NOTICE PURSUANT TO THE FINNISH SECURITIES MARKET ACT, CHAPTER 2
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