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2009-02-19 13:55:29 CET 2009-02-19 13:56:32 CET REGULATED INFORMATION Cencorp - Major shareholder announcementsNOTIFICATION REFERRED TO IN CHAPTER 2, SECTION 10, OF THE SECURITIES MARKETS ACT ON A CHANGE IN HOLDINGSCENCORP CORPORATION STOCK EXCHANGE RELEASE 19 FBRUARY 2009 NOTIFICATION REFERRED TO IN 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, 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. This flagging announcement relates to an agreement which has been published by means of stock exchange releases on 28 November 2008, 1 December 2008 and 3 February 2009 by which Cencorp Plc, Savcor Group Ltd and Sampo Bank Plc have agreed on a conditional financing arrangement concerning Cencorp Plc as well as an agreement entered into between Savcor Group Ltd and Markku Jokela (including FT Capital Ltd which is controlled by Markku Jokela and Pirjo Jokela and Joni Jokela, hereinafter jointly referred to as “Jokela”) on 28 November 2008 (and as amended on 3 February 2009) by which they have agreed on a plan to propose a corporate transaction to Cencorp, in connection of which Savcor Group Ltd has on 19 February 2009 decided to make a public tender offer (“Tender Offer”) for all shares and option rights of Cencorp Plc as well as certain sub-arrangements relating to the conditional financing arrangement and the Tender Offer agreed between Savcor Group Ltd and Sampo Bank Plc. The aforesaid is in the following jointly referred to as “Arrangement” Under Chapter 2, Section 10 of the Securities Markets Act, we hereby announce the following Name of the target company Cencorp plc (Business ID 0749606-1) Portion of the shares and votes in the company In relation to the Arrangement Cencorp Plc has on 19 February 2009 decided on a directed share issue to Sampo Bank Plc. In the directed share issue a total maximum of 44,594,041 shares may be given to Sampo Bank Plc. As a part of the Arrangement, Sampo Bank Plc has undertaken to subscribe for the shares directed to it in the share issue upon completion of the Tender Offer. After Sampo Bank Plc has subscribed for the shares, its holding of Cencorp Plc's share capital will exceed 50%, Savcor Group Ltd's holding will fall below 15% and Markku Jokela's (including FT Capital Ltd which is controlled by him) will fall below 10%. Following the completion of the said share issue Sampo Bank Plc's, Savcor Group Ltd's and Markku Jokela's (including FT Capital Ltd which is controlled by him) holding of shares and votes in Cencorp Plc will be the following: -------------------------------------------------------------------------------- | Shareholder | Number of | Portion of shares | Portion of votes | | | shares | | | -------------------------------------------------------------------------------- | Savcor Group | 15 311 213 | 14.0 % | 14.0 % | | Ltd | | | | -------------------------------------------------------------------------------- | Sampo Bank Plc | 55 502 888 | 50.7 % | 50.7 % | -------------------------------------------------------------------------------- | Markku Jokela | 8 407 757 | 7.7 % | 7.7 % | -------------------------------------------------------------------------------- | FT Capital Oy | 1 707 140 | 1.6 % | 1.6 % | -------------------------------------------------------------------------------- According to the decision of the Financial Supervision Authority, Savcor Group Ltd, Jokela and Sampo Bank Plc 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 Plc. The Financial Supervision Authority has on 3 February 2009 granted Savcor Group Ltd, Jokela and Sampo Bank Plc 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. This exemption has no effect on the previous exemption granted for the same applicants on 26 November 2008. Taking the aforesaid into consideration, the aggregate holding of Savcor Group Ltd, Jokela and Sampo Bank Plc in Cencorp Plc's share capital based on Chapter 2, Section 9 of the Securities Markets Act exceeds 66.7%. The said shareholders' aggregate holding of shares and votes in Cencorp Plc is the following: -------------------------------------------------------------------------------- | Shareholder | Number of | Portion of | Portion of | | | shares | shares | votes | -------------------------------------------------------------------------------- | Savcor Group Ltd | 15 311 213 | 14.0% | 14.0% | -------------------------------------------------------------------------------- | Sampo Bank Plc | 55 502 888 | 50.7% | 50.7% | -------------------------------------------------------------------------------- | Markku Jokela | 8 407 757 | 7.7% | 7.7% | -------------------------------------------------------------------------------- | FT Capital Oy | 1 707 140 | 1.6% | 1.6% | -------------------------------------------------------------------------------- | Pirjo Jokela | 296 000 | 0.3% | 0.3% | -------------------------------------------------------------------------------- | Joni Jokela | 296 000 | 0.3% | 0.3% | -------------------------------------------------------------------------------- | Total | 81 520 998 | 74.6% | 74.6% | -------------------------------------------------------------------------------- As a part of the Arrangement Sampo Bank Plc has undertaken to accept the Tender Offer with respect to all the shares of Cencorp Plc owned by it. Furthermore, Sampo Bank Plc has undertaken to sell all Cencorp Plc's shares it will subscribe in the directed share issue decided on 19 February 2009 to Savcor Group Plc immediately following the completion of the Tender Offer. After the aforesaid measures have been carried out Sampo Bank Plc's shareholding in Cencorp Plc will be 0% and Savcor Group Ltd's at most 90.0 % as set out in the flagging announcement published on 28 November 2008. Date when the flagging threshold was exceeded 19 February 2009 Complete names of the shareholders Savcor Group Ltd (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) The share capital of Cencorp Plc at the moment comprises a total of 64,873,722 shares. After the new shares given in the share issue referred to above have been subscribed and registered, the share capital of Cencorp Plc will comprise a total of 109,467,763 shares. Each share has one vote. Cencorp Plc has one series of shares In Lohja on 19 February 2009 CENCORP PLC BOARD OF DIRECTORS Additional information: Hannu Timmerbacka President and CEO Cencorp Plc Telephone: +358 (0)400 620845 Email: hannu.timmerbacka@cencorp.com |
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