2009-02-27 14:00:00 CET
2009-02-27 14:00:09 CET
REGULATED INFORMATION
Cencorp - Company Announcement
STOCK EXCHANGE RELEASE
CENCORP PLC STOCK EXCHANGE RELEASE 27 FEBRUARY 2009 Cencorp Plc has received information on a stock exchange release by Savcor Group Ltd (in Finnish: Savcor Group Oy) in accordance with appendix 1 according to which Savcor Group Ltd will commence the public tender offer for all the shares and option rights in Cencorp Plc as specified below. The Finnish Financial Supervision Authority has today approved the offer document relating to the tender offer. The acceptance period under the tender offer commences on 2 March 2009 at 9:30 am Finnish time and expires on 23 March 2008 at 4:00 pm Finnish time. The offer document and other documents relating to the tender offer will be available in Finnish from 2 March 2009 onwards at Sampo Bank Plc's branch offices and at the office of NASDAQ OMX Helsinki at Fabianinkatu 14, 00130 Helsinki, Finland, and on the internet at www.sampopankki.fi/osakkeet and www.savcor.com. The tender offer is related to the conditional financing arrangement and the corporate transaction concerning Cencorp Plc published by stock exchange releases dated 28 November 2008, 1 December 2008 and 3 February 2009. The stock exchange release published by Savcor Group Ltd, which includes the terms and conditions of the tender offer, has been attached to this stock exchange release in its entirety (Appendix 1). CENCORP PLC Additional information: Hannu Timmerbacka Managing Director Cencorp Plc Telephone: +358 (0)400 620845 Email: hannu.timmerbacka@cencorp.com APPENDIX: Savcor Group Ltd's stock exchange release 27 February 2009 DISTRIBUTION: Helsinki Stock Exchange Main Media SAVCOR GROUP LTD STOCK EXCHANGE RELEASE 27 FEBRUARY 2009 SAVCOR GROUP LTD'S PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN CENCORP PLC WILL COMMENCE ON 2 MARCH 2009 Not for release, publication or distribution in Australia, South Africa, Hong Kong, Japan, Canada, New Zealand and the United States. The tender offer is not being made, directly or indirectly, in any jurisdiction where prohibited by applicable law, and this release may not be distributed, forwarded or delivered by any means, including without limitations by mail, telefax, email or any other means, into or from any jurisdictions where prohibited by applicable law. Savcor Group Ltd (“Savcor”) announced on 19 February 2009 a public tender offer to purchase all of the issued and outstanding shares and option rights in Cencorp Plc (“Cencorp”) that are not owned by Cencorp or its group companies and not already owned by Savcor or its group companies (the "Tender Offer"). The price offered in the Tender Offer is EUR 0.08 per share in cash. The offer price is approximately 20.0 per cent lower compared to the closing price of the Cencorp shares on NASDAQ OMX Helsinki Ltd. (“NASDAQ OMX Helsinki”) on 27 November 2008, which was the last trading day preceding Savcor's announcement of the intention to make the Tender Offer, and approximately 28.6 per cent lower compared to the volume-weighted average trading price of the Cencorp shares on NASDAQ OMX Helsinki during the last 3 months and approximately 58.6 per cent lower compared to the volume-weighted average trading price during the last 6 months preceding Savcor's announcement of the intention to make the Tender Offer. In addition, Savcor offers to acquire all of the 2006 A and B and 2007 A option rights issued by Cencorp and distributed to holders for a price of EUR 0,01 in cash for each option right. The stock option plan 2006 is divided into A-, B- and C-series. 2006 C option rights have not been distributed and they are all in the ownership of a subsidiary of Cencorp. Cencorp has undertaken not to distribute any 2006 C option right before 1 May 2009 and hence the Tender Offer shall not apply to 2006 C option rights. On the date of this stock exchange release the share capital of Cencorp is EUR 3,425,059.10 and the total amount of shares is 64,873,722. Savcor currently owns 15,311,213 Cencorp's shares which represent approximately 23.6 per cent of the shares and votes in Cencorp. The acceptance period under the Tender Offer commences on 2 March 2009 at 9:30 am Finnish time and expires on 23 March 2008 at 4:00 pm Finnish time. Savcor reserves the right to extend the acceptance period in accordance with the terms and conditions of the Tender Offer. A shareholder or a holder of option rights may at any time prior to the expiry of the offer period or the extended offer period, as the case may be, withdraw the shares or option rights tendered. The Finnish Financial Supervision Authority has today approved the offer document relating to the Tender Offer (index number 3/214/2009). The offer document and other documents relating to the Tender Offer will be available in Finnish from 2 March 2009 onwards at Sampo Bank Plc's branch offices and at the office of NASDAQ OMX Helsinki at Fabianinkatu 14, 00130 Helsinki, Finland, and on the internet at www.sampopankki.fi/osakkeet and www.savcor.com. Sampo Bank Plc has committed to accept the Tender Offer for all the shares owned by it. Sampo Bank Plc owns total of 10,908,847 shares in Cencorp, which represent 16.8 per cent of the shares and votes in Cencorp. In addition to the aforesaid, Sampo Bank Plc has given to Savcor and Cencorp a commitment, according to which Sampo Bank Plc will subscribe a total number of 44,594,041 new shares directed to it by Cencorp in the Cencorp's share issue decided on 19 February 2009 and to sell on credit the shares so subscribed to Savcor at price of EUR 0.08 per share immediately after the completion of the Tender Offer. Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to their customers who are registered as shareholders in the shareholders' register of Cencorp. Sampo Bank Plc will send a notification of the Tender Offer, including instructions and the relevant acceptance form, to holders of option rights registered in the option holders' register of Cencorp. The acceptance must be given in accordance with the instructions and within the time limits provided by the relevant book-entry account operator or Sampo Bank Plc. Shareholders who do not receive such notification from their book-entry account operator can contact Sampo Bank Plc's Customer Service, telephone +358(0)10 546 3159, where such shareholders will receive necessary information for the acceptance of the Tender Offer. Holders of option rights who do not receive such notification from Sampo Bank Plc can contact Sampo Bank Plc's Issue Service, tel. +358 (0)10 546 7636. A shareholder in Cencorp whose shareholdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominee's instructions. The obligation of Savcor to accept the shares and option rights validly tendered and to complete the Tender Offer will be subject to the fulfilment or, to the extent permitted by applicable law, waiver by Savcor of the conditions to completion set forth below in the terms and conditions of the Tender Offer. Savcor will announce the preliminary result of the Tender Offer on or about the first Finnish banking day following the expiry of the offer period or, if applicable, the extended offer period, and will announce the final result of the Tender Offer on or about the third Finnish banking day following the expiry of such offer period. The announcement of the final result will confirm the percentage of the shares and option rights that have been validly tendered and not properly withdrawn and whether the Tender Offer will be completed. The detailed terms and conditions of the Tender Offer have been enclosed in their entirety as an annex to this release (Annex 1). Ernst & Young Ltd acts as Savcor's financial advisor and Bird & Bird Attorneys Ltd as Savcor's legal advisor in connection with the Tender Offer. SAVCOR GROUP LTD Additional information: Hannu Savisalo Chairman of the Board Savcor Group Ltd Telephone: +358 50 2688 +61 417 268070 Email: hannu.savisalo@savcor.com The SAVCOR GROUP is a global technology and industrial services corporation serving customers in the areas such as rehabilitation of industrial and civil assets, telecom and electronic industries as well as forest related industries. Savcor has its chief operations in Australia, China and Europe. Savcor employs more than 1700 people in 13 countries. Its subsidiary, Savcor Group Ltd is listed at the Australian Securities Exchange, ASX since 2007. DISTRIBUTION Helsinki Stock Exchange Main Media APPENDIX 1: TERMS AND CONDITIONS OF THE TENDER OFFER The following sets forth the terms and conditions of the Tender Offer. Capitalized terms appearing in these terms and conditions of the Tender Offer which are not defined in this stock exchange release have been defined in the offer document. The following terms and conditions also include references to various sections of the offer document. Shareholders are requested to familiarise themselves in detail with the offer document and the information included in it. The offer document has been published only in Finnish. Object of the Tender Offer With this Tender Offer, the Offeror offers to purchase, subject to the terms and conditions mentioned hereinafter, (i) all issued and outstanding Shares of Company which are not owned by the Company or its group companies and not already owned by the Offeror or its group companies; and (ii) all issued and outstanding stock options issued by the Company which are not owned by the Company or its group companies and not already owned by the Offeror or its group companies. The stock option plan 2006 is divided into A-, B- and C-series. 2006 C option rights have not been distributed and they are all in the ownership of a subsidiary of Cencorp. Cencorp has undertaken not to distribute any 2006 C stock options before 1 May 2009 hence this Tender Offer does not apply to 2006 stock options. If the holders of Stock Options subscribe for new Shares in accordance with the terms and conditions of the Stock Options before the expiration of the Offer Period, each holder of Stock Options is entitled, during the Offer Period, to approve the Tender Offer with respect to the new Shares he/she has subscribed for with the Stock Options, provided that the new Shares subscribed for with the Stock Options are entered into the subscriber's book-entry account before the termination of the Offer Period early enough for the holder of these Shares to participate in the Tender Offer according to its terms and conditions. Offer Consideration Shares The offer consideration for each Share in the Tender Offer is EUR 0.08 in cash for each