Sponda - Company Announcement

Board of Directors of Sponda has decided on a rights offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE  
OR IN PART, IN OR INTO CANADA, JAPAN, OR THE UNITED STATES.                     


Sponda Plc	Stock Exchange Release 25 May 2009, 12:40 pm                         
Board of Directors of Sponda has decided on a rights offering                   
Based on the authorisation granted by Sponda Plc's Extraordinary General Meeting
of 25 May 2009, the Board of Directors of Sponda has today, 25 May 2009, decided
on a rights offering of EUR 208.2 million (the “Offering”).                     
The Board of Directors of Sponda has resolved to issue a maximum of 166,545,277 
new shares (the “Offer Shares”) in the Offering in such a manner that the       
shareholders of Sponda will have a pre-emptive right to subscribe for new shares
in proportion to their current shareholding in Sponda.                          

The subscription price for the Offer Shares will be EUR 1.25 per Offer Share.   
The subscription period will begin on 2 June 2009 and expire at 5:00 p.m.       
(Finnish time) on 22 June 2009.                                                 

A holder of the existing shares of Sponda, who is registered in Sponda's        
shareholders' register maintained by Euroclear Finland on the record date of 28 
May 2009 shall automatically receive one (1) freely transferable right in the   
form of a book-entry entitling to subscribe for Offer Shares for each existing  
share of Sponda owned on the record date. Two (2) rights will entitle the holder
of the rights to subscribe for three (3) Offer Shares. No fractions of Offer    
Shares will be allotted. Trading in rights on NASDAQ OMX Helsinki Ltd commences 
on 2 June 2009 and ends on 12 June 2009. The rights are freely transferable.    

Sponda will announce the final results of the Offering in a stock exchange      
release on or about 25 June 2009.                                               

The full terms and conditions of the Offering are set out in the appendix to    
this release.                                                                   

Assuming that all of the Offer Shares are subscribed for in the Offering, the   
gross proceeds received by Sponda from the Offering will be approximately EUR   
208.2 million. Sponda intends to use the full amount of net proceeds from the   
Offering to repay a portion of its debt.                                        
The largest shareholder of Sponda, Solidium Oy, which holds 34.3 per cent of the
shares and voting rights in Sponda before the Offering, has confirmed Sponda    
that it will subscribe for its pro rata share of the Offer Shares in the        
Offering. The second largest shareholder of Sponda, Julius Tallberg-Kiinteistöt 
Oyj, which holds 6.4 per cent of the shares and voting rights in Sponda before  
the Offering, has confirmed Sponda that it will subscribe for at least 5 per    
cent of the Offer Shares in the Offering. In addition, the third largest        
shareholder of Sponda, Ilmarinen Mutual Pension Insurance Company, which holds  
4.3 per cent of the shares and voting rights in Sponda before the Offering, has 
confirmed Sponda that it will subscribe for its pro rata share of the Offer     
Shares in the Offering.                                                         

Danske Markets and UBS Investment Bank are acting as joint global coordinators  
in the Offering, and have entered into an underwriting agreement with Sponda,   
pursuant to which they have severally agreed, subject to certain conditions, to 
procure subscribers or subscribe for any Offer Shares that may remain           
unsubscribed for in the Offering, excluding the shares that Solidium Oy, Julius 
Tallberg-Kiinteistöt Oyj and Ilmarinen Mutual Pension Insurance Company have    
confirmed they will subscribe for.                                              


Helsinki, 25 May 2009                                                           
Sponda Plc                                                                      
Board of Directors                                                              

Further information: Kari Inkinen, President and CEO, tel. +358 20 431 3311     


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.                         

