OP Cooperative has completed its public voluntary bid announced in February 2014 and, by a decision of the Arbitral Tribunal in accordance with Chapter 18, Section 6 of the Finnish Limited Liability Companies Act, has gained ownership of all Pohjola Bank plc shares. The Series A shares of Pohjola Bank plc were delisted from the Official List of the Helsinki Stock Exchange on 30 September 2014. OP Cooperative was entered as the only shareholder in Pohjola Bank plc's shareholder register on 7 October 2014.
Public voluntary bid
On 6 February 2014, OP-Pohjola Group Central Cooperative announced that it would make a public voluntary bid for all Series A and K shares issued by Pohjola Bank plc and not held by OP-Pohjola Group Central Cooperative. The offer price was EUR 16.80 per Series A and K share. The premium was 18.1% compared to the closing price of the series A Share on 5 February 2014 and 23.3% compared to the volume-weighted average trading price during the 6-month period (30.5% during the preceding 12-month period) preceding the announcement of the bid. The amount of distributed dividends for each share was deducted from the offer price.
On 13 February 2014, the Board members with no ties to OP-Pohjola Group Central Cooperative or the Bid issued a statement regarding the voluntary public tender offer for Pohjola Bank plc's outstanding shares published by OP-Pohjola Group Central Cooperative on 6 February 2014. In its statement, the Board of Directors recommends that shareholders approve the tender offer.
The offer period began on 24 February 2014 and expired on 1 April 2014.
In connection with the announcement of the preliminary result of the tender offer on 2 April 2014, OP-Pohjola Group Central Cooperative announced that all the conditions for the tender offer had been satisfied and that it would complete the tender offer in accordance with its terms and conditions irrespective of the final result. The execution of the trades on 8 April 2014 based on the bid increased the total shareholding of OP-Pohjola Group Central Cooperative in Pohjola Bank plc to 94.05% of all Pohjola Bank plc shares and the votes conferred by the shares to 96.78% of all the votes. Payment of the offer consideration to shareholders who have validly accepted the tender offer took place on 11 April 2014.
OP-Pohjola Group Central Cooperative extended the offer period by an extra offer period that commenced on 7 April 2014 and expired on 22 April 2014.
According to the final result of the extra offer period, announced by OP-Pohjola Group Central Cooperative on 25 April 2014, the shares tendered in the extra offer period will increase OP-Pohjola Group Central Cooperative's ownership to about 98.41 per cent of all Pohjola shares and about 99.14 per cent of all the votes. Payment of the offer consideration to shareholders who have validly accepted the Bid during the extra offer period took place on 5 May 2014.
Materials:
Offer Document (pdf 7,8 MB)
Terms and Conditions of the Offer (pdf 64 kB)
Material Service: Interim report and background material
Arbitration proceeding concerning redemption of minority shares
OP-Pohjola Group Central Cooperative announced on 11 April 2014 that with more than nine tenths (9/10) of all shares and votes in Pohjola Bank has the right, under Chapter 18, Section 1 of the Limited Liability Companies Act, to redeem (right of squeeze-out) all of the Series A shares held by Pohjola Bank's remaining shareholders at the fair price. On 15 April 2014 OP-Pohjola Group Central Cooperative filed an application with the Redemption Committee of the Finland Chamber of Commerce for instituting arbitration proceedings and selecting arbitrators related to the redemption of Pohjola Bank plc's minority shares.
In the arbitration proceedings, OP-Pohjola Group Central Cooperative will request the transfer of title to the minority shares to OP-Pohjola Group Central Cooperative against collateral accepted by the arbitrators and confirm the redemption price at 16.13 euros per share which equals the price offered by OP-Pohjola Group Central Cooperative for Pohjola Bank plc shares in the tender offer. Furthermore, OP-Pohjola Group Central Cooperative will ask the arbitrator for the right to pay minority shareholders 16.13 euros per share that it considers a current price, including legal interest, prior to the close of the arbitration proceedings. OP-Pohjola Group Central Cooperative expects that the arbitrators issue their award on the transfer of title and on OP-Pohjola Group Central Cooperative's right to pay the amount in autumn 2014 that it considers the current price.
On 12 June 2014, OP-Pohjola Group Central Cooperative announced that based on an application filed by OP-Pohjola Group Central Cooperative for the redemption of minority shares, the Redemption Committee of the Finland Chamber of Commerce has petitioned the Helsinki District Court for the appointment of a special representative to look after the rights of Pohjola Bank plc's minority shareholders in the arbitration proceedings pertaining to the squeeze-out procedure. In its decision the Helsinki District Court appointed Attorney Matti Manner to act as the special representative.
