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2014-04-04

Pohjola Pankki Oyj: Supplement to offer documentary related to public voluntary bid made by OP-Pohjola Group Central Cooperative for Pohjola shares

Pohjola Bank plc

Stock exchange release
4 April 2014, 15.15 pm

NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER
STATE
IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

S
upplement to offer documentary related to public voluntary bid made by
OP-Pohjola Group Central Cooperative for Pohjola shares

The offer document ("Offer Document") approved by the Finnish Financial
Supervisory Authority and related to the voluntary public bid ("Bid") made by
OP-Pohjola Group Central Cooperative ("Offeror") for all Series A and K
shares ("Shares") not held by the Offeror and issued by Pohjola Bank plc
("Pohjola") was published on 21 February 2014. The offer period according to
the Bid expired on 1 April 2014. The Offeror announced on 2 April 2014 that
it has decided to complete the Bid in accordance with its terms and
conditions. The Offeror today announced the final result of the Bid and a
decision to extend the offer period by an extra offer period in accordance
with the terms and condition of the Bid. In addition, the Offeror issued
today a separate announcement of supplementing the Offer Document.

The Offeror has informed that since the Offeror announced on 2 April 2014 the
satisfaction of all the conditions for completion of the Bid and a decision
to complete the Bid declaring it unconditional, this supplement to the Offer
Document does not entitle Pohjola shareholders who have accepted the Bid to
withdraw from their prior acceptance of the Bid unless otherwise provided by
mandatory law

Final result of the Bid made by OP-Pohjola Group Central Cooperative for all
the shares in Pohjola and an extra offer period

According to the stock exchange release issued today by the Offeror regarding
the final result of the Bid, the Shares under the Bid represent approximately
42.22 per cent of all Pohjola shares and approximately 27.56 per cent of the
votes conferred by the shares. The Shares together with those acquired by the
Offeror on the market increase the Offeror's ownership to approximately 94.07
per cent of all Pohjola shares and approximately 96.78 per cent of all votes
conferred by the shares.

According to the stock exchange release issued today by the Offeror, the final
result of the Bid confirms the preliminary result according to which the
Offeror's proportion of the shares and votes in Pohjola exceeds the 90 per
cent threshold and all the conditions for completion of the Tender Offer have
been satisfied. The offer consideration will be paid to the shareholders, who
have validly accepted the Bid in accordance with the terms and conditions of
the Bid, on or about 11 April 2014.

In order to allow the remaining shareholders the possibility to still accept
the Bid, the Offeror today decided to extend the offer period by an extra
offer period in accordance with the terms and conditions of the Bid ("Extra
Offer Period"). The Extra Offer Period will commence on 7 April 2014 at 9.30
am (Finnish time) and expire on 22 April 2014 at 4.00 pm (Finnish time). The
offered consideration is EUR 16.13 in cash for each Series A Share and thus
corresponds to the consideration offered during the ordinary offer period.

During the Extra Offer Period, the Bid can be accepted in accordance with the
acceptance procedure described in the terms and conditions of the Bid. The
acceptance of the Bid will be binding and cannot be withdrawn unless
otherwise provided by mandatory law. Further information and instructions are
available from any branch office of OP-Pohjola Group cooperative banks or
Helsinki OP Bank Plc.

The sale and purchase of the Shares tendered during the Extra Offer Period
will be executed on NASDAQ OMX Helsinki Ltd no later than the fifth (5th)
Finnish banking day following the expiry of the Extra Offer Period, i.e. on
or about 29 April 2014, if permitted by the rules applicable to securities
trading on NASDAQ OMX Helsinki Ltd. Settlement will be effected on or about
the third (3rd) Finnish banking day following the execution of the above
trades, i.e. on or about 5 May 2014 ("Settlement Date").

The payment of the offer price for the shares tendered during the Extra Offer
Period will be deposited on the Settlement Date into the bank account linked
to the book-entry account of the shareholder or, in the case of
nominee-registered shares, into the bank account specified in the acceptance
form. If the bank account of a tendering shareholder is with a financial
institution other than such holder's book-entry account, the offer price for
the shares will be paid, in accordance with the schedule of money
transactions between financial institutions, into the holder's bank account
so that it will be on the bank account of the shareholder approximately two
(2) Finnish banking days following the Settlement Date, at the latest.

The Offeror will announce the preliminary percentage of the shares validly
tendered during the Extra Offer Period on or about 23 April 2014 and the
final percentage on or about 25 April 2014.

Since the Offeror's ownership of Pohjola will exceed nine-tenths (9/10) of the
shares and votes in Pohjola already after the settlement of the Shares
tendered in the Bid, the Offeror has announced its intention to initiate
compulsory redemption proceedings (squeeze-out) for the remaining shares in
Pohjola under the Finnish Limited Liability Companies Act.

