FORTUM'S MANDATORY REDEMPTION OFFER UNDER THE SECURITIES MARKETS ACT FOR THE
SHARES OF FORTUM ESPOO OYJ WILL COMMENCE ON 4 JULY 2006
Fortum Corporation's (Fortum) mandatory redemption offer pursuant to Chapter 6,
Section 6 of the Securities Markets Act for the shares of Fortum Espoo Oyj
(Fortum Espoo) will commence on 4 July 2006.
On 29 June 2006, the Finnish Financial Supervision Authority has approved the
offer document regarding the redemption of the shares of Fortum Espoo. The terms
and conditions of the redemption offer are attached in their entirety to this
release.
The redemption offer document will be available as of 30 June 2006 at the retail
offices of Sampo Bank plc and offices of Mandatum Private Bank as well as the
websites www.mandatum.fi and www.fortum.fi as well as at Helsinki Stock Exchage's
OMX way, address Fabianinkatu 14, 00130 Helsinki.
The redemption price offered by Fortum for each share in Fortum Espoo offered in
accordance with the terms and conditions of the redemption offer is EUR 68.36.
The redemption price shall be paid in cash.
The mandatory redemption offer will commence on 4 July 2006 at 9.30 a.m. and
expire on 31 August 2006 at 4.30 p.m. The redemption price shall be paid to those
having accepted the redemption offer in accordance with its terms and conditions
on or about the third banking day following the execution of the trades.
Fortum's aim is to acquire all the shares in Fortum Espoo. The shares of such
shareholders of Fortum Espoo who decline to accept the redemption offer, will be
redeemed in accordance with the minority shareholders procedure under Chapter 14,
Sections 19-21 of the Companies Act.
Fortum Corporation
Carola Teir-Lehtinen
SVP, Corporate Communications
For more information:
SVP, Corporate Communications Carola Teir-Lehtinen, tel. +358 50 542 4118
CFO Juha Laaksonen, tel. +358 50 452 4519
Distribution:
Fortum Espoo Oyj
Helsinki Stock Exchange
Key Media
APPENDIX
The terms and conditions of the mandatory redemption offer (unofficial
translation from the Finnish extract from the Redemption Offer Document)
Object of the Redemption Offer
Pursuant to the Chapter 6, Section 6 of the SMA the Offeror shall offer to redeem
all the shares of the target Company and the securities entitling to them under
the Companies Act. In accordance with Chapter 6, Section 6 of the SMA, Fortum
offers to redeem all issued and outstanding shares in the Company and the
securities which under the Companies Act entitle to them on the terms and
conditions set forth below.
The object of this Redemption Offer is the Company's Shares excluding the
Company's shares which are already owned by Fortum. The registered share capital
of the Company is EUR 5,293,186.88 which consists of 15,628,533 shares with the
book counter-value of EUR 0.34. All the Company's shares are of the same class.
Redemption Price
The Redemption Price for each Share validly tendered in accordance with the terms
and conditions of this Redemption Offer is EUR 68.36. The Redemption Price shall
be paid in cash.
If the Company's General Meeting of Shareholders resolves on a dividend
distribution after presenting of this Redemption Offer and the record date
established for such dividend distribution precedes the Settlement Date (as
defined below), the Redemption Price shall be reduced by the amount of the
dividend per Share in any such dividend distribution.
Redemption Offer Period
The Redemption Offer Period commences on 4 July 2006 at 9.30 a.m. (Finnish time)
and expires on 31.8.2006 at 4.30 p.m. (Finnish time) (the "Redemption Offer
Period"), during which time the Company's shareholders can elect to accept this
Redemption Offer. The acceptance form indicating the acceptance of this
Redemption Offer must be received prior to the end of the Redemption Offer
Period.
Acceptance of this Redemption Offer
The implementation of this Redemption Offer and related Share purchases and sales
will be managed by Mandatum & Co Ltd ("Mandatum"). Mandatum may make use of Sampo
Bank plc ("Sampo Bank"), Mandatum Securities, and book-entry account operators to
provide services related to the implementation of this Redemption Offer.
The Company shareholder, who is registered in the shareholders' register of the
Company will receive a notification of this Redemption Offer and an acceptance
form with related instructions from his or her account operator or asset manager,
provided that the shareholder has entered into an agreement to that effect with
his or her account operator or asset manager. The acceptance forms are also
available at the retail offices of Sampo Bank and the offices of Mandatum Private
Bank. The Company shareholder who does not receive instructions or acceptance
forms from his or her account operator (e.g. Finnish Central Securities
Depository) can also pick up an acceptance form at the retail banking offices of
Sampo Bank or the offices of Mandatum Private Bank.
The Company Shareholders whose Shares are held in nominee accounts and who wish
to accept this Redemption Offer will be expected to deliver their acceptance in
accordance with related instructions provided by their nominee account operator.
Fortum will not send an acceptance form or other Redemption Offer documents to
those Company shareholders.
The acceptance of this Redemption Offer in respect of pledged shares will require
the consent of the pledgee. The pledgee's consent must be delivered to the
account operator in writing. Securing such consent will be the responsibility of
the Company shareholder in question.