On 29 July 2014 OP-Pohjola Group Central Cooperative announced that The Redemption Committee of the Finland Chamber of Commerce has appointed an Arbitral Tribunal consisting of three arbitrators to settle the disagreements over the right of squeeze-out relating to Pohjola shares not held by OP-Pohjola Group Central Cooperative and over the squeeze-out price. On 22 August 2014 OP-Pohjola Group Central Cooperative announced a change in the composition of the Arbitral Tribunal. The Arbitral Tribunal comprises attorney Pekka Puhakka (Chairman), attorney Petra Kiurunen and attorney Justus Könkkölä.
On 29 September 2014, OP-Pohjola Group Central Cooperative announced that, on 29 September 2014, the Arbitral Tribunal appointed by the Redemption Committee of the Finland Chamber of Commerce had confirmed that OP-Pohjola Group Central Cooperative had the right to redeem the minority shares in Pohjola Bank plc and that OP-Pohjola Group Central Cooperative had the right to obtain title to the minority shares by lodging a security, approved by the Arbitral Tribune, for the redemption price and the interest accruing thereon.
On 30 September 2014, OP-Pohjola Group Central Cooperative announced that it had lodged a security approved by the Arbitral Tribunal and had thus gained title to all shares in Pohjola Bank plc in accordance with Chapter 18, Section 6 of the Finnish Limited Liability Companies Act. This security having been lodged, the minority shareholders of Pohjola Bank plc who are parties to the redemption proceedings are only entitled to receive the redemption price and the interest payable thereon. OP-Pohjola Group Central Cooperative currently estimates that it will pay the share of the redemption price that is deemed undisputed in approximately one month.
On 29 October 2014, OP-Pohjola Group Central Cooperative announced that it had received permission from the arbitrators to pay minority shareholders 16.13 euros per Pohjola Bank plc share, considered a fair price, plus statutory interest, prior to the completion of the arbitration proceedings. The Central Cooperative paid the undisputed part of the redemption price to Pohjola Bank plc's minority shareholders on 29 October 2014. Interest has been paid on the squeeze-out price since 6 May 2014. It is a statutory reference interest rate standing at 0.5%.
On 20 February 2015, OP Cooperative (previously OP-Pohjola Group Central Cooperative) announced that the Arbitral Tribunal appointed by the Redemption Committee of the Finland Chamber of Commerce had issued its award regarding the squeeze-out of Pohjola's minority shareholders. Based on the award, the squeeze-out price of a Pohjola share is EUR 16.13 per share. The squeeze-out price equals the price of EUR 16.13 offered by OP Cooperative for Pohjola shares in the public voluntary bid.
The arbitral award gained legal force on 29 April 2015. This means that the squeeze-out procedure related to the shares held by Pohjola Bank plc's minority shareholders has come to an end.
Supplementary information and material related to the squeeze-out procedure
Materials:
Notification of the Squeeze-out Procedure (pdf 669 kB)
Appointment of Arbitral Tribunal in the Arbitration Proceedings Concerning the Redemption of Pohjola Bank Plc's Minority Shares (pdf 1,6 MB)
Application Filed with the Arbitration Committee of the Finland Chamber of Commerce (in Finnish) (pdf 1,7 MB)
Rules of the Redemption Committee of the Finland Chamber of Commerce (in Finnish and Swedish) (pdf 1,4 MB)
Q&A: Squeeze-out of Pohjola Bank Plc's Minority Shareholders (pdf 58 kB)
Delisting Series A shares of Pohjola from NASDAQ OMX Helsinki
In its offer document, OP-Pohjola Group Central Cooperative has announced that if the tender offer is completed as described in the offer document, OP-Pohjola Group Central Cooperative intends to exercise control over Pohjola in such a way that Pohjola will file an application for permission to terminate trading in Series A shares on NASDAQ OMX Helsinki and delist Series A shares.
On 3 September 2014 the Board of Directors of Pohjola Bank Plc has decided to apply for the termination of trading in Pohjola shares and the delisting of shares from NASDAQ OMX Helsinki Ltd ("NASDAQ OMX Helsinki"). In the application to be submitted to NASDAQ OMX Helsinki, Pohjola will request that the delisting take effect as soon as possible after OP-Pohjola Group Central Cooperative has acquired the entire share capital of Pohjola.
On 18 September 2014, the Helsinki Stock Exchange decided to delist Pohjola shares from the Official List of the Helsinki Stock Exchange upon the transference of title to all shares in Pohjola to OP-Pohjola Group Central Cooperative. By a decision of the Arbitral Tribunal, the Helsinki Stock Exchange ceased trading in Pohjola shares on 29 September 2014, and Pohjola Series A shares were delisted from the Official List of the Helsinki Stock Exchange on 30 September 2014.