The information contained herein is not for release, publication or             
distribution, directly or indirectly, in or into Canada, Japan, or the United   
States. The information contained herein does not constitute an offer of        
securities for sale in the United States, nor may the securities be offered or  
sold in the United States absent registration or an exemption from registration 
as provided in the U.S. Securities Act of 1933, as amended, and the rules and   
regulations thereunder. There is no intention to register any portion of the    
offering in the United States or to conduct a public offering of any securities 
in the United States.                                                           

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 communication does not constitute an offer of securities to the public in  
the United Kingdom. No prospectus has been or will be approved in the United    
Kingdom in respect of the securities. Consequently, this communication is       
directed only at (i) persons who are outside the United Kingdom, (ii) persons   
who have professional experience in matters relating to investments falling     
within Article 19(1) of the Financial Services and Markets Act 2000 (Financial  
Promotion) Order 2005 (the “FP Order”) and (iii) high net worth entities falling
within Article 49(2) of the FP Order, and other persons to whom it may lawfully 
be communicated, (all such persons together being referred to as “relevant      
persons”). Any investment activity to which this communication relates will only
be available to, and will only be engaged with, relevant persons.  Any person   
who is not a relevant person should not act or rely on this document or any of  
its contents.                                                                   

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 the Prospectus  
Directive is only addressed to qualified investors in that Member State within  
the meaning of the Prospectus Directive. Copies of this announcement are not    
being made and may not be distributed or sent into Canada, Japan, or the United 
States.                                                                         

The Securities may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly within Australia except        
pursuant to an exemption from and in compliance with any applicable securities  
law.                                                                            

Danske Bank A/S, Helsinki Branch and UBS Limited are acting for Sponda Plc and  
no one else in connection with the rights offering and will not regard any other
person (whether or not a recipient of this release) as a client in relation to  
the rights offering and will not be responsible to anyone other than Sponda Plc 
for providing the protections afforded to their respective clients or for       
providing advice in relation to the rights offering or any matters referred to  
in this release.                                                                

Neither Danske Bank A/S, Helsinki Branch nor UBS Limited accepts any            
responsibility whatsoever for the contents of this release, and makes no        
representation or warranty, express or implied, for the contents of this        
release, including its accuracy, completeness or verification, or for any other 
statement made or purported to be made by it, or on its behalf, in connection   
with Sponda or the ordinary shares or the rights offering, and nothing in this  
release is or shall be relied upon as, a promise or representation in this      
respect whether as to the past or future. Danske Bank A/S, Helsinki Branch and  
UBS Limited accordingly disclaim to the fullest extent permitted by law all and 
any liability whether arising in tort, contract or otherwise (save as referred  
to above) which they might otherwise have in respect of this release or any such
statement.                                                                      


