The Offer Price of Neste Oil Corporation Shares set at EUR 15.00
Fortum Corporation STOCK EXCHANGE RELEASE
15 April 2005
The Offer Price of Neste Oil Corporation Shares set at EUR 15.00
The Board of Directors of Fortum Corporation has decided that a total of
38,440,137 shares will be sold in the offering of Neste Oil Corporation shares.
The shares to be sold to investors represent approximately 15.0 percent of the
total number of shares outstanding in Neste Oil Corporation. Both the
institutional offering and the retail offering have been priced at EUR 15 per
share. The gross proceeds to Fortum Corporation from the offering will be
approximately EUR 577 million.
Fortum estimates it will record a tax free capital gain amounting to
approximately EUR 380 million after the estimated fees and expenses on the sale
of 15 per cent of the shares in Neste Oil Corporation. Also, Fortum Corporation
expects to incur transfer taxes of approximately EUR 20 million related to the
share dividend distribution of 85 per cent of Neste Oil Corporation shares.
"We are very pleased with the interest among both institutional and retail
investors in Neste Oil Corporation. The separation and listing of Neste Oil
Corporation represents clear value creation for both Fortum Corporation and Neste
Oil Corporation shareholders", said Fortum Corporation's President and CEO,
Mikael Lilius.
The institutional offering was approximately 20 times subscribed at the top end
of the revised range and the Finnish retail offering was approximately 1.7 times
subscribed with approximately 14,000 investors participating in the retail
offering.
It was decided that 34,596,137 shares are to be sold to institutional investors
and that 3,844,000 shares are to be sold to retail investors, consistent with the
initial allocation between the institutional and retail offerings announced on
March 29, 2005. Approximately 13 percent of the shares in the institutional
offering will be allocated to Finnish investors and approximately 87 percent will
be allocated to international investors.
In the retail offering, purchase commitments will be fully accepted up to 200
shares. For purchase commitments exceeding 200 shares, investors in the retail
offering will be additionally allocated approximately 39 percent of the amount
exceeding 200 shares. Allocations exceeding 200 shares will be rounded to the
nearest round lot. If a purchase commitment was given in the retail offering
prior to the price range increase announced on April 12, 2005, and it was not
altered or withdrawn, the number of shares will be adjusted to correspond with
the final offer price of 15 per share. This adjusted number of shares will used
in the allocation.
Participants in the retail offering will be sent a confirmation of accepted
subscriptions on or about April 22, 2005. Any excess payments made in connection
with the purchase commitments will be returned to investors on or about April 20,
2005.
The listing of the shares of Neste Oil Corporation is scheduled to commence on
the Prelist of the Helsinki Exchange on April 18, 2005 and on the Main List on
April 21, 2005. The round lot of Neste Oil Corporation shares will be 50 shares.
Fortum Corporation
Carola Teir-Lehtinen, Senior Vice President, Corporate Communications
For further information please contact
Juha Laaksonen, CFO Fortum Corporation, tel. +358 10 452 4519
Distribution:
Helsinki Stock Exchange
Key media
The information contained herein is not for publication or distribution into the
United States. The material set forth herein is for informational purposes only
and is not intended, and should not be construed, as an offer of securities for
sale into the United States. The securities described herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, or the
laws of any state, and may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws. There
is no intention to register any portion of the offering in the United States or
to conduct a public offering of securities in the United States.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein, in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities law of any such jurisdiction.
This document does not constitute an offer of securities to the public in the
United Kingdom. No prospectus has been or will be registered in the United
Kingdom in respect of the shares consequently the shares must not be sold or
offered for sale in the United Kingdom, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or whom it
is reasonable to suppose will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations of 1995. This communication is made to or is directed at
persons who are (i) outside the United Kingdom or (ii) "investment professionals"
under Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2001 (the "Order") or (iii) "high net worth companies,
unincorporated associations etc." under Article 49(2)(a) to (d) of the Order
(together referred to as "relevant persons"). Any investments or services
referred to in this communication are offered only to relevant persons. This
communication should only be relied on by relevant persons.
Stabilisation / FSA