Share for which the Tender Offer has been validly accepted and which acceptance has not been validly withdrawn according to terms and conditions of the Tender Offer. Stock Options The offer consideration for each Stock Option in the Tender Offer, for which the Tender Offer has been validly accepted according to the terms and conditions of the Tender Offer and the acceptance of which has not been validly withdrawn, is (i) EUR 0.01 in cash for each 2006 A Stock option (ii) EUR 0.01 in cash for each 2006 B Stock option and (iii) EUR 0.01 in cash for each 2007 A Stock Option (”Stock Option Consideration”). Basis of determining the Offer Consideration The Share Consideration and the Stock Option Consideration have been determined based on 64.873.722 Shares and 2.801.400 Stock Options issued and outstanding as at the date of this Tender Offer Document. Apart from what has been stated above in the section “Background, objectives and effects of the Tender Offer - Background of the Tender Offer” regarding the Shares to be directed to Sampo Bank as a part of the Combined Transaction, in the event that the number of Shares or Stock Options increases otherwise than in connection with the agreed Combined Transaction or the Company issues special rights entitling to Shares in accordance with Chapter 10 of the Companies Act prior to the Completion Date (as defined under “Preconditions for the Completion of the Tender Offer” below), other than any issuance of Shares pursuant to the exercise of any Stock Options, the Offeror shall have the right to adjust the Share Consideration and/or the Stock Option Consideration accordingly. Offer Period The Tender offer is valid from March 2, 2009 at 9:30 a.m. (Finnish Time) and expires on March 23, 2009 4.00 p.m. (Finnish Time), unless the offer period is extended or suspended as described below (the “Offer Period”). During the Offer Period the Company's shareholders and Stock Option holders can accept the Tender Offer. The acceptance form concerning the acceptance of the Tender Offer must be received by the recipient before the termination of the Offer Period. The Offeror reserves the right to extend the Offer Period. The Offer Period may be extended for a period to be defined later, until all the conditions of the completion of the Tender Offer have been satisfied (as later defined) or waived according to the terms and conditions of the Tender Offer. The duration of the Offer Period in its entirety (including extended Offer Period) may be ten (10) weeks at the maximum. The Offeror will announce a possible extension of the Offer Period in a stock exchange release on the first (1) banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period on the first (1) banking day following the expiration of an extended Offer Period, at the latest. If the Offeror extends the Offer Period, the Offer Period will end on the new date of expiration announced by the Offeror. Preconditions for the Completion of the Tender Offer A precondition for the completion of the Tender Offer is that the requirements set for the completion of the Tender Offer listed below (hereinafter referred to as the “Preconditions for Completion”) are met on or by the date when the trades of Shares and Stock Options, as per the Tender Offer, are carried out as set forth below in the section “Completion of the Tender Offer, Payment and Settlement” (hereinafter referred to as the “Completion Date”) or that the requirement for the fulfilment of all or some of them is waived by the Offeror: (a) Above, in the section “Background, objectives and effects of the Tender Offer - Background of the Tender Offer”, mentioned agreement between Savcor and Jokela, agreement between Savcor and Sampo Bank and the Co-operation Agreement between Cencorp and Photonium Ltd are in force and they have not been terminated or cancelled; (b) Sampo Bank has accepted the Tender Offer for all the shares of Cencorp owned by it on the date of this Tender Offer and, in addition, committed to subscribe shares directed to it by Cencorp in the Cencorp's directed share issue decided on 19 February 2009 as set forth below in the section “Cencorp Plc - Share Issue Authorizations” by setting off the subscription price against Sampo Bank's 3,567.523,28 € senior-loan receivable from the Company and to sell on credit the shares so subscribed to Savcor immediately after the Completion Date; (c) The Preconditions of entry into force set forth in the transaction agreement regarding the acquisition of Savcor Alfa Ltd between the Company and Savcor Face Group Ltd signed on February 2, 2009 are fulfilled. The entry into force of the transaction agreement in question is conditional upon: (i) The seller's warranties given by Savcor Face Group Ltd in the agreement or buyer's warranties given by Cencorp in the agreement have not been substantially breached; (ii) The parties have adhered to the provisions of the agreement for the substantial parts; (iii) The above, in the section “Background, objectives and effects of the Tender Offer - Background of the Tender Offer” mentioned Co-operation Agreement between Cencorp and Photonium Ltd has entered into force; and (iv) Such matter has not happened or occured in Savcor Alfa Ltd after the signing of the agreement that, if such matter had been in the knowledge of