Panostaja Oyj Stock Exchange Bulletin, 28th May 2008 at 11:30 am
PANOSTAJA OYJ TO DISTRIBUTE TAKOMA OYJ SHARES AS REPAYMENT OF CAPITAL
In its release issued on 11th December 2007, Panostaja Oyj (hereinafter
referred
to as ‘Panostaja') announced that it had decided to start exploring
the
possibilities of distributing shares owned by the company in
Takoma Oyj
(hereinafter referred to as ‘Takoma') as dividends to
Panostaja shareholders.
Investigations were carried out in order for the
numbers of Takoma's
free-floating shares and shareholders to
satisfy the requirements for listing on
the OMX Helsinki Stock Exchange and to
remove Takoma shares from the Stock
Exchange surveillance list.
Panostaja has concluded its
investigations. As a result of the investigations
and in lieu of
distribution of dividends, Panostaja's Board of Directors has
decided to
propose to distribute either Takoma shares or cash to Panostaja
shareholders as repayment of capital from invested unrestricted equity
(hereinafter referred to as ‘Capital Repayment'). The Capital Repayment
will
also involve a sale of shares (hereinafter referred to as ‘Share
Sale').
Panostaja will distribute Takoma shares held by the company
to shareholders
holding no less than 3,000 Panostaja shares in proportion
to their holdings in
Panostaja. Correspondingly, shareholders holding less
than 3,000 Panostaja
shares will receive the Capital Repayment in cash.
As a result of the Capital
Repayment, Panostaja's holding in Takoma is
estimated to decrease from the
current 79% to about 65%. The total value
of the Capital Repayment for Panostaja
shareholders will be about EUR 3.7
million, where Takoma's share price is
calculated at EUR 1.66 per
share.
Shareholders who are
included in Panostaja's Shareholder Register kept by
Finnish Central
Securities Depository Ltd. (hereinafter referred to as ‘FCSD')
on the record
date of the Capital Repayment, 12th June 2008, are entitled to
receive the
Capital Repayment. Shareholders holding no less than a total of
3,000
Panostaja Class A and/or B shares (incl. Class B shares and new Class B
shares) will receive 0.05 Takoma shares for each of their Panostaja Class A,
Class B or new Class B shares kept in a single book-entry account. In other
words, shareholders will receive one Takoma share for every 20 Panostaja
shares
of the same class entered in a single book-entry account. In cases
where the
division as per book-entry account and share class does not come
out even, the
balance will be distributed to shareholders in cash.
Shareholders holding less than a total of 3,000 Panostaja
Class A and/or B
shares will receive EUR 0.083 per each of their
Panostaja shares, equating to
0.05 of the value of one Takoma share. For
the purposes of calculating the
amount of cash consideration, the value
of Takoma shares has been determined
according to the volume-weighted
average share price over a period of 30 days
preceding the decision taken
by Panostaja's Board of Directors on the Capital
Repayment and Share Sale.
The shares distributed
as part of the Capital Repayment will be entered in
shareholders'
book-entry accounts and the cash considerations payable as part of
the Capital
Repayment will be deposited to the bank account linked to each
shareholder's book-entry account on or around 26th June 2008.
In order to guarantee equal treatment of shareholders, those holding less
than
3,000 Panostaja shares have been reserved the right to purchase Takoma
shares at
the volume equivalent to the Capital Repayment made in cash for the
same share
price used for measuring Takoma shares for the purposes of the
Capital
Repayment, i.e. at EUR 1.66 per share. The buy order can be
placed at any branch
office of Nordea Bank Finland Plc in Finland. The period
for placing buy orders
will start on 16th June 2008 and end on 27th June
2008.
New shareholders will become entitled to
shareholder rights conferred by shares
distributed as part of the Capital
Repayment and sold as part of the Share Sale
as from the transfer of
ownership. Ownership of the shares will be transferred
to the
recipient/buyer once the shares have been entered in the recipient's or
buyer's book-entry account.
Panostaja has prepared a summary note and a securities note concerning
the
Capital Repayment and Share Sale, as required under the Securities
Markets Act
(495/1989), which have been submitted to the Finnish Financial
Supervision
Authority for approval. The summary note and the securities
note complement the
base prospectus for Takoma, dated 18th February 2008. The
base prospectus, the
securities note and the summary note are expected to
become available as from
3rd June 2008 at Panostaja Headquarters (address
Postitorvenkatu 16, Tampere,
Finland, and telephone +358 (0)10 217 3211/Ms.
Sari Tapiola) and at the Helsinki
Stock Exchange Service Point OMX Way.
As part of investigations into the
Capital Repayment, Panostaja and its experts
have obtained an advance ruling
from the Tax Office for Major Corporations on
the tax treatment of the
Capital Repayment, which will be described in more
detail in the section
concerning taxation in the aforementioned securities note.
According to the
advance ruling, from the viewpoint of Panostaja shareholders,
the
transaction is treated as repayment of capital rather than taxable dividend
income.
In its advance ruling, the Tax Office for Major Corporations has, based
on an
overall assessment, deemed Panostaja as being a capital investor
referred to in
section 6 of the Act on the Taxation of Business Income
(360/1968), whereby any
possible gains on the sale of Takoma shares
transferred as Capital Repayment
will be taxable income for Panostaja. If
upheld, this Tax Office interpretation
would have a bearing on the tax
treatment of any possible gains or losses on
disposal of Panostaja's other
fixed asset shares. Conversely, the interpretation
will have no effect on the
tax treatment of shareholders.
Panostaja will publish
an invitation to an Extraordinary General Meeting
concerning the
Capital Repayment and Share Sale later today.
Panostaja Oyj
Juha Sarsama
CEO
This stock exchange bulletin is a translation of the
original Finnish stock
exchange bulletin 22nd May 2008
For further information, please contact Mr.
Juha Sarsama, mobile +358 (0)40 774
2099.
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