APPENDIX	Terms and conditions of the Offering                                   

On 25 May 2009, the Extraordinary General Meeting of Sponda authorised the      
company's Board of Directors to decide on a new share issue in which the        
shareholders will have a pre-emptive right to subscribe for new shares in       
proportion to their current shareholding in the Company. The number of new      
shares issued based on the authorisation may not exceed 300,000,000 shares. The 
company's Board of Directors was authorised to decide upon other terms of the   
issue. The authorisation includes the right to decide on the offering of the    
remaining shares, if any, to investors and/or the Joint Global Coordinators.    
On 25 May 2009, the Board of Directors of the company resolved, based on the    
authorisation granted by the Extraordinary General Meeting of the company, to   
issue a maximum of 166,545,277 new Offer Shares as set forth in these terms and 
conditions of the Offering.                                                     
As a result of the Offering, the total number of the shares may increase from   
111,030,185 shares to a maximum of 277,575,462 shares. Assuming that the        
Offering is fully subscribed for, the Offer Shares represent 150 per cent of the
total number of shares outstanding prior the Offering and 60 per cent of the    
total number of shares outstanding after the Offering.                          
Subscription right                                                              
The Offer Shares will be offered for subscription to the shareholders of the    
company in proportion to their holding of existing shares.                      
The record date of the Offering is 28 May 2009.                                 
Each holder of the existing shares, who is registered in the company's          
shareholders' register maintained by Euroclear Finland Ltd on the record date   
will automatically receive one (1) freely transferable subscription right in the
form of a book-entry entitling to subscribe for Offer Shares for each existing  
share of the company owned on the record date. Two (2) subscription rights will 
entitle their holder to subscribe for three (3) Offer Shares. No fractions of   
the Offer Shares will be allotted.                                              
The subscription rights will be subject to public trading on the NASDAQ OMX     
Helsinki Ltd (“Helsinki Stock Exchange”) from 2 June 2009 to 12 June 2009.      
Right to subscribe for unsubscribed Offer Shares without subscription rights    
The Board of Directors of the company will decide to offer the Offer Shares,    
which have not been subscribed for pursuant to the subscription rights, in a    
secondary offering, as determined by the Board of Directors, to subscribers who 
have subscribed for the Offer Shares without subscription rights, subscribers   
procured by the joint global coordinators, or, failing which, to the joint      
global coordinators. See below “—Subscription for and Allotment of Offers Shares
without Rights”.                                                                
Participation of the principal shareholders in the Offering and underwriting    
The largest shareholder of the company is Solidium Oy, a company which is 100   
per cent owned by the State of Finland, which holds 34.3 per cent of the shares 
outstanding and the related voting rights before the Offering. After the        
completion of the Offering, Solidium Oy will remain the largest shareholder of  
the company with a share of 34.3 per cent of the shares and the related voting  
rights, provided that the Offering is fully subscribed for and that Solidium Oy 
uses all of its subscription rights. Solidium has confirmed that it will        
subscribe for its pro rata share of the Offer Shares in the Offering. The second
largest shareholder of the company is Julius Tallberg-Kiinteistöt Oy, which     
holds 6.4 per cent of the shares outstanding and the related voting rights      
before the Offering. After the completion of the Offering, Julius               
Tallberg-Kiinteistöt Oy will continue to hold 6.4 per cent of the ahares and the
related voting rights, provided that the Offering is fully subscribed for and   
that Julius Tallberg-Kiinteistöt Oy uses all of its subscription rights. Julius 
Tallberg-Kiinteistöt Oy has also confirmed that it will subscribe for at least 5
per cent of the Offer Shares in the Offering. The third largest shareholder of  
the company is Ilmarinen Mutual Pension Fund (“Ilmarinen”), which holds 4.3 per 
cent of the shares outstanding and the related voting rights before the         
Offering. After the completion of the Offering, Ilmarinen will continue to hold 
4.3 per cent of the shares and the related voting rights, provided that the     
Offering is fully subscribed for and that Ilmarinen uses all of its subscription
rights. Ilmarinen has also confirmed that it will subscribe for its pro rata    
share of the Offer Shares in the Offering.                                      
The joint global coordinators have made with the company an agreement according 
to which the joint global coordinators have separately agreed, subject to       
certain conditions, to procure subscribers for any Offer Shares that may remain 
unsubscribed for in the Offering, excluding the Offer Shares that Solidium Oy,  
Julius Tallberg-Kiinteistöt Oyand Ilmarinen have confirmed they will subscribe  
for, or, to subscribe for such Offer Shares.                                    
See below “Arrangements with the Joint Global Coordinators, Plan of Distribution
and Admission to Trading”.                                                      
Subscription price                                                              
The subscription price is EUR 1.25 per Offer Share.                             
The subscription price shall be entered into the invested unrestricted equity   
