Cencorp - Company Announcement

CENCORP PLC SUBMITS THE CONDITIONAL FINANCING ARRANGEMENT NEGOTIATED WITH SAMPO BANK PLC AND SAVCOR GROUP LTD OY TO THE SHAREHOLDERS' MEETING;

CENCORP CORPORATION    STOCK EXCHANGE RELEASE        28.11.2008 

CENCORP PLC SUBMITS THE CONDITIONAL FINANCING ARRANGEMENT NEGOTIATED WITH SAMPO 
BANK PLC AND SAVCOR GROUP LTD OY TO THE SHAREHOLDERS' MEETING; THE SHAREHOLDER'S
MEETING IS CONVENED ALSO TO RESOLVE ON COMPOSITION OF THE BOARD OF DIRECTORS;   
SAVCOR GROUP LTD OY ANNOUNCES THAT IT CONSIDERS MAKING A VOLUNTARY TENDER OFFER 
FOR ALL THE SHARES AND OPTION RIGHTS IN CENCORP PLC AND PROPOSING A CORPORATE   
TRANSACTION TO THE COMPANY                                                      


The Board of Directors of Cencorp Plc (“Cencorp”) has reviewed the alternatives 
to improve the financial situation and the financing position of the company. In
relation to the aforesaid, the Board of Directors of Cencorp has conducted      
negotiations with the main financier of the company, Sampo Bank plc (“SP”) as   
well as with Savcor Group Ltd Oy (“Savcor”). As a result of the negotiations    
Cencorp, SP and Savcor have on 28 November 2008 signed an agreement on a        
conditional financing arrangement according to which Cencorp convenes an        
extraordinary general meeting to resolve among others upon share issues which   
are described hereafter. Savcor has on 28 November 2008 purchased 5,311,213     
shares in Cencorp and has notified the purchases of shares by a separate        
flagging notification.             

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS                                   

In connection with the financing arrangement negotiated by Cencorp, SP and      
Savcor the Board of Directors of Cencorp convenes an extraordinary general      
meeting at the latest on 22 December 2008 (hereinafter “Shareholders' Meeting”).

Share issues                                                                    

It is proposed to the Shareholders' Meeting that it would decide upon a         
pre-emptive rights issue to all shareholders of Cencorp as well as upon directed
share issues to SP and the members of the new Board of Directors to be elected  
at the shareholders' meeting. The Board of Directors would be authorized to     
decide upon the subscription periods of the above-mentioned issues and upon the 
size of the pre-emptive rights issue within the limits set by the shareholders' 
meeting.                                                                        

The subscription price in the share issue directed to SP and in the pre-emptive 
rights issue would be 0.08 euros per share and in the share issue directed to   
the members of the new Board of Directors 0.09 euros per share.                 
In the pre-emptive rights issue at the most 87,500,000 new shares would be      
offered for subscription. The Board of Directors is authorized to resolve in    
more detail on the maximum amount of new shares offered for subscription within 
the range that the maximum amount of new shares to be offered within the        
pre-emptive rights issue shall be at least 38,750,000 new shares and at most    
87,500,000 new shares. The authorization granted to the Board of Directors shall
not replace the existing share issue authorization granted to the Board of      
Directors. The subscription period for the shares would begin after the         
shareholders' meeting on a date specified by the Board of Directors and would   
end on a date specified by the Board of Directors, however at the latest within 
six (6) months from the date of the extraordinary general meeting.              

At most 44,594,041 new shares (the aggregate subscription price of which would  
be 3,567,523.28 euros) would be offered for subscription to SP and at most      
5,000,000 new shares (the aggregate subscription price of which would be 450,000
euros) to the new members of the Board of Directors.                            

