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2009-04-30 13:00:00 CEST 2009-04-30 13:00:01 CEST REGULATED INFORMATION Pohjola Pankki Oyj - Total number of voting rights and capitalFinal Results of Pohjola's Rights IssueNot for release in the United States, Australia, Canada or Japan. Pohjola Bank plc Company Release, Release Category: Changes in share capital and votes 30 April 2009, at 2.00 pm Final Results of Pohjola's Rights Issue In Pohjola Bank plc's Rights Issue, a total of 116,200,515 shares were offered for subscription, with series A shares accounting for 91,179,502 and series K shares for 25,021,013. The final results of the Rights Issue show the subscription of approximately 116.2 million series A shares and approximately 27.7 million series K shares. Approximately 99.6% of all series A shares offered and approximately 100.0% of all series K shares offered were subscribed in the primary subscription. This represents a total subscription level of approximately 127.4% of all series A shares offered and approximately 110.6% of all series K shares offered. The Board of Directors of Pohjola Bank plc today approved all of the primary subscriptions made in the Rights Issue and decided to accept the subscriptions made by the company's shareholders pursuant to the secondary subscription right in proportion to their shareholdings on the record date of 2 April 2009, in accordance with the terms and conditions of the Rights Issue. The holders of series A shares who exercised their secondary subscription right will receive new series A shares in proportion corresponding to approximately 0.96% of their shareholdings on the record date, rounded off to the nearest whole share. Since no fractions of shares may be issued, any shares pursuant to the secondary subscription could not be allotted to shareholders whose holding on the record date of the Rights issue was 52 series A shares or less. If a shareholder did not receive any or all of the shares subscribed for pursuant to the secondary subscription right, the subscription price of the non-received offer shares will be credited to the shareholder's bank account, given in connection with the subscription, on or about 4 May 2009. The shareholders who exercised their secondary subscription right will be sent a confirmation letter regarding their allocation of shares on or about 5 May 2009. According to the terms of the Rights Issue, Pohjola's shareholders had the right to subscribe for four (4) new shares for each (7) shares held. The subscription price was EUR 2.65 per new share and the gross proceeds raised by Pohjola amount to EUR 307.9 million. Following the registration of the new shares in the Trade Register, the number of Pohjola shares will total 319,551,415, with series A shares accounting for 250,743,630 and series K shares for 68,807,785. All of the shares subscribed for in the Rights Issue have been fully paid up. The new shares will entitle their holders to dividends and other shareholder rights in the company upon registration of the share capital increase with the Trade Register. Capital raised through the Rights Issue was entered in full in the reserve for invested non-restricted equity. Trading in interim shares corresponding to new series A shares, as a separate class of securities, began on NASDAQ OMX Helsinki on 27 April 2009. On or about 4 May 2009, all of the shares subscribed for in the Rights Issue will be registered with the Trade Register, the shares allocated pursuant to the secondary subscription rights will be transferred to the shareholders' book-entry accounts and the interim shares will be combined with the existing share series. Trading in the new series A shares together with the company's existing series A shares will begin on or about 5 May 2009. J.P. Morgan Securities Ltd and Pohjola Corporate Finance Ltd acted as joint bookrunners and joint lead managers for the Rights Issue. Pohjola Bank plc Carina Geber-Teir 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, 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 on to the offering or any transaction or arrangement referred to in this document. |
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