The Board of Directors of SanomaWSOY Corporation has today approved all subscriptions made between April 11 and May 10, 2006 in accordance with the terms and conditions of the directed issue of shares to the holders of Series A shares in connection with combination of SanomaWSOY share series in order to compensate the decrease in their voting rights. A total of 2,311,461 shares were subscribed for in the offering by exercising the subscription rights, representing 99.9% of the shares offered. Of these shares, Nordea Bank Finland Plc, as the arranger of the offering, subscribed for 5,847 shares representing 0.3% of the shares offered in accordance with the terms and conditions of the offering. These shares will be sold through the Helsinki Stock Exchange for the account of the holders of subscription rights, who have not exercised their rights.
Trading with the interim shares, representing the shares subscribed for in the directed issue, commenced on May 11, 2006 on the Main List of the Helsinki Stock Exchange under the trading code SWS1VN0106. The trading with the interim shares will continue until the shares are combined with SanomaWSOY's existing share class i.e. until the increase in share capital has been registered into the Trade Register on or around May 17, 2006.
As a result of the directed issue of shares to the holders of Series A shares, SanomaWSOY's share capital will increase from EUR 67,478,860.26 to EUR 68,499,061.49 and the number of shares will grow from 156,988,682 to 159,300,143. All shares subscribed for in the directed issue have been paid for in full. For the new shares subscribed in the directed issue, all shareholder rights commence from the date on which the increase in share capital is entered into the Trade Register.
Additional information: SanomaWSOY's Group Communications, tel. +385 105 19 5062 or email@example.com
The shares are offered, in addition to shareholders in Finland, to Holders of Series A shares who live in an EEA member country if the number of the Holders of Series A shares in each member country is less than one hundred and the member country in question has implemented Directive 2003/71/EYof the European Parliament and of the Council and the Directive's Article 3, Section 2 (b) or the member state otherwise applies a similar rule. In accordance with the relevant section securities may be offered without an obligation to prepare a prospectus if the offer is targeted to less than one hundred investors who are other than qualified investors, in each member state.
This document is not an offer to subscribe for the shares or to buy the subscription rights. The shares shall not be registered outside Finland and the prospectus prepared in connection of the offer has not been approved by any competent authority other than the Finnish Financial Supervision Authority. Other investors than those who are in Finland or Holders of Series A shares referred to in the above paragraph may be prohibited to receive the prospectus, buy subscription rights or subscribe for the shares. The shares may not be offered or sold, directly or indirectly in any jurisdiction, except in circumstances that will not be in violence with all applicable laws and regulations.
THE OFFERED SHARES OR SUBSRIBTION RIGHTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S.
Senior Vice President
Finance and Administration
Helsinki Stock Exchange