Board of Directors offers for subscription to parties determined by it, shall be subscribed for in accordance with the instructions given by the Company's Board of Directors, however, at the latest on 30 April 2009. Subscription ratio Each seven (7) A-Subscription Right will entitle its holder to subscribe for four (4) New A-Shares and each seven (7) K-Subscription Right will entitle its holder to subscribe for four (4) New K-Shares. Fractions of Offer Shares cannot be subscribed for. Submission of subscription orders Subscription orders can be submitted via the following subscription places: - Offices of the cooperative banks belonging to OP-Pohjola Group and of Helsinki OP Bank Plc during their normal business hours. - OP + 358 100 0500 Call service. Customers subscribing through the call service shall have a personal network service agreement with OP-Pohjola Group. When subscribing through the call service, identification shall be confirmed by network identification codes. In addition, subscription orders may be submitted to the account operators who have an agreement with Pohjola Corporate Finance Ltd on reception of subscriptions. Account operators may impose a deadline for subscription that is earlier than the expiration of the Subscription Period. Subscriptions and payment Subscription for Offer Shares shall be effected through cash payment of the subscription price. In order to subscribe for Offer Shares, the holder of Subscription Rights shall follow the instructions provided by the holder's account operator. In the event the holder does not receive instructions from its account operator, the holder should contact one of the above mentioned subscription places to effect the subscription. The subscription price must be paid in full at the time of the subscription in accordance with the instructions given by the subscription place or the account operator within the payment period determined by the account operator. Offer Shares which have not been subscribed for pursuant to the Primary Subscription Right or the Secondary Subscription Right and which are offered for subscription to parties determined by the Company's Board of Directors, shall be paid for in accordance with the instructions given by the Company's Board of Directors. Those shareholders of the Company or other investors participating in the Offering, whose shares of the Company or Subscription Rights are registered in the name of a nominee, shall give a subscription order in accordance with the instructions of the nominee. A subscription made pursuant to the Primary Subscription Right or the Secondary Subscription Right is binding and it cannot be amended or cancelled except as provided in section “Right to withdrawal in accordance with the Finnish Securities Market Act”. Subscription Rights which have not been exercised by the end of the Subscription Period 24 April 2009 will expire as having no value. Decisions regarding the Offering The Company's Board of Directors will approve all subscriptions made pursuant to the Primary Subscription Right and in accordance with these terms and conditions of the Offering and applicable laws and regulations regarding the share subscription. If no oversubscription occurs pursuant to the Secondary Subscription Right, the Company's Board of Directors will approve all subscriptions made pursuant to the Secondary Subscription Right and in accordance with these terms and conditions of the Offering and applicable laws and regulations regarding the share subscription. If oversubscription pursuant to the Secondary Subscription Right occurs, the subscriptions of the Company's shareholders are to be accepted in the proportions of their shareholding on the Record Date up to the maximum amount of their secondary subscription. The proportion of the shareholding on the Record Date shall be calculated separately for series A shares and series K shares. If a shareholder of the Company does not receive all Offer Shares he or she has subscribed for pursuant to the Secondary Subscription Right, the subscription price of the non-received Offer Shares will be refunded to the shareholder's bank account given in connection with the subscription on or about 4 May 2009. The funds will be refunded without interest. If Offer Shares remain unsubscribed for pursuant to the Primary Subscription Right and the Secondary Subscription Right, and if the Company's Board of Directors allocates the remaining Offer Shares for subscription to parties determined by it, the Board of Directors has full discretion to accept or reject these subscriptions. The Company will publish the final results of the Offering in a stock exchange release on or about 30 April 2009. Subscription commitments and subscription guarantee The largest shareholders of Pohjola, OP-Pohjola Group Central Cooperative (the “Central Cooperative”), Suomi Mutual Life Assurance Company and Ilmarinen Mutual Pension Insurance Company have each separately undertaken to subscribe for Offer Shares in the Offering as follows: the Central Cooperative 12,706,661 New A-Shares and 22,050,994 New K-Shares, Suomi Mutual Life Assurance Company 11,904,971 New A-Shares and Ilmarinen Mutual Pension Insurance Company 11,620,051 New A-Shares, together 36,231,683 New A-Shares and 22,050,994 New K-Shares which in total corresponds to 50.2 per cent of all Offer Shares. In addition, the Central Cooperative has given the Company a subscription guarantee, according to which it will subscribe for the Offer Shares that remain unsubscribed for in the Offering. The subscription commitments and the subscription guarantee are described in the offering circular concerning the Offering (the “Offering Circular”) in section “Plan of distribution, subscription commitments and subscription guarantee”. See also section “Risk factors - Risks related to the Offer Shares and the Offering - The significant influence of Pohjola's majority shareholder” of the Offering Circular. Right to withdrawal in accordance with the Finnish Securities Market Act If the Offering Circular