reserve of the company.                                                         
Subscription period                                                             
The subscription period will commence on 2 June 2009 and expire at 5:00 p.m.    
Finnish time on 22 June 2009. The subscription places will accept subscription  
assignments during their normal business hours.                                 
Places of subscription                                                          
Subscriptions can be made at Sampo Bank plc's offices, the offices of Sampo Bank
Private Banking and through Sampo Bank's Customer Service (telephone + 358      
(0)10 546 3159, Monday to Friday from 9 a.m. to 6 p.m.). A subscription order   
made through Sampo Bank plc's Customer Service requires that the subscriber has 
a valid contract regarding bank identifiers with Sampo Bank.                    
In addition, subscriptions may be submitted to the account operators and        
custodians who have entered into an agreement with Sampo Bank plc on reception  
of subscriptions. Places of subscription and account operators may request      
submission of a subscription order already at a certain date before the public  
trading with the subscription rights expires.                                   
Exercise of subscription rights                                                 
A shareholder may participate in the Offering by subscribing for the Offer      
Shares by using the subscription rights on the shareholder's book-entry account 
and by paying the subscription price. In order to participate in the Offering, a
shareholder must give a subscription assignment in accordance with the          
instructions provided by the shareholder's own book-entry account operator. If  
the shareholder's own account operator does not provide instructions in relation
to the subscription, the shareholder should contact Sampo Bank plc.             
Shareholders and other investors participating in the Offering, whose existing  
shares or subscription rights are held through a nominee, must submit their     
subscription assignments in accordance with the instructions given by their     
nominee.                                                                        
Subscriptions made pursuant to the subscription rights are irrevocable and may  
not be modified or cancelled otherwise than as set forth below in section       
“—Cancellation of Subscription under Certain Circumstances”.                    
Any unexercised subscription rights will expire at the end of the subscription  
period on 22 June 2009, at the latest.                                          
Subscription for and allotment of Offer Shares without subscription rights      
Subscription for the Offer Shares without the subscription rights shall be made 
by an investor by submitting a subscription order and by simultaneously paying  
the subscription price in accordance with the instructions from his or her      
account operator, or, in case of nominee-registered holders, in accordance with 
instructions by the nominee. In case an investor does not receive any           
instructions, the investor shall contact Sampo Bank (see above “-Places of      
Subscription”) to give an order for subscription. Subscription orders will be   
combined into one subscription order per book-entry account, if several         
subscription orders related to a single book-entry account are submitted. The   
subscription order and payment shall be received by the place of subscription or
the account operator on 22 June 2009, at the latest, or on an earlier date in   
accordance with instructions by the account operator.                           
Where all the Offer Shares have not been subscribed for pursuant to the         
subscription rights, the Board of Directors of the company shall determine the  
allocation of Offer Shares subscribed for without the subscription rights in    
such a manner that allocation:                                                  
first, shall be made to those that subscribed for the Offer Shares pursuant to  
the subscription rights. In case the Offering is oversubscribed, the allocation 
is determined in proportion to the number of the subscription rights used for   
subscription of the Offer Shares and, where this is not possible, by drawing of 
lots;                                                                           
second, shall be made to others that have submitted their subscription orders   
for subscription without the Subscription rights and, in case they cannot       
receive full number of the Offer Shares in the allocation, the allocation is    
determined in proportion to the number of the Offer Shares, which such          
subscribers have in their subscription order notified that they will subscribe  
for and, where this is not possible, by drawing lots; and                       
third, shall be made to the subscribers procured by the Joint Global            
Coordinators or, failing which, to the Joint Global Coordinators in accordance  
with, and subject to, the Underwriting Agreement. The subscription period with  
respect to subscribers procured by the Joint Global Coordinators or the Joint   
Global Coordinators will expire on 26 June 2009.                                
The Company will send a notification on the approval or rejection of the        
subscriptions to all persons that have given a subscription order.              
Cancellation of Subscriptions under Certain Circumstances                       
Investors, who have subscribed for and/or have submitted their subscription     
orders for the Offer Shares, are entitled to cancel their subscriptions         
according to the Finnish Securities Market Act in the event that the offering   
circular is supplemented due to an error or omission in the offering circular   
which could be of material importance to investors. The cancellation right may  
only be used if the investor has subscribed for and/or in the subscription order