Cencorp when signing the agreement, Cencorp would not have, according to reasonable assessment, entered into the agreement in question; (d) The Offeror has been irrevocably offered such number of Shares and Stock Options (taking into account the shares referred to above in the subsection (b)) prior to the expiration of the Offer Period that the Offeror, provided that the Tender Offer is completed and including any previous holdings of the Offeror, obtains title to over fifty-five (55) percent of all Shares issued at that time and of the related votes, including also any decrease in Offeror's proportional shareholding (dilution) which results or may result from Stock Options or other such rights that may be exchanged for Shares during or after the Offer Period; (e) A competent court of law or other authority has not issued a legally valid judgment, decision or order preventing the completion of the Tender Offer nor is there any pending trial or other official procedure leading to such judgment, decision or order based on Savcor's reasonable assessment; and (f) No fact or circumstance has come to the knowledge of the Offeror resulting in or forming a Material Adverse Change (defined below) or probably resulting in or forming a Material Adverse Change. A “Material Adverse Change” means a material adverse change in the operations, preconditions of operations, organization, assets or financial position of the Company and/or its subsidiaries or of Photonium Ltd, the party of the Co-operation Agreement, as whole, or divestments or rearrangements of an essential part or assets of the Company and/or its subsidiaries or of Photonium Ltd, the party of the Co-operation Agreement, or other essential measures or operating plans that are not part of the Company's ordinary business, which can materially deteriorate or change the operations, organization, assets or financial position of the Company and/or its subsidiaries or of Photonium Ltd, the party of the Co-operation Agreement. The Offeror may, to the extent permitted by law, waive any of the aforementioned Preconditions for Completion that is not fulfilled. If all Preconditions for Completion have been fulfilled or the Offeror has waived the requirement for the fulfillment of all or some of them on the Completion Date at the latest, the Offeror will consummate the Tender Offer in accordance with its terms and conditions by purchasing and paying for the Company's Shares and Stock Options with respect to which the Tender Offer has been validly accepted and with respect to which the acceptance has not been validly cancelled. If all or some of the Preconditions for Completion have not been fulfilled or all or some of the requirements concerning the fulfillment of the Preconditions for Completion have not been waived as described above, the Offeror may extend the Offer Period as stated in the section “Offer Period” or decide not to consummate the Tender Offer. Increase and Compensation Obligation The Offeror reserves the right to also acquire Shares during the Offer Period in public trading in the Helsinki Stock exchange or otherwise at price which does not exceed Share Consideration of 0,08 euro/Share. Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares or Stock Options during the Tender Offer Period at a higher price than the Share Consideration or the Stock Option Consideration or otherwise on better terms, the Offeror shall in accordance with the Securities Markets Act, Chapter 6, Section 13 amend the terms and conditions of this Tender Offer to correspond with the acquisition on better terms (increase obligation). In this case the Offeror shall publish the increase obligation without delay and will pay the difference between this higher price and the Share Consideration or the Stock Option Consideration to those shareholders that have accepted the Tender Offer in connection with the completion of the Tender Offer. Should the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act acquire Shares or Stock Options within nine (9) months of the termination of the Tender Offer Period at a higher price than the Share Consideration or Stock Option Consideration or otherwise on better terms, the Offeror shall in accordance with the Securities Markets Act, Chapter 6, Section 13 pay the difference between this higher price and the Offer Consideration (compensation obligation). In this case the Offeror shall publish the compensation obligation without delay and will pay the difference between this higher price and the Offer Consideration within one (1) month of the date when the compensation obligation arose for those shareholders and Stock Option holders that accepted the Tender Offer. According to Chapter 6, Section 13, subsection 5 of the Securities Markets Act the compensation obligation does not occur if the price which is higher than the Share Consideration or Stock Option Consideration is based on arbitration based on the Companies Act provided that the Offeror or another entity related to the Offeror as stipulated in Chapter 6, Section 10, subsection 2 of the Securities Markets Act has not, before or during the arbitration, offered to acquire Shares or Stock Options on terms that are more favourable than those of the Tender Offer. Acceptance Procedure for the Tender Offer General The Tender Offer