Fortum Corporation STOCK EXCHANGE RELEASE 31 March 2005 1 (3)
Fortum's AGM Approves Dividend Distribution of 85 % of Neste Oil Shares
- Neste Oil Shares Approved for Listing on the Helsinki Stock Exchange
Not for release, publication or distribution in the United States of America.
On 31 March 2005 the Helsinki Stock Exchange approved the shares of Neste Oil
Corporation for listing on the Helsinki Stock Exchange on condition that the
Annual General Meeting of Fortum Corporation approved the distribution of shares
in Neste Oil Corporation as a dividend, as proposed by the Board of Directors of
Fortum Corporation's Annual General Meeting today approved that Fortum
Corporation could distribute a cash dividend of EUR 0.58 per Fortum Corporation
share and a dividend of 217,963,549 Neste Oil Corporation shares (approximately
85 per cent of the shares outstanding) such that for each four shares in Fortum
Corporation each shareholder will be entitled to receive one Neste Oil
Corporation share. Therefore the condition for the listing approval outlined
above has been satisfied.
Listing of the shares of Neste Oil Corporation will commence on the Pre-List of
the Helsinki Stock Exchange on or about 18 April 2005 and on the Main List of
the Helsinki Stock Exchange on or about 21 April 2005.
After the distribution of the dividend, Fortum Corporation's holding in Neste
Oil Corporation shares will amount to 38,440,137 shares (approximately 15 per cent)
and that of the Finnish State to 128,458,247 shares (approximately 50 per cent).
As announced by Fortum Corporation on 29 March 2005, it is the intention of
Fortum Corporation to commence the offering of the remaining approximately 15
per cent of shares it holds in Neste Oil Corporation on 1 April 2005 for Finnish and
international institutional investors and 4 April 2005 for retail investors in
The share dividend will be paid to those shareholders of Fortum Corporation who,
on the record date for the dividend payment, 5 April 2005, are registered in the
register of shareholders of the company, maintained by the Finnish Central
Securities Depository Ltd. The payment date of the share dividend is 15 April
2005, with the shares distributed as dividend entered on the shareholders' book-
entry accounts on or about 18 April 2005.
In the case of a shareholder of Fortum Corporation who, due to the above
mentioned dividend distribution ratio, is, for each specific book-entry account,
entitled to receive as a dividend a fraction of a share in Neste Oil
Corporation, an amount corresponding to such fraction based on the share's value which is
determined at pricing of the offering on or about 15 April 2005 will be paid to
the dividend recipient in cash on or about 18 April 2005. Fractions of shares
will be combined into entire shares and sold as part of the offering or
immediately after Neste Oil Corporation shares have been admitted for trading on
the Helsinki Stock Exchange.
Distribution of the Neste Oil Corporation shares by Fortum Corporation to
shareholders of Fortum Corporation is considered a dividend for tax purposes and
is therefore subject to tax. Fortum Corporation is obligated to collect
withholding tax in respect of the Neste Oil Corporation shares distributed as
dividends to non-resident shareholders and cause advance tax withholding from
the Neste Oil Corporation shares distributed as dividends to resident individuals.
The withholding tax or advance tax will be withheld from the cash dividend paid
by Fortum Corporation concurrently with the distribution of the Neste Oil
Corporation shares. To the extent the cash dividend does not suffice to cover
the entire withholding tax or advance tax for the distribution of the shares,
the shareholders in question will be, by way of assessment, liable for any unpaid or
uncollected withholding tax or advance tax to the tax authorities.
Any Finnish asset transfer tax that is payable in connection with the dividend
distribution will be paid by Fortum Corporation.
Senior Vice President, Corporate Communications
For further information please contact
Juha Laaksonen, CFO Fortum Corporation, tel. +358 10 452 4519
The information contained herein is not for publication or distribution into the
United States. The material set forth herein is for informational purposes only
and is not intended, and should not be construed, as an offer of securities for
sale into the United States. The securities described herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, or the
laws of any state, and may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws. There
is no intention to register any portion of the offering in the United States or
to conduct a public offering of 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 law of any such jurisdiction.
This document does not constitute an offer of securities to the public in the
United Kingdom. No prospectus has been or will be registered in the United
Kingdom in respect of the shares consequently the shares must not be sold or
offered for sale in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or whom
it is reasonable to suppose will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and will not result in an offer to the
pubic in the United Kingdom within the meaning of the Public Offers of
Securities Regulations of 1995. This communication is made to or is directed at persons
who are (i) outside the United Kingdom or (ii) "investment professionals" under
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2001 (the "Order") or (iii) "high net worth companies,
unincorporated associations etc." under Article 49(2)(a) to (d) of the Order
(together referred to as "relevant persons"). Any investments or services
referred to in this communication are offered only to relevant persons. This
communication should only be relied on by relevant persons.
Stabilisation / FSA