undertaken to subscribe for the Offer Shares prior to the publication of the    
supplement to the offering circular and that the supplement is published between
the time the offering circular was approved by the FIN-FSA and the time when    
trading with the interim shares representing the Offer Shares begins. The       
procedure regarding the cancellation of the subscriptions will be announced     
together with any such supplement to the offering circular through a stock      
exchange release.                                                               
Public trading of the subscription rights                                       
Holders of subscription rights may sell their subscription rights on the market 
at any time prior to the end of the public trading of the subscription rights.  
Public trading of the subscription rights on the Helsinki Stock Exchange        
commences on 2 June 2009 and expires on 12 June 2009. The price of the          
subscription rights on the Helsinki Stock Exchange will be determined in market 
trading. The subscription rights may be transferred by their holders by giving  
sell or purchase orders to the holder's own account operator or through any     
securities broker.                                                              
The trading symbol of the subscription rights is “SDA1VU0109” and the ISIN code 
is FI0009503122.                                                                
Payment for the subscriptions                                                   
The subscription price of the Offer Shares subscribed for in the Offering shall 
be paid in full at the time of submission of the subscription order in          
accordance with the instructions given by the subscription place or the account 
operator. If the Offer Shares subscribed for without the subscription rights are
not allocated in accordance with the amount set out in the subscription order,  
the paid subscription price representing the Offer Shares that were not received
will be refunded on or about 29 June 2009. No interest will be paid on the      
refunded amount.                                                                
Approval of the subscriptions                                                   
The Board of Directors of the company will approve all subscriptions pursuant to
the subscription rights made in accordance with these terms and conditions of   
the Offering and applicable laws and regulations. Subscriptions without the     
subscription rights will be approved according to the principles set forth above
in section “—Subscription for and allotment of Offer Shares without subscription
rights”.                                                                        
The company will publish the final results of the Offering in a stock exchange  
release on or about 25 June 2009.                                               
Registration of the Offer Shares to the book-entry accounts and trading of the  
Offer Shares                                                                    
The Offer Shares subscribed for in the Offering will be issued in book-entry    
form in the book-entry securities system maintained by Euroclear Finland Ltd The
Offer Shares subscribed for pursuant to the exercise of the subscription rights 
will be recorded on the subscriber's book-entry account as interim shares       
representing the Offer Shares (ISIN code FI0009016299, trading under the symbol 
“SDA1VN0109”) after the subscription has been effected. Trading with such       
interim shares, as a separate class of securities, will commence on the first   
trading day following the expiration of the subscription period on or about 23  
June 2009.                                                                      
The interim shares will be combined with the Company's existing class of shares 
(ISIN code FI0009006829, trading under the symbol “SDA1V”) when the Offer Shares
have been registered with the Trade Register. Such combination is expected to   
occur on or about 30 June 2009. The Offer Shares are freely transferable. The   
trading in the Offer Shares on the Helsinki Stock Exchange is expected to       
commence on or about 30 June 2009.                                              
Shareholder rights                                                              
The Offer Shares will entitle their holders to full dividends declared by the   
company, if any, and to other shareholder rights in the company after the Offer 
Shares have been registered with the Trade Register, on or about 30 June 2009.  
Payments and expenses                                                           
No transfer tax or service fee is payable on the subscription of the Offer      
Shares. Account operators and securities brokers who exercise assignments       
regarding the subscription rights may charge a brokerage fee for these          
assignments in accordance with their own price lists. Account operators also    
charge a fee for the maintenance of the book-entry account and the deposit of   
shares.                                                                         
Information                                                                     
The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act,
are available for review at the head office of the Company at the address:      
Korkeavuorenkatu 45, FI-00130 Helsinki, Finland.                                
Applicable law and dispute resolution                                           
The Offering shall be governed by the laws of Finland. Any disputes arising in  
connection with the Offering shall be settled by the court of competent         
jurisdiction in Finland.                                                        
Other issues                                                                    
The Board of Directors will resolve any other issues and practical matters      
relating to the issue of the Offer Shares and the Offering.