New Finnish Takeover Regime

The provisions of the Finnish Securities Markets Act (495/1989) (the "SMA") concerning public tender offers are currently under revision. The proposed amendments to the SMA implement Directive 2004/25/EC of the European Parliament and of the Council on Takeover Bids (the "Directive"). The new legislation on takeover bids enters into force on 1 July 2006.

Pursuant to the new provisions in the SMA, a shareholder whose holding in a listed company exceeds 3/10 of the total voting rights attached to the shares of the company after the commencement of a public quotation of such shares must make a public tender offer to purchase the remaining shares and other securities entitling holders thereof to shares in the company (the "Mandatory Bid"). A Mandatory Bid shall also be made when the shareholder’s proportion of the voting rights attached to the shares in a company (resulting from other circumstances than a mandatory bid)