Flagging Announcement - Changes in SanomaWSOY's Ownership due to Combination of Share Series and The Directed Issue of Shares
SanomaWSOY's Annual General Meeting has today decided to combine the Company's Series A and B shares into one share series, which will entitle its holders to equal rights. The combination of share series and the related directed issue of shares to the holders of Series A shares will have an effect on the ownership structure of the Company after the combination of shares series has been entered into the Trade Register, which is estimated to take place on April 7, 2006, and after the increase of the share capital due to the share issue has been entered into the Trade Register, which is estimated to take place on May 17, 2006.
The combined share of Company's shares and votes of Aatos Erkko and the bodies he controls will decrease to below one fourth (1/4) and his personal share of the votes in SanomaWSOY will decrease to below one fifth (1/5). After the combination of share series and the directed issue of shares to the holders of Series A shares, Aatos Erkko and the bodies he controls will have 23.53% of the shares and votes in the Company. He will personally have 16.12% of votes. This is assuming that all subscription rights offered are used to subscribe new shares and that Aatos Erkko and the bodies he controls use all the subscription rights they receive based on their shareholding. Previously his combined holding was 23.46% of shares and 26.82% of votes and his personal holding was 16.03% of shares and 20.55% of votes.
In addition, the holding of votes of the Alfred Kordelin Foundation will decrease to below one twentieth (1/20). Its holding, after the combination of share series and the directed issue of shares to the holders of Series A shares, will be 2.62% of all shares and votes. This is assuming that all subscription rights offered are used to subscribe new shares and that Alfred Kordelin Foundation uses all the subscription rights it receives based on its shareholding. Previously the Alfred Kordelin Foundation held 2.55% of the Company's shares and 6.34% of votes.
The Finnish Cultural Foundation's share of the Company's votes will also decrease to below one twentieth (1/20). The Finnish Cultural Foundation will have 1.50% of the Company's shares and votes after the combination of share series and the directed issue of shares to the holders of Series A shares. This is assuming that all subscription rights offered are used to subscribe new shares and that the Finnish Cultural Foundation uses all the subscription rights it receives based on its shareholding. Previously it had a holding of 1.40% of all shares and 6.26% of all votes.
As required by the Securities Markets Act, Chapter 2, Section 9, we report the following information to the Financial Supervision:
Complete name of the company: SanomaWSOY Corporation, business identity code 1524361-1
Date of change in ownership: Estimated to be April 7, 2006, when the AGM?s decision to amend the Articles of Association and to combine the share series is entered into the Trade Register, and on May 17, 2006 when the increase of the share capital due to the share issue is estimated to be entered into the Trade Register.
Holding in SanomaWSOY's votes and shares after the combination of share series and the directed issue assuming that all subscription rights offered are used to subscribe new shares, and all the parties mentioned below use all the subscription rights they receive based on their shareholding on April 6, 2006, and no other changes occur in the share capital:
Please see complete tables at www.sanomawsoy.fi.
Following the combination of the Company?s share series and the directed issue of shares to the holders of Series A shares, SanomaWSOY will have one share class with a total of 159,301,413 shares and votes assuming that all subscription rights offered to the holders of Series A shares will be used to subscribe new shares.
The monthly updated list of major shareholders can be found on the Group's website at www.sanomawsoy.fi.