is supplemented due to an error or omission in accordance with the Finnish Securities Market Act (495/1989, as amended, the “Finnish Securities Market Act”), investors who have made a subscription prior to the publication of the supplement to the Offering Circular, are entitled to withdraw their subscription according to the Finnish Securities Market Act within two (2) business days, or, if so decided by the Finnish Financial Supervisory Authority for special reasons, within a longer period not, however, exceeding four (4) business days, after the publication of the supplement to the Offering Circular. The potential withdrawal from subscription covers subscriptions made by subscription being withdrawn in their entirety. Investors will be notified of their right to withdrawal in the Company's stock exchange release in connection with the publication of the supplement, in which release also further instructions relating to the use of the right to withdrawal will be given. If a subscription is withdrawn, the institution to which subscription instructions were submitted to will refund the paid subscription price to the bank account notified by the investor in connection with the subscription. Subsequently, the Subscription Rights will be re-entered into the shareholder's book-entry account within approximately three (3) business days after the withdrawal notification has been submitted. The funds will be refunded without interest. If a shareholder of the Company has sold or otherwise transferred his or her Subscription Rights, such sale or transfer cannot be withdrawn. Registration of shares to book-entry accounts and trading After the subscription has been effected, interim shares corresponding to the Offer Shares subscribed for pursuant to the Primary Subscription Right (the “Interim Shares”) will be entered into the subscriber's book-entry account. The Offer Shares subscribed for pursuant to the Secondary Subscription Right will be entered into the subscriber's book-entry account after the registration of the Offer Shares with the Finnish Trade Register (the “Trade Register”) on or about 4 May 2009. The ISIN code of the Interim Shares corresponding to New A-Shares will be FI0009016208 and the trading code will be POH1SN0109. The ISIN code of the Interim Shares corresponding to New K-Shares will be FI0009016216. Trading in Interim Shares corresponding to New A-Shares, as a separate class of securities, will commence on the Helsinki Stock Exchange on the first trading day after the expiration of the Subscription Period, on or about 27 April 2009. The Company's series K shares are not admitted to public trading and the Interim Shares corresponding to New K-Shares shall not be admitted to public trading. The Interim Shares corresponding to New A-Shares will be combined with the Company's current series A shares (ISIN code FI0009003222, trading code POH1S) and the Interim Shares corresponding to New K-Shares will be combined with the Company's current series K shares (ISIN code FI0009003925) after the registration of the Offer Shares with the Trade Register. The combination is estimated to take place on or about 4 May 2009 and the New A-Shares will be subject to trading together with the Company's existing series A shares on or about 5 May 2009. The New A-Shares are freely negotiable whereas the holding of series K shares is restricted to those entities that according to Article 5 of the Articles of Association of Pohjola may hold series K shares. Shareholder rights The Offer Shares entitle to right to dividend and other distribution of funds as well as other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register, on or about 4 May 2009. The New A-Shares offered in the Offering will rank pari passu with all outstanding series A shares in Pohjola. Correspondingly, the New K-Shares offered in the Offering will rank pari passu with all outstanding series K shares in Pohjola. Each New A-Share entitles to one vote and each New K-Share entitles to five votes in a General Meeting of Shareholders of the Company. See sections “Description of the shares and share capital” and “Dividends and dividend policy” of the Offering Circular. Transfer tax and other expenses No transfer tax is payable on the share subscription. Each account operator will charge the investor in accordance with their agreement for maintenance of the investor's book-entry account and deposit of the shares on the book-entry account. Right to cancel the Offering The Company's Board of Directors shall have the right to cancel the Offering prior to the expiry of the Subscription Period in the event of a material change in the market situation or financial condition of the Company or the Company's business. If the Company's Board of Directors decides to cancel the Offering, the paid subscription prices will be refunded to investors on or about the third (3) business day after such decision has been made by the Company's Board of Directors. If the investor's bank account is in another financial institution than the place of subscription, the refund will be paid to such Finnish bank account in accordance with the payment schedule of the financial institutions on or about two (2) business days later, at the latest. The funds will be refunded without interest. If the Company's Board of Directors decides to cancel the Offering, the Company will publish such decision and further instructions for the investors in a stock exchange release. Other matters Other issues and practical matters relating to the Offering will be resolved by the Company's Board of Directors. Documents on display The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) are available during the Subscription Period at the Company's head office, address: Teollisuuskatu 1b, FI-00510 Helsinki, Finland. Governing law The Offering will be governed by the laws of Finland and any disputes arising in connection with the Offering will be settled by a court of competent jurisdiction in Finland. |
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