PRELIMINARY RESULT OF THE PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS OF FIM GROUP CORPORATION
FIM GROUP CORPORATION STOCK EXCHANGE RELEASE MAY 18, 2007
PRELIMINARY RESULT OF THE PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS OF FIM GROUP CORPORATION
FIM Group Corporation has received today the following release:
GLITNIR BANKI HF STOCK EXCHANGE RELEASE MAY 18, 2007
PRELIMINARY RESULT OF THE PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS OF FIM GROUP CORPORATION
Not for release, publication or distribution in the United States, Canada, Japan or Australia.
The public tender offer by Glitnir Banki hf (Glitnir) for all issued and outstanding shares and option rights in FIM Group corporation (FIM), commenced on April 25, has expired on May 16, 2007 pursuant to the terms and conditions of the offer.
According to the preliminary result of the tender offer, shareholders holding 12,825,638 shares in FIM and representing approximately 30.05 per cent of the shares and votes have tendered their shares in the public tender offer. Glitnir’s total holding in FIM would rise approximately to 98.16 per cent of the shares and votes in FIM when taking into account those shares of FIM acquired earlier by Glitnir.
In addition, Glitnir has received acceptances on all of the option rights subject to the tender offer.
The final result of the tender offer will be confirmed and announced approximately on May 21, 2007.
The tender offer will be executed and the consideration will be paid to all FIM shareholders accepted the tender offer pursuant to the terms and conditions of the offer. The trades will be executed by estimation on May 22, 2007 at the latest and the trades executed will be settled by estimation on May 25, 2007 at the latest.
The payment of the offer price of the shares to those who have chosen the cash consideration will be deposited into the bank account connected to the book-entry account of the shareholder having accepted the tender offer or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form on the settlement date. As regards the option rights, the same settlement date will be applied and the offer price of the option rights will be deposited on the settlement date into the bank account specified in the acceptance form by the tendering holder of the option rights. If the bank account of a tendering shareholder is with a different banking institution than the book-entry account of such holder, the receipt of the offer price may be delayed by up to approximately two Finnish banking days in accordance with the schedule for payment transactions between Finnish financial institutions.
The payment of the offer price of the shares to those who have chosen the combined consideration will be in two separate portions. The cash consideration portion will be paid as above described. The consideration shares will be registered in the foreign shares deposit account of the FIM shareholder who accepted the consideration shares on or about sixth banking day following the settlement date. The possible portion of the calculated value of combined consideration corresponding to the fraction exceeding the closest whole number of consideration shares will be paid to the shareholders in cash in connection with the allocation of the consideration shares.
Title to the shares and option rights will pass to Glitnir against payment of the offer price.
Glitnir banki hf.
Board of Directors
Further information:
Bjorn Richard Johansen, Managing Director, Corporate Communications, Glitnir banki hf.
Tel: +47 2282 5693
bjr@glitnir.no
Glitnir banki h.f.
Tel: +354 440 4500
DISTRIBUTION
Helsinki Stock Exchange
Main media
www.fim.com
DISCLAIMER
These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States.
This document may not be published, released or otherwise distributed, full or partially, to the United States, Canada, Japan or Australia. This document is not a prospectus and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares or rights to subscribe for shares. Investors should not subscribe for any shares or rights referred to in this document, or tender any shares, except on the basis of the information contained in a prospectus or tender offer document. The offer will not be made in any such country in which either the offer or the participation into it would be prohibited, or would acquire, in addition to measures under Finnish law, tender offer’s preparing, registration or any other measures.
Offers will not be made directly or indirectly in any jurisdiction where prohibited by applicable law and any offer documents and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the rights offering and the tender offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means of instrumentality (including fax, telex, telephone or Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, South-Africa, Canada or the United States. The tender offer is not acceptable, if one of the before mentioned means are used or if the approval of the tender offer is executed in the United States, Canada, Japan or Australia.