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 www.sanomawsoy.fi/investors 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The prospectus also contains previously unpublished details on CIG's result and investments.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 | 2000 | 1999 | 1998 |
Net sales | 816 | 730 | 659 |
Circulation as a percentage of net sales | 380 | 360 | 347 |
Advertising income as a percentage of net sales | 220 | 181 | 154 |
Others | 216 | 189 | 158 |
EBITDA | 143 | 130 | 117 |
Operating profit before amortisation of goodwill | 132 | 120 | 107 |
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Personnel* | 3 539 | 3 104 |
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* Information for 1998 is not available
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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 |
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Fixed assets |
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Land and buildings | 9 486 |
Machinery and Equipment | 3 657 |
ICT | 4 121 |
Other tangible assets | 38 555 |
Intangible assets | 183 671 |
Loans outstanding | 1 876 |
Total subsidiaries | 9 350 |
Others stocks and shares | 0 |
Total fixed assets | 250 716 |
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Current assets |
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Cash and cash equivalents | 0 |
Trade receivables third parties | 92 481 |
Trade receivables/payables Group | -1 317 |
Inventories | 13 534 |
Other current assets | 22 055 |
Total current assets | 126 753 |
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Current liabilities |
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Trade payables | 72 648 |
Other current liabilities | 118 773 |
Total current liabilities | 191 421 |
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Working capital | -64 668 |
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Capital to be financed | 186 048 |
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Non current liabilities |
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Deferred tax credit | -312 |
Other provisions | 8 732 |
Loans borrowing | 0 |
Other long term liabilities | 19 142 |
Total non current liabilities | 27 562 |
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Shareholder's equity |
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Capital stock | 42 037 |
Total reserves | 58 720 |
Total net earnings current year | 52 169 |
Total equity | 152 926 |
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Minority interest third parties | 5 560 |
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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.
SANOMAWSOY CORPORATION
Raija Kariola
Vice President
Investor Relations and Group Communications
DISTRIBUTION
Helsinki Exchanges
Principal media