The subscription price in the directed share issue to SP would be paid by       
setting it off against SP's senior loan receivable from Cencorp which amounts to
3,567,523.28 euros at most. The directed share issue to SP would be arranged    
prior to the pre-emptive rights issue in a way that it would be possible to     
participate in the pre-emptive rights issue also with the shares subscribed in  
the directed share issue to SP.                                                 

SP has given a subscription undertaking according to which it undertakes to     
subscribe for the shares directed to it against the above-mentioned senior loan 
receivable. Savcor for its part has undertaken to ensure that in the pre-emptive
rights issue shares are subscribed for a value of at least 1.6 million euros.   
Also Hannu Timmerbacka and Matti Paasila, proposed to be elected to the new     
Board of Directors, have undertaken to subscribe for shares in the issue        
directed to the new members of the Board of Directors for a value of 450,000    
euros in total. The above-mentioned subscription undertakings are conditional   
upon the completion of the Arrangement described in appendix 1 hereto.          

Conversion of capital loan                                                      

SP has announced that it will convert the capital loan receivable of            
2,689,008.00 euros (convertible subordinated loan 2006) it has from Cencorp into
shares in accordance with the terms of the capital loan agreement prior to the  
shareholders' meeting. SP will receive a total of 7,908,847 shares in the       
conversion. The conversion is not conditional upon the completion of the        
Arrangement described in appendix 1.                                            

In case the abovementioned conditional financing arrangement, the share issues  
and other actions related to the Arrangement described in appendix 1 are        
completed, the own equity of the company will increase and the balance sheet    
will be strengthened.                                                           

Impacts of the share issues and conversion of the capital loan to the equity    
ratio of the company                                                            

Equity ratio of the company as per September 30, 2008 was 4.8 %. Assuming the   
balance sheet position of the company per September 30, 2008, the equity ratio  
of the company would, based on the conversion of the capital loan mentioned     
above, rise approximately to 24 % and if in addition the share issues mentioned 
above would be carried out, the equity ratio would rise approximately to 59 %   
(assuming that in the pre-emptive rights issue only the amount underwritten by  
Savcor would be subscribed) and at most to 70 % (assuming that the pre-emptive  
rights issue would be fully subscribed and that the amount of the pre-emptive   
rights issue would be 7.0 million euros). In this calculation, the impact of the
potential transaction which has come to the attention of the Board of Directors 
and defined below (and which is described in more detail in appendix 1) to the  
equity ratio of the company has not been taken into account.                    

Election of new Board of Directors and amendment of the articles of association 

It is also proposed to the Shareholders' Meeting that it would decide upon the  
election of new Board of Directors and the removal of redemption obligation     
under § 12 of the articles of association. At least Hannu Timmerbacka, Matti    
Paasila and Markku Jokela are proposed to be elected to the new Board of        
Directors in accordance with their consent.                                     

TRANSACTION PLAN OF WHICH THE BOARD OF DIRECTORS HAS BECOME AWARE               

In addition, the plan described in the attached appendix 1 has come to the      
knowledge of Cencorp's current Board of Directors (hereinafter “Arrangement”).  

Cencorp's current Board of Directors has not participated in the planning of the
Arrangement and cannot assess the effects of the Arrangement for the            
shareholders of Cencorp.                                                        

The completion of the Arrangement is, according to the information received by  
the current Board of Directors, conditional upon the fulfilment of several      
different preconditions which are completely outside the control of Cencorp's   
current Board of Directors excluding submitting the abovementioned resolution   
proposals to the Shareholders' Meeting for its decision.                        



CENCORP PLC                                                                     

Board of Directors                                                              


Additional information:                                                         

Turo Levänen                                                                    
Chairman of the Board of Directors                                              
Telephone:                                                                      
+358 50 569 7626                                                                


Additional information on the planned arrangement:                              

Hannu Savisalo                                                                  
Managing Director                                                               
Savcor Group Ltd Oy                                                             
Puhelin:                                                                        
+358 50 2688                                                                    
+61 417 268070                                                                  

DISTRIBUTION                                                                    

Helsinki Stock Exchange                                                         
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savcor.pdf