The Company shareholder who wishes to accept this Redemption Offer will be
required to fill, sign and return his or her acceptance form to the account
operator in charge of his or her book-entry securities account or asset manager
in accordance with the instructions provided by them or, if the account operator
or asset manager in question is not accepting acceptance forms, to the retail
offices of Sampo Bank or Mandatum Private Bank. The acceptance form must be
delivered so that it is received during the Redemption Offer Period i.e. at the
latest 31 August 2006 at 4.30 p.m. (Finnish time), however, taking into account
the instructions of the account operator or asset manager in question Each
shareholder may freely select the manner of deliver of the acceptance form at his
or her own risk. Acceptance forms will be considered delivered only when actually
received by the aforesaid account operator, asset manager or the banking
institutions.
By accepting this Redemption Offer, the Company shareholder authorizes Sampo
Bank, Mandatum Private Bank or the account operator in charge of the
shareholder's book-entry securities account or asset manager to undertake any and
all measures necessary to consummate this Redemption Offer and to sell the Shares
to Fortum in accordance with the terms and conditions of this Redemption Offer.
A shareholder may only accept this Redemption Offer unconditionally and with
respect to all of his or her Shares recorded in the book-entry securities account
indicated on his or her acceptance form. Fortum has the right to reject any
conditional acceptances and partial acceptances that cover only part of the
shareholder's Shares recorded in the book-entry securities account indicated on
the acceptance form. Shareholder's acceptance of this Redemption Offer will be
irrevocable. A shareholder who has properly accepted this Redemption Offer will
not be permitted to sell or otherwise dispose of any Shares with respect to which
they have accepted this Redemption Offer.
Shares that have not been transferred to the book-entry system
A Shareholder who wishes to accept this Redemption Offer with respect to Shares
that have not been transferred to the book-entry system, must first transfer the
Shares to the book-entry system via Sampo Bank or via another account operator or
asset manager. The Shareholders must in this context assign the share
certificates related to the Shares and authenticate his or her title to the
Shares in question.
Notice of the outcome of this redemption offer
The outcome of this Redemption Offer will be announced in a stock exchange
release on or about the second (2nd) banking day following the expiry of the
Redemption Offer Period, i.e. on or about 4 September 2006.
Terms of payment and settlement
The sale and purchase of the Shares validly tendered in accordance with the terms
and conditions of the Redemption Offer is aimed to be executed no later that on
the third (3rd) Finnish banking day following the receipt of an appropriately
completed and signed acceptance form. The Shares will be purchased through the
Helsinki Exchanges, to the extent permitted under the rules of the Helsinki
Exchanges.
The trades will be settled and the Redemption Price will be paid on or about the
third (3rd) banking day following the execution of the sale and purchase (the
"Settlement Day"). The payment of the Redemption Price will be deposited into the
bank account connected to the shareholder's book-entry securities account or, in
case of shareholders whose holdings are held in nominee accounts, into the
Finnish bank account specified in the acceptance form. If the bank account of the
shareholder is with a different banking institution than such holder's book-entry
securities account, the receipt of the Share Redemption Price may be delayed by
approximately two (2) Finnish banking days, in accordance with the schedule of
money transactions between banking institutions.
Fortum reserves the right to postpone the payment of the Redemption Price, if the
payment is prevented or suspended due to a force majeure event. Fortum shall,
however, effect such payment at once when the force majeure event preventing or
suspending the payment is resolved.
Transfer of title
Title to the shares validly tendered in this Redemption Offer will pass to Fortum
upon Fortum's payment of the Redemption Price to the shareholder who has accepted
this Redemption Offer.
Asset transfer tax and other fees
Fortum will be responsible for the Finnish asset transfer tax, if any, payable on
the acceptance of this Redemption Offer and/or sale and purchase of the Shares in
accordance with this Redemption Offer. The Company shareholders considering
accepting this Redemption Offer are encouraged to consult tax advisors for more
detailed information on other tax implications related to the ownership and
disposal of the Shares.
A shareholder shall not be charged for any fees relating to book-entry
registrations required for the purposes of this Redemption Offer, the sale and
purchase of the shares tendered in this Redemption Offer, or the payment of the
Redemption Price. Account operators are entitled to charge a shareholder for
other services which are offered in connection with this Redemption Offer in
accordance with the agreement between the shareholder and the account operator.
Other issues
Fortum shall decide on all other issues relating to this Redemption Offer. All
the material issues relating to this Redemption Offer shall be posted on Fortum's
website www.fortum.fi as well as through a stock exchange release to the extent
required by the disclosure provisions of the SMA. This Offer Document will not be
supplemented or updated to reflect any financial information or other stock
exchange releases issued by the Company subsequent the date of this Offer
Document, except for interim reports published by the Company, nor will Fortum
otherwise separately inform about issuance of such financial information or other
stock exchange releases unless required by applicable mandatory law.
This Redemption Offer is not being made, directly or indirectly, in any
jurisdiction where the making of this Redemption Offer would be prohibited by
applicable law, and this Offer Document or related acceptance forms may not be
distributed or forwarded, by any means such as mail, facsimile, e-mail or
telephone, or in any other manner, to or from any jurisdiction where prohibited
by applicable law.
The Shares of any shareholders who decline to accept this Redemption Offer will
be redeemed in accordance with the minority shareholders procedure under Chapter
14, sections 19-21 of the Companies Act.