In its stock exchange release issued today, the Offeror has announced that it
will not, for the time being, acquire shares in Pohjola in public trading on
NASDAQ OMX Helsinki Ltd or in a manner other than the bid for the Extra Offer
Period. However, the Offeror reserves the right to execute such acquisitions
at a later date within the limits set by applicable laws

Revised capital adequacy ratios included in Helsinki OP Bank Plc's prospectus

The Offeror announced today that Helsinki OP Bank plc wholly owned by the
Offeror would today publish a prospectus regarding a subordinated debenture
loan programme worth EUR 200,000,000 approved by the Financial Supervisory
Authority. The prospectus is available on OP-Pohjola Group's website at
www.op.fi/helsinki. The text on pages 9-10 of the prospectus under Actions
Taken to Strengthen the Solvency of OP-Pohjola Group is replaced with the
following text on page 75 of the prospectus under Actions Taken to Strengthen
the Solvency of OP-Pohjola Group:

"The estimated Common Equity Tier 1 ratio (CET1) of OP-Pohjola Group in
accordance with national legislative amendments caused by the European
Union's Capital Requirements Regulation (2013/36/EU, CRD IV) and the Capital
Requirements Directive (575/2013, CRR) stood at 17.0 per cent and total
capital ratio at 19.1 per cent on 1 January 2014. The estimated capital
adequacy ratios exclude OP Bank Group Mutual Insurance Company's (OVY)
equalisation provisions which de facto cover the most important risk type of
OP-Pohjola Group, i.e. credit risk. These equalisation provisions may affect
core equity capital through counting them towards equity capital, for
example, if loan losses realise or a decision is made to count them towards
equity capital. Including OVY's equalisation provisions, the CET1 ratio would
have been 0.6 and total capital ratio by 0.5 percentage points higher than
presented above. After the completion of the Bid, the CET1 ratio is estimated
to be 11.1 per cent and total capital ratio 13.2 per cent. The OVY
equalisation provisions have also the effect presented above on the ratios
following the completion of the Bid. The EUR 2.5 billion purchase of Pohjola
Bank shares held outside OP-Pohjola Group forms the most substantial item
that affects the capital adequacy ratios following the completion of the Bid.
The information presented above is preliminary, involving uncertainty because
regulation is still being processed.

In light of tightening regulatory requirements and the need to ensure
OP-Pohjola Group's competitive position against customers, credit rating
agencies and wholesale funding markets, OP-Pohjola Group Central Cooperative
has decided to raise its CET1 ratio target for OP-Pohjola Group from the
current 15 per cent to 18 per cent. The Group must meet the CET1 target,
based on the highest-quality form of capital, by the end of 2016.

It is estimated that the CET1 ratio will reach the new 18 per cent target by
the end of 2016 through OP-Pohjola Group's strong internal capital generation
and through the issuance of new profit shares. OP-Pohjola Group intends to
issue a total of approximately EUR 1.3 billion in profit shares to Group
cooperative banks' customer-owners during 2014 and 2015 in order to
strengthen its CET1. In addition, the intention is to convert the existing
supplementary cooperative capital of EUR 0.6 billion into profit shares. A
subordinated debenture loan issued by Helsinki OP Bank Plc forms part of the
actions aimed at strengthening the capital base.

At the end of 2013, OP-Pohjola Group's capital adequacy ratio under the Act on
the Supervision of Financial and Insurance Conglomerates stood at 1.90. The
completion of the Tender Offer also reduced this capital adequacy ratio. The
actions stated above aimed at strengthening core equity capital, the Group's
strong internal capital generation and the issuance of the new profit shares
will also increase the capital adequacy ratio under the Act on the
Supervision of Financial and Insurance Conglomerates."

OVY refers to OP Bank Group Mutual Insurance Company, Pohjola Bank refers to
Pohjola Bank plc and Helsinki OP Bank refers to Helsinki OP Bank Plc.

Pohjola Bank plc

Carina Geber-Teir
Chief Communications Officer

DISTRIBUTION
NASDAQ OMX Helsinki
LSE London Stock Exchange
SIX Swiss Exchange
Major media
pohjola.com, op.fi

FOR MORE INFORMATION, PLEASE CONTACT:
Vesa Aho, CFO, tel. +358 (0)10 252 2336
Niina Pullinen, Senior Vice President, Investor Relations, tel. +358 (0)10 252
4494

Pohjola is a Finnish financial services group which provides its customers
with banking, non-life insurance and asset management services.
Our mission is to promote the sustainable prosperity, security and wellbeing
of our customers.
Profitable growth and an increase in company value form our key objectives.
Pohjola Group serves corporate customers in Finland and abroad by providing an
extensive range of financial, investment, cash-management and non-life
insurance services.
The Group offers non-life insurance and private banking services to private
customers.
Pohjola Series A shares have been listed on the Large Cap List of the NASDAQ
OMX Helsinki since 1989. Pohjola's consolidated earnings before tax amounted
to 473 million euros in 2013 and the balance sheet total amounted to 44
billion euros on 31 December 2013. Pohjola...

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