The listing prospectus for SanomaWSOY Corporation's convertible capital notes 2001 issue will be published at 9.00 a.m. this morning. The notes are intended for subscription by professional investors in Finland, and the prospectus is in Finnish. The Finnish-language prospectus will be available at and printed copies will be available at the offices of the subscription agents (Nordea Securities Oyj, Fabianinkatu 29 B, FIN-00100 Helsinki and Nordea Securities Corporate Finance Oy, Pohjoisesplanadi 33 A, FIN- 00100 Helsinki). An English-language translation will be published on August 27, after which copies will be available at the offices of the subscription agents.

The prospectus contains the following statement on SanomaWSOY's dividend policy for 2001 (Page 30): "The dividend for 2001 departs from the Company's normal dividend policy and is based on the Shareholders' Agreement concluded, in connection with the merger, on 14 May 1998 and dealing with, among other matters, the dividend for 1999 - 2001. According to the Shareholders' Agreement, the dividend for 2001 amounts to EUR 0.51 per share (including the impact of the four-for-one share split of SanomaWSOY's shares in 2001)."

The prospectus also states, in respect of the calculation of the purchase price of the CIG acquisition announced on July 20, that (Page 39): "SanomaWSOY will pay a total purchase price of EUR 1.25 billion (enterprise value) for VNU's Consumer Information Group. The final purchase price will be revised by deducting net liabilities and adding net receivables and by adding/deducting the increase/decrease in working capital as calculated according to an agreed formula."

The prospectus also contains previously unpublished details on CIG's result and investments. The figures are unaudited and have been adjusted for the transaction:

"The following table shows selected financial data for CIG's last three financial years. Because CIG has not been a unified legal entity, an actual income statement and comparative data cannot be presented." (Page 37)

€ million




Net sales




Circulation as a percentage of net sales




Advertising income as a percentage of net sales












Operating profit before amortisation of goodwill





3 539

3 104

* Information for 1998 is not available

In 2000, The Netherlands accounted for 70% of CIG's net sales and 76% of EBITDA, with operations in Belgium making up 18% of net sale and 12% of EBITDA, and international operations representing 12% of net sales and EBITDA. (Page 35)

CIG's net investment amounted to 13.2 billion euros in 2000." (Page 44)

The prospectus also presents the following pro forma balance sheet as of December 31, 2000 for CIG. The balance sheet has been adjusted for the transaction and is unaudited (Page 38):

1 000 €

31.12.2000 Post adjustments

Fixed assets

Land and buildings

9 486

Machinery and Equipment

3 657


4 121

Other tangible assets

38 555

Intangible assets

183 671

Loans outstanding

1 876

Total subsidiaries

9 350

Others stocks and shares


Total fixed assets

250 716

Current assets

Cash and cash equivalents


Trade receivables third parties

92 481

Trade receivables/payables Group

-1 317


13 534

Other current assets

22 055

Total current assets

126 753

Current liabilities

Trade payables

72 648

Other current liabilities

118 773

Total current liabilities

191 421

Working capital

-64 668

Capital to be financed

186 048

Non current liabilities

Deferred tax credit


Other provisions

8 732

Loans borrowing


Other long term liabilities

19 142

Total non current liabilities

27 562

Shareholder's equity

Capital stock

42 037

Total reserves

58 720

Total net earnings current year

52 169

Total equity

152 926

Minority interest third parties

5 560

Financing Capital

186 048

The prospectus referred to in this release may not be published in the United States, Canada, or any other country where offering the convertible capital notes referred to is or may be illegal.


Raija Kariola
Vice President
Investor Relations and Group Communications

Helsinki Exchanges
Principal media