may be accepted by (i) a shareholder registered during the Offer Period in the shareholders' register of the Company, with the exception of the Company and its group companies or Offeror and its group companies; and (ii) a holder of Stock Options registered during the Offer Period in the register of holders of Stock Options of the Company, with the exception of the Company and its group companies or Offeror and its group companies. Shares The shareholders of the Company providing an acceptance must have cash account with a financial institution operating in Finland. Shareholders may only approve the Tender Offer unconditionally and for all Shares that are held in the book-entry accounts mentioned in the acceptance form of each shareholder at the time of the execution of the sale of the Shares of such shareholder. The Offeror has the right to cancel an acceptance which is given only for a part of Shares that are held in the same book-entry account. Acceptances provided during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any. Majority of Finnish account operators will send announcement of the Tender Offer, instructions and a Tender Offer acceptance form to those customers that are Company's shareholders. Should the Company's shareholders not receive instructions or an acceptance form from their account operator (e.g. Euroclear Finland Ltd), the shareholders can also obtain an acceptance form from the Sampo Bank's branch offices or be in contact with Sampo Bank's Customer Service, telephone number +358 (0)10 546 3159, from which the necessary information required to accept the Tender Offer will be given to shareholders. In addition, the acceptance form is available at the internet address www.sampopankki.fi/osakkeet. Those shareholders whose Shares are nominee-registered and who wish to accept the Tender Offer must provide their acceptance in accordance with the instructions given by the administrator of their nominee registrations. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders. With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledge holder. Acquiring this consent is the responsibility of the Company's shareholders in question. The pledge holder's consent must be delivered to the account operator in writing. Those shareholders that accept the Tender Offer must complete, sign and return the acceptance form duly signed to the account operator that manages their book-entry account according to the instructions given by the account operator or, if the account operator in question (e.g. Euroclear Finland Ltd) will not receive the acceptance form, shareholder can return the form to the Sampo Bank's branch offices or be in contact with Sampo Bank's Customer Service, telephone number +358 (0)10 546 3159, from which the necessary information required to accept the Tender Offer will be given to shareholders. The Offeror reserves the right to reject any acceptance forms that have been completed erroneously or deficiently. The acceptance form must be delivered so that it will be received within the Offer Period taking into account also the instructions given by the account operator. Shareholders can deliver the acceptance forms in the way they see fit at their own risk, and the acceptance form will be considered as delivered only when an account operator or Sampo Bank has actually received it. By accepting the Tender Offer the shareholders authorize Sampo Bank or their account operator to enter into their book-entry account transfer restrictions or a sales reservation with respect to the Shares. Furthermore, those holders of the Shares that accept the Tender Offer authorize Sampo Bank or their account operator to perform any other necessary entries and undertake any other measures needed for the technical execution of the Tender Offer and to sell all the Shares held by the shareholder to the Offeror in accordance with the terms and conditions of the Tender Offer. Each shareholder of the Company, who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer and has not validly cancelled its acceptance prior to the Completion Date, may not sell or otherwise control the Shares, as applicable, owned by them if not otherwise stipulated in the mandatory legislation. The transfer restrictions or a sales reservation will be entered into the shareholders' book-entry account with respect to the Shares after the shareholder has delivered the acceptance form. In connection with the clearing of the completion transaction of the Tender Offer, the sales reservation or the restriction on the right of disposal will be revoked and a cash consideration will be paid to the shareholders. If the Offeror does not consummate the Tender Offer or if the shareholder validly cancels his/her acceptance in accordance with the terms and conditions of the Tender Offer, any sales reservations or restrictions on the right of disposal with respect to the Shares will be revoked within an estimated three (3) banking days of the Offeror's notification or receipt of a cancel notification. In this case, no compensation will be paid to the Company's shareholders. If the Offeror does not consummate the Tender Offer, no fees or commissions will be charged from the shareholders for the revoking of the sales reservation or the restriction on the right of disposal. Stock Options