The combination agreement signed by the parties on December 3, 2000 included three preconditions for the implementation of the Exchange Offer which now have been fulfilled. Sampo-Leonia's Extraordinary General Meeting of Shareholders approved the Exchange Offer and the related terms of issue on January 18, 2001. The Finnish Competition Authority approved the combination on January 3, 2001. According to the terms, Sampo-Leonia's holding in Mandatum was to increase to at least 66.7% of all shares and of all votes relating to the shares. This precondition has also been fulfilled.
The Board of Directors decided to approve the share subscriptions made and to raise the share capital of Sampo-Leonia Insurance Company plc by 3,998,041.45 euro, from 87,457,721.76 euro to 91,455,763.21 euro, by giving the shareholders of Mandatum who approved the Exchange Offer 4,754,255 Sampo-Leonia A shares.
The Exchange Offer started on February 1, 2001 and will continue until February 16, 2001 4.30 p.m. A Mandatum shareholder who has accepted the Exchange Offer will receive 1 Sampo A share for 5½ Mandatum A or B shares.
Subsequent to the Board of Director's approval of the Exchange Offer subscriptions today, Sampo-Leonia's and the other Group companies' holding of Mandatum's A and B shares and the votes related to the shares exceeded the redemption obligation limit of both the Securities Markets Act and Mandatum's Articles of Association, clause 6.
Sampo-Leonia will make an offer to Mandatum's shareholders as referred to in the Securities Markets Act for the Mandatum shares and other securities entitling to the shares on the basis of the Companies Act.
The redemption procedure referred to in the Securities Markets Act is estimated to start on February 26, 2001.
SAMPO-LEONIA INSURANCE COMPANY PLC
Head of Group Communication
FOR FURTHER INFORMATION PLEASE CONTACT TO
Taru Narvanmaa, Head of Investor Relations, tel. +358 10 514 0030, mobile +358 50 590 9398
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