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Sampo-Leonia´s Board of Directors approved Mandatum exchange offer document
Stock Exchange Release - 10 Jan 2001 at 5:45 PM
The Exchange Offer concerns all the Mandatum Bank shares, with the exception of the approximately 3.9 million shares held by the Sampo-Leonia Group, which constitutes about 9.5 per cent of the Mandatum shares.
Shareholders of Mandatum who have approved the Exchange Offer will receive one (1) new Sampo-Leonia A share for each five and a half (5 ½) Mandatum A or B shares. Fractional new Sampo-Leonia shares will not be issued in the Exchange Offer. Insofar as the number of Sampo shares received by Mandatum shareholders is not a round figure, a pecuniary consideration corresponding to the fractional proportion exceeding the round figure shall be paid. The new Sampo-Leonia A shares will entitle to full dividend for the financial year ending on December 31, 2000.
The Exchange Offer period will start on February 1, 2001 at 9.15 a.m. and end on February 16, 2001 at 4.30 p.m. The term of offer may be extended until December 31, 2001. However, Sampo-Leonia's Board of Directors must make a decision on the implementation of the Exchange Offer by April 30, 2001. The exchange of shares will be carried out in the offices of Leonia Bank Plc and Mandatum Bank Plc in Finland. In addition, Mandatum shareholders who have a valid service agreement with the telephone banks of Leonia or Mandatum can accept the Exchange Offer in their telephone bank. Each Mandatum shareholder entered in the shareholders' register of Mandatum on January 18, 2001 will receive an acceptance form. Acceptance forms are also available in the offices of Leonia Bank and Mandatum.
Should all Mandatum shareholders accept the Exchange Offer, the share capital of Sampo-Leonia will increase by EUR 6,054,765.35 at the most, which corresponds to a total of 7,200,000 new Sampo-Leonia A shares. The aim is that the new shares will be issued for public trading on the Main List of the Helsinki Exchanges by February 26, 2001.
Deutsche Bank AG London has been engaged by Sampo-Leonia's Board of Directors to provide a fairness opinion on the Exchange Offer. Deutsche Bank states that, taking into account the commercial assessment of Sampo-Leonia's Board of Directors, the combination of Sampo-Leonia and Mandatum on the conditions put forward in the Exchange Offer as a whole is fair for Sampo-Leonia's shareholders.
The Board of Directors of Sampo-Leonia recommends unanimously that the shareholders of Sampo-Leonia vote in favour of the necessary measures to complete the Exchange Offer at the Extraordinary General Meeting of Shareholders of Sampo-Leonia convening on January 18, 2001.
Also the Board of Directors of Mandatum Bank recommends unanimously to the company's shareholders that they accept the Exchange Offer. The Board of Directors of Mandatum regards the proposed combination of the business operations of Sampo-Leonia and Mandatum Bank appropriate and the offered exchange ratio to be in the shareholders' interest.
Mandatum Bank Plc is a commercial bank. The private banking sector of Mandatum includes in addition to traditional deposit banking for retail customers, extensive asset management, investment, and consultation services for both retail customers and corporations. The asset management services have been incorporated with Mandatum Asset Management Ltd. The bank's subsidiary Mandatum Fund Management Ltd manages Mandatum Group's mutual funds.
Mandatum's investment banking consists of Corporate Finance and brokerage operations. The Corporate Finance operations, comprising of among others advising on acquisitions, mergers, business restructurings and other corresponding transactions, planning and arranging of securitization financing through share or bond issues, arranging sales of shares, and advising on financing and other corresponding issues, is managed by the bank's subsidiary Mandatum & Co Oy, which will be the new name of Mandatum Ltd. Stockbrokerage and equity research is managed by the subsidiary Mandatum Stockbrokers Ltd.
In 1999, the turnover of the Mandatum Group was 54 million euro, the operating profit 17 million euro, and the balance sheet total 781 million euro.
By combining the resources of Sampo-Leonia and Mandatum the companies are estimated to attain significant synergy effects in investment banking, asset management and brokerage operations, which will increase the Group's shareholder value.
The Exchange Offer document will be available as from January 11, 2001 at
- the offices of Sampo-Leonia and Leonia Bank in Finland
- the offices of Mandatum Bank
- the websites www.sampo-leonia.fi and www.mandatum.fi
- Helsinki Securities and Derivatives Exchange
- Clearing House Ltd HEX Gate, Fabianinkatu 14, 00130 Helsinki, Finland
SAMPO-LEONIA INSURANCE COMPANY PLC
Vice President, Information
FOR FURTHER INFORMATION, PLEASE CONTACT TO:
Taru Narvanmaa, Vice President, Investor Relations, mobile +358 50 590 9398
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