2008-11-28 13:00:00 CET
2008-11-28 13:00:00 CET
REGULATED INFORMATION
Cencorp - Company Announcement
NOTIFICATION REFERRED TO THE CHAPTER 2, SECTION 10, OF THE SECURITIES MARKETS ACT ON A CHANGE IN HOLDINGS
CENCORP CORPORATION STOCK EXCHANGE RELEASE 28.11.2008 AT 2.00 PM NOTIFICATION REFERRED TO THE 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 Oy, 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. Under Chapter 2, Section 10 of the Securities Markets Act, we hereby announce the following: ACQUISITION OF SHARES Name of the target company Cencorp plc (Business ID 0749606-1) Portion of the shares and votes in the company The Board of Directors of Cencorp plc (“Cencorp”) has examined alternatives to strengthen the financial position of the company. In relation to the aforesaid, the Board of Directors of Cencorp has negotiated with the main financier of the company, Sampo Bank plc (“SP”), and Savcor Group Ltd (“Savcor”). As a result of the negotiations Cencorp, SP and Savcor have on 28 November 2008 signed an agreement on a conditional financing arrangement concerning Cencorp (“Conditional Financing Arrangement”). Savcor and Markku Jokela as well as 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 (hereinafter jointly “Jokela”) have also agreed on a plan to propose to Cencorp a corporate transaction (“Transaction”) in relation to which Savcor would also make a voluntary tender offer for all the shares and option rights in Cencorp (“Tender Offer”). In addition, Savcor and SP have agreed on certain sub-arrangements relating to the Conditional Financing Arrangement and the Tender Offer. The Conditional Financing Arrangement, the Transaction and the Tender Offer are hereafter referred to jointly as the “Arrangement”. The main content of the Arrangement is described in more detail in a separate stock exchange release issued today by Cencorp as well as in the Savcor's stock exchange release. In relation to the aforesaid Arrangement Savcor has today acquired a total of 5,311,213 shares in Cencorp and Savcor's holding of Cencorp's share capital has thus exceeded 10%. Following the completion of the said share acquisitions Savcor's holding of shares and votes in Cencorp is the following: -------------------------------------------------------------------------------- | Number of shares | Portion of shares | Portion of votes | -------------------------------------------------------------------------------- | 5,311,213 | 11.3% | 11.3% | -------------------------------------------------------------------------------- According to the decision of the Financial Supervision Authority, Savcor, Jokela and SP 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. The Financial Supervision Authority has on 26 November 2008 granted Savcor, Jokela and SP 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. Taking the aforesaid into consideration, the aggregate holding of Savcor, Jokela and SP in Cencorp's share capital based on Chapter 2, Section 9 of the Securities Markets Act exceeds 30%. The said shareholders' aggregate holding of shares and votes in Cencorp is the following: -------------------------------------------------------------------------------- | Shareholder | Number of shares | Portion of shares | Portion of votes | -------------------------------------------------------------------------------- | Savcor | 5,311,213 | 11.3% | 11.3% | -------------------------------------------------------------------------------- | SP | 3,000,000 | 6.4% | 6.4% | -------------------------------------------------------------------------------- | Markku Jokela | 8,407,757 | 17.9% | 17.9% | -------------------------------------------------------------------------------- | FT Capital Oy | 1,707,140 | 3.6% | 3.6% | -------------------------------------------------------------------------------- | Pirjo Jokela | 296,000 | 0.6% | 0.6% | -------------------------------------------------------------------------------- | Joni Jokela | 296,000 | 0.6% | 0.6% | -------------------------------------------------------------------------------- | Total | 19,018,110 | 40.5% | 40.5% | -------------------------------------------------------------------------------- Further, in connection with the Arrangement mentioned above SP has today requested conversion of the capital loan receivable of 2,689,008.00 euros (convertible capital loan 2006) which it has from Cencorp into shares in accordance with the terms of the capital loan agreement. SP will receive a total of 7,908,847 shares of Cencorp in the conversion. In consequence of the conversion, SP's holding of shares and votes in Cencorp exceeds 15%. The conversion is anticipated to take place by 12 December 2008. Following the conversion, SP's