Schedule
Event |
|
OP-Pohjola Group Central Cooperative's announcement of a public bid
for Pohjola Bank plc shares |
6 Feb 2014 |
Statement by Pohjola Bank plc's Board of Directors regarding the bid |
13 Feb 2014 |
Announcement of the bid document |
21 Feb 2014 |
Bid period |
24 Feb - 1 April 2014 |
Announcement of the preliminary result of the tender offer |
2 April 2014 |
Announcement of the final result of the tender offer |
4 April 2014 |
Extra offer period |
7-22 April 2014 |
Payment of the offer consideration to shareholders who have validly accepted the bid during the offer period |
11 April 2014 |
Announcement of the preliminary number of shares tendered validly during the extra offer period |
23 April 2014 |
Announcement of the final number of shares tendered validly during the extra offer period |
25 April 2014 |
Payment of the offer consideration to shareholders who have validly accepted the bid during the extra offer period |
5 May 2014 |
OP-Pohjola Central Cooperative's proportion of Pohjola shares exceeded 9/10 and OP-Pohjola Group Central Cooperative announced that it would initiate arbitration proceeding regarding the squeeze-out of minority shareholders
|
11 April 2014 |
The Helsinki District Court appoints a special representative
|
6 June 2014 |
Notice of the squeeze-out to the shareholders |
13 June 2014 |
Any written statement to the Redemption Committee by the shareholders on the appointment of the Arbitral Tribunal |
4 July 2014 |
The Redemption Committee of the Finland Chamber of Commerce appoints a three-member Arbitral Tribunal |
28 July 2014 |
Board of Directors of Pohjola Bank Plc's decision to apply for the termination of trading in Pohjola shares and the delisting of shares from NASDAQ OMX Helsinki Ltd |
3 September 2014 |
In the arbitration proceedings, OP-Pohjola Group Central Cooperative will request
- the transfer of title to the minority shares to OP-Pohjola Group Central Cooperative against collateral
- confirm the squeeze-out price at 16.13 euros per share
- the right to pay minority shareholders the price that it considers a current price, including legal interest, prior to the close of the arbitration proceedings |
September-October 2014 |
Arbitrators will issue their award on the transfer of title and on OP-Pohjola Group Central Cooperative's right to pay the amount that it considers the current price prior to the close of the arbitration proceedings |
29 September 2014 |
Halt to trading in Pohjola Series A shares belonging to the Official List of the Helsinki Stock Exchange |
29 September 2014 |
Delisting of shares from the Official List of the Helsinki Stock Exchange |
30 September 2014 |
Payment to shareholders of the share of the redemption price deemed undisputed
|
29 October 2014 |
Arbitral award in the squeeze-out procedure regarding minority shareholders - the squeeze-out price set at EUR 16.13 |
20 February 2015 |
The arbitral award has gained legal force. The squeeze-out procedure related to the shares held by Pohjola Bank plc's minority shareholders has come to an end. |
29 April 2015 |
Releases: Pohjola Bank plc
20 February 2015
Arbitral award in the squeeze-out procedure regarding minority shareholders - the squeeze-out price set at EUR 16.13 (pdf 6 kB)
29 October 2014
OP-Pohjola Group Central Cooperative has paid minority shareholders the redemption price deemed undisputed for Pohjola shares (pdf 117 kB)
30 September 2014
OP-Pohjola Group Central Cooperative has obtained ownership of all Pohjola Bank plc shares (pdf 22 kB)
29 September 2014
Arbitrators' decision enables OP-Pohjola Group Central Cooperative to redeem Pohjola shares (pdf 5 kB)
3 September 2014
Pohjola applies for delisting of its shares (pdf 6 kB)
22 August 2014
Change in the composition of the Arbitral Tribunal concerning for the redemption of Pohjola minority shares ( pdf 9 kB)
29 July 2014
Arbitrators appointed for the redemption of Pohjola minority shares (pdf 22 kB)
12 June 2014
Special representative appointed for arbitration proceedings concerning redemption of Pohjola's minority shares (pdf 32 kB)
25 April 2014
Final result of the extra offer period based on the public voluntary bide made by OP-Pohjola for all Pohjola Bank plc shares (pdf 17 kB)
23 April 2014
Preliminary result of the extra offer period relating to OP-Pohjola Group Central Cooperative's bid for all Pohjola Bank plc shares (pdf 26 kB)
11 April 2014
Right of squeeze-out and sell-out related to Pohjola Bank plc shares under Chapter 18, Section 2 of the Limited Liability Companies Act (pdf 24 kB)
