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The outcome of Sampo-Leonia´s Mandatum Exchange Offer
Stock Exchange Release - 22 Feb 2001 at 2:30 PM
The Board of Directors decided on the basis of the share subscriptions made to increase the share capital of Sampo-Leonia Insurance Company plc by 1,986,920.02 euro, from 91,455,763.21 euro to 93,442,683.23 euro by giving 2,362,738 Sampo-Leonia A shares to the Mandatum Bank shareholders who accepted the Exchange Offer.
As Sampo-Leonia's and its Group companies' holding of Mandatum's A and B shares and related votes exceeded the 2/3 limit referred to in the Securities Market Act, the Board of Directors of Sampo-Leonia decided to make a redemption offer for the Mandatum shares and securities entitling to these which will commence on February 27, 2001 at 9.30am.
The Board of Directors of Sampo-Leonia approved today the redemption offer document and the included terms of the redemption offer. These are available in Finnish at www.sampo-leonia.fi and www.mandatum.fi and the terms are available in English at www.sampo-leonia.com. The redemption price of the Mandatum Bank's A and B shares is 10.33 euro. Upon the redemption of warrants, the Mandatum A or B share subscription price of 20 Finnish markka is deducted from the consideration.
Each shareholder entered in the shareholders' register of Mandatum Bank on February 20, 2001 will be sent a notification on the redemption offer and a redemption offer acceptance form. The redemption offer expires on March 28, 2001 at 4.30pm (the term of offer may be extended).
In accordance with Clause 6 in the Articles of Association of Mandatum Bank, a shareholder of the company is entitled to claim a redemption of his/her shares in a separate procedure. Mandatum will inform its shareholders of this at a later date. Information on the redemption referred to in the Articles of Association is given by Mandatum's emission services, telephone +358 10 236 5284 as of February 27, 2001.
A shareholder can offer or claim redemption of his/her shares in only one of the two procedures presented above.
As Sampo-Leonia by virtue of the Mandatum Exchange Offer holds over 90% of the Mandatum shares and related votes, Sampo-Leonia will at a later date make a redemption claim as in accordance with the Companies Act, chapter 14, section 19. In the redemption claim shareholders will be offered as consideration 10.33 euro per share.
Sampo-Leonia intends to apply for a closing of the public trade in Mandatum Bank's B share in the Helsinki Exchanges.
SAMPO-LEONIA INSURANCE COMPANY PLC
Head of Group Communication
THE REDEMPTION OFFER DOCUMENT MAY NOT BE PUBLISHED, MAILED OR DISTRIBUTED IN THE UNITED STATES OF AMERICA OR TO CITIZENS OF THE UNITED STATES OF AMERICA, NOR IN OTHER STATES OR TO CITIZENS OF OTHER STATES IN WHICH OR TO WHOM THE PUBLICATION, MAILING OR DISTRIBUTION WOULD BE ILLEGAL.
Taru Narvanmaa, Head of Investor Relations, tel. +358 10 514 0030, mobile +358 50 590 9398
FOR DISTRIBUTION TO:
The principal media
Link to Disclaimer and Terms of the Redemption Offer