Following a meeting after the Company's Extraordinary General Meeting of Shareholders held today, SanomaWSOY's Board of Directors has decided to offer convertible capital notes for subscription by professional investors in Finland. The notes form part of the package arranged to finance the acquisition of VNU's Consumer Information Group announced on July 20, and which is designed to maintain the Group's financing flexibility. The notes will be for a maximum amount of EUR 250 million, and the minimum subscription will be EUR 1 million. The notes shall be dated August 31, 2001 to July 4, 2007; and be offered for subscription between August 23 and August 31, 2001, unless the offer period is terminated at an earlier date. Following the authorisation received at today's Meeting, the Board will take its final decision regarding the issue of the notes at the end of the subscription period.
A fixed annual interest of 5.25% will be paid on the notes. The notes will be issued to a maximum amount of 25,000 note units, with a nominal value of EUR 10,000 each and known as subordinated notes. Subscribers will be allowed to convert their subordinated notes into a maximum of 15,713,387 SanomaWSOY Corporation Series B shares from January 2, 2002 onwards. The imputed conversion price of one share to be used will be EUR 15.91 set at a premium of 30% to the trading-weighted average price of the Series B share on the Helsinki Exchanges between July 20, 2001 and August 20, 2001 (EUR 12.24). The Company shall be entitled to repay the principal amount of the notes from September 1, 2004 onwards in the event that the price of SanomaWSOY's share exceeds the imputed conversion price (EUR 15.91) by 100%, or EUR 31.82, during the preceding period and on condition that the other terms regulating repayment are met.
The capital notes prospectus will be published on August 23, 2001, when a separate release will be issued. The Company's Board of Directors shall decide the issue of the notes and the emission rate on the basis of offers received. SanomaWSOY's intention is to apply for the loan to be made the subject of public trading on the Main List of the Helsinki Exchanges following its issue. Trading is expected to commence on September 6, 2001.
The issue has been arranged by Nordea Securities Corporate Finance Oy.
The notes referred to in this release may not be offered or sold in the United States, Canada, or any other country where this is or may be illegal. Distribution of this release in such countries is forbidden.
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