10 April 2014
Announcement under Chapter 9, Section 10 of the Securities Markets Act: Ilmarinen Mutual Pension Insurance Company's shareholding in Pohjola Bank plc (pdf 16 kB)
9 April 2014
Announcement under Chapter 9, Section 5 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc, 9 April 2014 (pdf 34 kB)
4 April 2014
Supplement to offer documentary related to public voluntary bid made by OP-Pohjola Group Central Cooperative for Pohjola shares (pdf 36 kB)
4 April 2014
Final result of OP-Pohjola Group Central Cooperative's public voluntary bid for all the shares in Pohjola Bank plc and an extra offer period (pdf 28 kB)
2 April 2014
Preliminary result of OP-Pohjola Group Central Cooperative's public voluntary bid for all the shares in Pohjola Bank plc (pdf 23 kB)
1 April 2014
Announcement under Chapter 9, Section 10 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 7 kB)
24 March 2014
Announcement under Chapter 9, Section 10 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 8 kB)
6 March 2014
Announcement under Chapter 9, Section 10 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 16 kB)
21 February 2014
OP-Pohjola Group Central Cooperative to commence the public voluntary bid for all Pohjola Bank plc outstanding shares on 24 February 2014 (pdf 31 kB)
20 February 2014
Announcement under Chapter 9, Section 10 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 33 kB)
13 February 2014
Announcement under Chapter 9, Section 10 of the Securities Market Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 14 kB)
Statement of the Board of Directors of Pohjola Bank plc regarding the voluntary public bid by OP-Pohjola Group central cooperative (pdf 65 kB)
6 February 2014
OP-Pohjola has announced a public voluntary bid for Pohjola shares (pdf 36 kB)
Releases: OP Cooperative (previously OP-Pohjola Group Central Cooperative)
20 February 2015
Arbitral award in the squeeze-out procedure regarding minority shareholders - the squeeze-out price set at EUR 16.13 (pdf 6 kB)
29 October 2014
OP-Pohjola Group Central Cooperative has paid minority shareholders the redemption price deemed undisputed for Pohjola Bank plc shares (pdf 76 kB)
30 September 2014
OP-Pohjola Group Central Cooperative has obtained ownership of all Pohjola Bank plc shares (pdf 20 kB)
29 September 2014
Arbitrators' decision enables OP-Pohjola Group Central Cooperative to redeem Pohjola shares (pdf 5 kB)
22 August 2014
Change in the composition of the Arbitral Tribunal concerning the redemption of Pohjola Bank plc minority shares (pdf 10 kB)
29 July 2014
Arbitrators appointed for the redemption of Pohjola Bank plc minority shares (pdf 0 kB)
12 June 2014
Special representative appointed for arbitration proceedings concerning redemption of minority shares of Pohjola Bank plc (pdf 31 kB)
25 April 2014
Final result of the extra offer period based on the tender offer made by OP-Pohjola for all Pohjola Bank plc shares (pdf 22 kB)
23 April 2014
Preliminary result of the extra offer period relating to OP-Pohjola's tender offer for all Pohjola Bank plc shares (pdf 7 kB)
9 April 2014
Announcement under Chapter 9, Section 5 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc, 9 April 2014 (pdf 32 kB)
4 April 2014
Supplement to OP-Pohjola's Offer Document (pdf 36 kB)
4 April 2014
Final result of OP-Pohjola's tender offer for all the shares in Pohjola Bank as well as an extra offer period (pdf 28 kB)
2 April 2014
Preliminary results of the Tender Offer: OP-Pohjola's holding amounts to approximately 94.05 per cent in Pohjola Bank plc shares and approximately 96.78 per cent of attached votes (pdf 24 kB)
1 April 2014
Announcement under Chapter 9, Section 5 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 7 kB)
24 March 2014
Announcement under Chapter 9, Section 5 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc (pdf 8 kB)
6 March 2014
Announcement under Chapter 9, Section 5 of the Securities Markets Act: OP-Pohjola Group Central Cooperative's shareholding in Pohjola Bank plc1 February 2014 (pdf 33 kB)
21 February 2014
OP-Pohjola will commence the voluntary public tender offer for all the shares in Pohjola Bank on 24 February 2014 (pdf 28 kB)
20 February 2014
123 Group cooperative banks accept the bid for Pohjola shares (pdf 30 kB)
13 February 2014
Ilmarinen accepts the bid for Pohjola shares (pdf 17 kB)
An independent, ad hoc committee of Pohjola's Board of Directors recommends approval of the bid to shareholders (pdf 20 kB)
6 February 2014
OP-Pohjola launches public tender offer for all shares in Pohjola Bank (pdf 80 kB)