NOTICE PURSUANT TO THE FINNISH SECURITIES MARKET ACT, CHAPTER 2

Report this content
NOTICE PURSUANT TO THE FINNISH SECURITIES MARKET ACT, CHAPTER 2,
SECTION 10 REGARDING CHANGE IN OWNERSHIP

Elisa Corporation has received the following notice in accordance with Chapter 2,
Section 9 of the Finnish Securities Market Act in which Novator International
Holdings Ltd notifies of a change in the company's ownership upon completion of
the share exchange offer announced on July 7 2005:

Novator Finland Oy ("Novator") is a party to agreement  signed  on  July  7,  2005
whereby Elisa Oyj ("Elisa") shall make a public tender offer (the "Tender  Offer")
to  the  shareholders  and  share  option  holders   of   Saunalahti   Group   Oyj
("Saunalahti") by August 31, 2005 at the latest. Pursuant  to  the  Tender  Offer,
Elisa shall offer to acquire each share in Saunalahti in exchange  for  shares  in
Elisa at an exchange ratio of  5.6  Saunalahti  shares  to  one  Elisa  share.  In
addition,  Elisa  shall  pay  a  cash  consideration  for  each  share  option  of
Saunalahti, namely EUR 1.53 for each Saunalahti 2002 share  option  and  EUR  1.82
for each Saunalahti 2003 share option. Novator has, subject to the conditions  for
completion of the Tender Offer, undertaken to exchange its  shares  in  Saunalahti
to shares in Elisa in accordance with the terms described above. According to  the
conditions of the Tender Offer, the completion of share exchange  requires,  inter
alia, approval of the Finnish Competition Authority. In addition and  pursuant  to
the conditions for completion of the Tender Offer, Elisa's ownership and votes  in
Saunalahti should exceed 2/3.

By completion of the Tender Offer, Novator International  Holding  Ltd.'s  holding
(together with its affiliates) of the share capital in Saunalahti  would  decrease
from 35.73 percent to 0.0 percent and voting rights (including  shares  controlled
pursuant to agreements) from 44.66 percent to 0.0 percent.  Respectively,  Novator
International Holding Ltd.'s holding (together with its affiliates) of  the  share
capital in Elisa would increase from 0.0 percent  to  approximately  5.26  percent
and voting rights (including shares controlled pursuant to agreements)  from  0.00
percent to approximately 6.57 percent. Therefore, we  hereby  notify  the  Finnish
Financial Supervision Authority, Saunalahti and Elisa the following:

A.         Target companies:
           1. Saunalahti Group Oyj (business identity code:   1064333-3)
           2. Elisa Oyj (business identity code: 0116510-6)

B.         Date of change in holdings: between July 7, 2005   and August 31, 2005

C.         The holding of Novator Group (including its affiliates)  of  the  share
           capital in Saunalahti Group Oyj by completion of the Tender Offer:

               Number of       Proportion of   
               shares          capital (%)     
      Shares        0               0.0             

      Novator  Group's  holding  in  Saunalahti  Group  Oyj  votes  would  by
      completion of the Tender Offer decrease to 0 votes representing 0.0  percent
      of all the votes in Saunalahti Group Oyj.


      The holding of Novator Group (including its affiliates)  of  the  share
      capital in Elisa Oyj by completion of the Tender Offer:

               Number of       Proportion of   
               shares          share capital   
                               (%)             
      Shares      8,756,187       5.26            

      Novator Group's holding in Elisa Oyj votes would by completion  of  the
      Tender Offer increase to 10,944,365 votes representing 6.57 percent  of  all
      the votes in Elisa Oyj.

D.    Saunalahti Group Oyj's share capital comprises  of  137,225,340  shares
      that carry a total of 137,225,340 votes.

      Elisa Oyj's share capital comprises of 166,497,045 shares that carry  a
      total of 166,497,045 votes.

E.    Shareholder's full name: Novator International Holding Ltd. (as  parent
      company)

In this notification we have not considered the potential effects of the public
tender offer of Novator Finland Oy dated June 16, 2005 for all of the issued and
outstanding shares and share options in Saunalahti. In this notification we have
presumed that Elisa will, by the public tender offer made no later than August
31, 2005, acquire 100.00 percent of the issued and outstanding shares in
Saunalahti and that Elisa will, in order to perform the exchange of shares in
Saunalahti to shares in Elisa, issue exactly 24,504,525 new shares.

ELISA CORPORATION

Vesa Sahivirta
Director, IR and financial communications

Subscribe