Sampo Bank will send announcement of the Tender Offer, instructions and a Tender Offer acceptance form to those holders of Stock Options living outside Australia, Hong Kong, Japan, South Africa, Canada and United States who are registered at Company's Stock Option holder registry during the Offer Period. Stock Option holders who do not receive announcement in question from Sampo Bank, may contact to Sampo Bank's Issue Service, telephone number +358 0(10)546 7636. In addition, the acceptance form is available at the internet address www.sampopankki.fi/osakkeet. Those Company Stock Option holders, who are entered at the Company's Stock Option holder registry, that accept the Tender Offer must complete, sign and return the acceptance form Sampo Bank according to the instructions given by it and within the time limit set by Sampo Bank. The Offeror reserves the right to reject any acceptance forms that have been completed erroneously or deficiently. The acceptance form must be delivered so that it will be received within the Offer Period taking into account also the instructions given by Sampo Bank. Stock Option holders can deliver the acceptance forms in the way they see fit at their own risk, and the acceptance form will be considered as delivered only when Sampo Bank has actually received it. The holders of Stock Options providing an acceptance must have cash account with a financial institution operating in Finland. Holders of Stock Options may only approve the Tender Offer unconditionally and with respect to all Stock Options owned by them. The Offeror has the right to cancel an acceptance which is given only for a part of Stock Options owned by the Stock Option holder. Acceptances provided during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any. With respect to pledged Stock Options, acceptance of the Tender Offer requires the consent of the pledge holder. Acquiring this consent is the responsibility of Company's Stock Option holders in question. The pledge holder's consent must be delivered to the account operator in writing. By returning the Tender Offer the Company Stock Option holders authorize Sampo Bank to undertake any measures needed for the technical execution of the Tender Offer and to sell all Company Stock Options to the Offeror in accordance with the terms and conditions of the Tender Offer. Each holder of Stock Options, who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer and have not validly cancelled their acceptance, may not sell or otherwise control the Stock Options, as applicable, owned by them. Share and Stock Option Holders' Right of Withdrawal of Acceptance An acceptance of the Tender Offer may be withdrawn by a shareholder of the Company or a holder of Stock Options at any time before the expiration of the Tender Offer Period (including any extended Offer Period). Valid cancellation of the Tender Offer requires that a cancellation notification in writing is delivered before the expiration of Offer Period to the account operator to whom the original Tender Offer acceptance notification was delivered. For nominee-registered holdings, shareholders and/or holders of Stock Options must tell the administrator managing the nominee registration to deliver the cancellation notification. Account operators managing a book-entry account or an administrator of nominee registrations may charge from the Shareholder or Stock Option holder a cancellation fee according to their price lists and, in the case that a valid acceptance is cancelled, some account operators may charge separately for the registration of relevant entries regarding the acceptance and cancellation. A shareholder of the Company or a holder of Stock Options, who withdraws its acceptance, is obligated to pay any fees that the account operator operating the relevant book-entry account or the nominee of a nominee-registered holding may collect for the withdrawal. A shareholder or a holder of Stock Options, who has validly withdrawn its acceptance of the Tender Offer, may accept the Tender Offer again during the Offer Period (including any extended Offer Period) by following the procedure set out under “Acceptance Procedure for the Tender Offer” above. Notification of the Outcome of the Tender Offer The preliminary outcome of the Tender Offer will be notified by stock exchange release on the first (1st) banking day following the expiration of the Offer Period. The final outcome of the Tender Offer will be notified on or about the third (3rd) banking day following the expiration of the Offer Period. In connection with the notification of the final outcome, the number of those Shares and Stock Options for which the Tender Offer has been accepted and the acceptance has not been validly withdrawn, will be confirmed and, in addition, the Offeror will confirm whether the Tender Offer will be executed. Completion of the Tender Offer, Terms of Payment and Settlement Shares If all Preconditions for Completion have been fulfilled (or, to the extent permitted by law, the Offeror has waived the requirement for the fulfilment) during the Offer Period, the Tender Offer will be completed with respect to all the Company's shareholders who have validly accepted the Tender Offer preliminary no later than fourth (4th) day following the expiration of the Offer Period (Completion Date) i.e. preliminarily on March 27, 2009 at the latest. To the extent possible, the completion trades of the Shares will be executed on the Helsinki Stock Exchange. Otherwise, the completion trades will be executed outside the Helsinki Stock Exchange. Transactions regarding Shares will be settled on or about the third (3rd) banking day following the Completion Date (hereinafter the “Clearing Day”) i.e. preliminarily on April 1, 2009 at the latest. The Share Consideration will be paid on the Clearing Day to the bank account associated with the book-entry account of the shareholder who has validly accepted the Tender Offer, or in the case of nominee-registered Shareholders, to the bank account designated in the acceptance form. Those shareholders, whose bank account is at a different financial institution than the book-entry account, will receive the Share Consideration in their bank account in accordance with the payments traffic schedule of financial institutions; approximately two (2) banking days after the Clearing Day. The Offeror reserves the right to postpone the payment of the Share Consideration if payment is prevented or suspended due to Force Majeure. The Offeror will perform the payment immediately after Force Majeure has been resolved or removed. Stock Options If all Preconditions for Completion have been fulfilled (or, to the extent permitted by law, the Offeror has waived the requirement for the fulfillment) during the Offer Period, the Tender Offer will be completed with respect to all the Company's holders of Stock Options who have validly accepted the Tender Offer preliminary no later than seventh (7th) day following the expiration of the Offer Period, i.e. preliminarily on April 1, 2009 at the latest. The completion trades of Stock Options will be executed outside the Helsinki Stock Exchange The clearing of the Stock Option trades will be in the same day as the sale will be completed, i.e. approximately on the seventh (7th) day following the expiration of the Offer Period (hereinafter the “Clearing Day of the Stock Options”). The Stock Option Consideration will be paid on the Clearing Day of the Stock Options to the bank account specified in the acceptance form. Those Stock Option holders, whose bank account is at a different financial institution than the book-entry account, will receive the Stock Option Consideration in their bank account in accordance with the payments traffic schedule of financial institutions; approximately two (2) banking days after the Clearing Day of the Stock Options. The Offeror reserves the right to postpone the payment of the Stock Option Consideration if payment is prevented or suspended due to Force Majeure. The Offeror will perform the payment immediately after Force Majeure has been resolved or removed. Transfer of Title Shares Title to the Shares in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Clearing Day against payment of the Share Consideration. Stock Options Title to the Stock Options in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Clearing Day of the Stock Options against payment of the Stock Option Consideration. Transfer Tax and Other Payments The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of Shares and Stock Options pursuant to the Tender Offer. Each Company's shareholder and Stock Option holder is liable for the fees and commissions charged, based on agreement with the shareholder or Stock Option holder, by account operators, custodians, administrators of nominee-registered Shares or Stock Options or other related parties based on the release of collateral or the revoking of any other restrictions preventing the sale of Shares or Stock Options. The Offeror is liable for other normal costs caused by the registration of entries in the book-entry system required by the Tender Offer or the execution of trades pertaining to Shares and Stock Options and paying the Share Consideration and/or Stock Option Consideration in compliance with the Tender Offer. Should a Shareholder or Stock Option holder cancel his/her acceptance of this Tender Offer, some account operators may charge the shareholder separately for the registration of the relevant entries regarding the acceptance and cancellation. Other Matters The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 6, Section 7 of the Finnish Securities Market Act. Should the Finnish Financial Supervision Authority give an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 6, Section 5 of the Finnish Securities Market Act. Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 6, Section 8 of the Finnish Securities Market Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period but before the expiration of the competing offer, to let the Tender Offer lapse. The Offeror will decide on all other matters related to the Tender Offer. The Tender Offer is not being made, and the Shares and Stock Options will not be accepted for purchase from or on behalf of any persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Tender Offer Document. The Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States and this Tender Offer Document and any and all materials related thereto should not be sent in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States.
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