holding of shares and votes in Cencorp is the following: -------------------------------------------------------------------------------- | Number of shares | Portion of shares | Portion of votes | -------------------------------------------------------------------------------- | 10,908,847 | 19.9% | 19.9% | -------------------------------------------------------------------------------- Date when the flagging threshold was exceeded 28 November 2008 Complete names of the shareholders Savcor Group Ltd Oy (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) ARRANGEMENT WHICH, FOLLOWING COMPLETION, LEADS TO THE ACQUISITION OF SHARES Name of the target company Cencorp plc (Business ID 0749606-1) Portion of shares and votes in the company In accordance with Chapter 2, Section 9 of the Securities Markets Act, Savcor, SP and Jokela notify Cencorp and the Financial Supervision Authority that following the completion of the Arrangement Savcor's holding of shares and votes in Cencorp exceeds 66.7%, Markku Jokela's and FT Capital Ltd's, which is controlled by Markku Jokela within the meaning of Chapter 1, Section 5 of the Securities Markets Act, holding of shares and votes in Cencorp falls below 10% and SP's holding of shares and votes in Cencorp falls below 5%. Following the completion of the Arrangement Savcor's holding of shares and votes in Cencorp is at most the following: -------------------------------------------------------------------------------- | Number of shares | Portion of shares | Portion of votes | -------------------------------------------------------------------------------- | 181,770,987 | 90.0% | 90.0% | -------------------------------------------------------------------------------- Following the completion of the Arrangement SP's holding of shares and votes in Cencorp is at most the following: -------------------------------------------------------------------------------- | Number of shares | Portion of shares | Portion of votes | -------------------------------------------------------------------------------- | 0 | 0% | 0% | -------------------------------------------------------------------------------- Following the completion of the Arrangement Markku Jokela's and FT Capital Ltd's, which is controlled by Markku Jokela within the meaning of Chapter 1, Section 5 of the Securities Markets Act, holding of shares and votes in Cencorp is at most the following: -------------------------------------------------------------------------------- | Shareholder | Number of shares | Portion of shares | Portion of votes | -------------------------------------------------------------------------------- | Markku Jokela | 15,128,263 | 7.5% | 7.5% | -------------------------------------------------------------------------------- | FT Capital Oy | 3,071,695 | 1.5% | 1.5% | -------------------------------------------------------------------------------- | Total | 18,199,958 | 9.0% | 9.0% | -------------------------------------------------------------------------------- Date when the flagging threshold will be exceeded As regards the changes mentioned in this flagging notification, the Arrangement is expected to be completed in March 2009. The aforementioned Arrangement consists of several different sub-arrangements and its completion is conditional especially upon the forthcoming decisions of the Board of Directors and the shareholders' meeting of Cencorp regarding, inter alia, the completion of the Transaction as specified in the agreements concerning the Arrangement and the completion of share issues directed to the shareholders of Cencorp and to certain other parties. The main content of the afore described Arrangement concerning the change in holdings is described in more detail in a separate stock exchange release issued today by Cencorp as well as in Savcor's stock exchange release. Complete names of the shareholders Savcor Group Ltd Oy (Business ID 0483411-7) Sampo Bank plc (Business ID 1730744-7) Markku Jokela (Personal ID 140657-0838) FT Capital Ltd (Business ID 1649320-9) The share capital of Cencorp Corporation at a moment comprises a total of 46,964,875 shares. Each share have one vote. Company have one series of shares. Lohja, November 28, 2008 Cencorp Corporation BOARD OF DIRECTORS Further information: Turo Levänen Chairman of the Board Tel. +358505697626 Cencorp develops and supplies automation solutions to the electronics and semiconductor industry that enhance productivity. Distribution: Helsinki Stock Exchanges Main media www.cencorp.com Neither this press release nor any copy of it may be taken, transmitted into or distributed in the United States of America or its territories or possessions.
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