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2007-08-27 08:31:47 CEST 2007-08-27 08:31:47 CEST REGULATED INFORMATION Affecto Oyj - Company AnnouncementFINAL RESULT OF AFFECTO PLC'S PUBLIC TENDER OFFER FOR COMPONENT SOFTWARE, DIRECTED SHARE ISSUE, BEGINNING OF THE REDEMPTION PROCEDURE AND NEW MEMBER OF THE BOARD OF DIRECTORSAFFECTO PLC STOCK EXCHANGE RELEASE 27 August 2007 at 09:30 FINAL RESULT OF AFFECTO PLC'S PUBLIC TENDER OFFER FOR COMPONENT SOFTWARE, DIRECTED SHARE ISSUE, BEGINNING OF THE REDEMPTION PROCEDURE AND NEW MEMBER OF THE BOARD OF DIRECTORS The board of directors of Affecto Plc ("Affecto") has convened earlier today, 27 August 2007, and has dealt with the following issues regarding the public tender offer for Component Software Group ASA ("Component Software"): Final result of the public tender offer The offer period of Affecto Plc's public tender offer for all issued and outstanding shares of Component Software expired on 22 August 2007. The final result of the tender offer has been established. As a consequence of the tender offer, the number of Component Software shares transferred to Affecto at completion of the tender offer is 5,551,442 shares representing about 95.3% of all issued and outstanding shares and votes in Component Software. Affecto holds no other shares or securities in Component Software prior to completion of the tender offer. As all conditions for the completion of the tender offer have been satisfied, the board of directors of Affecto has at today's meeting decided to complete the public tender offer. The offer consideration will be delivered by SEB Enskilda ASA to those Component Software shareholders who have validly accepted the tender offer at the latest by 3 September 2007 in accordance with the terms and conditions of the tender offer. Directed share issue to Component Software's shareholders In accordance with the terms and conditions of the public tender offer, the consideration for one Component Software share is NOK 40.03 in cash and 0.81063 new Affecto shares (approximately NOK 25.47, based on a value of the Affecto share of NOK 31.42), which equals NOK 65.50 per Component Software share. In order to complete the tender offer and pay the combined cash and share consideration pursuant to the terms and conditions of the public tender offer, Affecto's board of directors has today decided, by virtue of the authorisation granted at the company's extraordinary shareholders' meeting held on 10 July 2007, to issue new Affecto shares to Component Software's shareholders and deviate from the pre-emptive right of subscription. A total of 4,499,947 consideration shares were subscribed and issued. The subscription price of the new shares is paid as a contribution in kind. The directed share issue in its entirety was credited to the reserve for invested unrestricted equity and the company's share capital remained unchanged. Affecto's shares will amount to a total of 21,516,468 after the new shares have been entered into the trade register. Affecto's new shares will be registered in the trade register on 28 August 2007 and the trading of new shares together with Affecto's old shares will start on 28 August 2007 at OMX Nordic Exchange Helsinki Oy. The new shares give the same shareholders' rights as Affecto's old shares. The company has informed about the terms and conditions of the public tender offer and the authorisations regarding the directed share issue in stock exchange releases issued on 11 June 2007, 10 July 2007 and 20 July 2007. Initiation of mandatory cash offer for and compulsory acquisition of Component Software shares As Affecto's ownership in Component Software at the completion of the tender offer will exceed nine-tenths (9/10) of the shares and votes in Component Software, Affecto is obliged to make a mandatory cash offer in accordance with the Norwegian Securities Trading Act. Upon having fulfilled its obligations thereunder, Affecto will make a compulsory acquisition in accordance with the Norwegian Companies Act concerning the remaining shares in Component Software. Affecto will initiate the preparations for these offers and will inform separately about the proceedings later. Component Software will submit application for de-listing of its shares at the Oslo Stock Exchange. New member of the board of directors Furthermore, the extraordinary shareholders' meeting held on 10 July 2007 resolved to elect Mr. Haakon Skaarer as a new member of the board of directors of Affecto with effect from the completion of the public tender offer. The election was conditional on completion of the tender offer. As the tender offer will be completed, Mr. Haakon Skaarer becomes a new board member of Affecto as of 28 August 2007. AFFECTO PLC Board of Directors Further information: Pekka Eloholma, managing director, tel. +358 205 777 737 Hannu Nyman, director, M&A, tel. +358 205 777 761 |
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