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2008-07-11 09:15:00 CEST 2008-07-11 09:15:00 CEST REGULATED INFORMATION Panostaja Oyj - Company AnnouncementPANOSTAJA OYJ SELLS ARME OY SHARES TO SENTICA PARTNERS FUNDPanostaja Oyj Stock Exchange Bulletin 11.7.2008 10.15 am PANOSTAJA OYJ SELLS ARME OY SHARES TO SENTICA PARTNERS FUND Panostaja Oyj today signed away the shares it holds in Arme Oy (69%) along with the other Arme shareholders to a fund managed by Sentica Partners Oy. After costs and specialist fees Panostaja Oyj will account for EUR 20 million of the total sale price. Panostaja will be responsible for the acquisition and finance the purchaser with a temporary loan of EUR 3.5 million. The Arme shares sell-off will show up in the Panostaja accounts for 1.11.2007-31.10.2008 as a profit of some EUR 10.5 million, as it is being treated as taxable income. On the basis of a general evaluation it made in its preliminary decision on a return of capital in May 2008, Konserniverokeskus (the Finnish tax office for major corporations) regarded Panostaja as the capital investor within the meaning of section 6 of the Business Income Tax Act, meaning the recorded sales profit from the sale of Arme Oy shares would be taxable income for Panostaja. The total tax payable is likely to be in the region of EUR 4.5 million. However, Panostaja Oyj does not believe that it is the capital investor as referred to in the law. As a result of the acquisition, the Arme Group figures will no longer feature in the results for ongoing Panostaja Group business operations for the financial year or reference period. The Panostaja Board of Directors is nevertheless keeping to its forecast that net operating profit for ongoing business operations will be up on the previous year. The Panostaja Group's comparable net operating profit for ongoing business operations for the financial year 2007, excluding the Arme Group, was EUR 3.1 million. Arme Oy's business is industrial insulation, façade cladding, sheet metal cladding for construction, and scaffolding. The Group includes Renetor Oy, the Estonian firm Renetor Grupp Oü, and OOO Renetor, based in St Petersburg, all of which make insulation materials for industry and scaffolding. Turnover for the Arme Group was EUR 21.6 million for the financial year ending 31.10.2007 and profit after financing items was EUR 5.2 million. Arme operates in three localities in Finland. The company delivers projects all over Europe, including Finland. The company, with its staff of more than 250, has in recent years become the leading player in its field in Finland. Arme Oy's CEO, Jukka Pyykönen, will continue as owner and CEO of the new Arme Group. ”Arme Oy has been part of our Group since 1988,” says Panostaja's CEO Juha Sarsama. “During that time it has developed into a significant player in its field. All the shareholders shared a common mind-set which led to a good outcome for us. The deal will enable our portfolio to develop in accordance with a balanced strategy.” ”As a growing industrial services company, Arme is well suited to the Sentica Partners' investment profile,” says Johan Wentzel, Investment Director at Sentica Partners. “The company has excellent potential to grow its business both through buyouts and organic expansion of its current services in industrial insulation. Global markets will also be a major area for growth.” Turnover and net operating profit for the Arme group in the financial years 1.11.2006-31.10.2007 and 1.11.2005-31.10.2006 were as follows (FAS): (EUR 1,000's) 1.11.06-31.10.07 1.11.05-31.10.06 Turnover 21,629 19,684 Profit 5,032 4,369 The consolidated balance sheets for 31.10.2007 and 31.10.2006 looked like this: (EUR 1,000's) 31.10.2007 31.10.2006 Fixed assets 2,719 2,193 Inventories 1,487 1,050 Receivables and current assets 7,771 8,053 Total 11,977 11,296 Equity 6,853 4,430 Liabilities 5,124 6,866 Total 11,977 11,296 Panostaja Oyj Juha Sarsama CEO Further information is available from: Juha Sarsama, CEO, on (tel.) 040 774 2099 and: Johan Wentzel, Investment Director, Sentica Partners Oy, on (tel.) 040 733 9925 Panostaja Oyj invests in Finnish small and medium-sized enterprises operating in traditional industries. The long-term objective is to raise the status of the target company to become a major player in its field. The Group at present operates in 14 business areas. Turnover for the Panostaja Group in the financial year 2007 was EUR 90.8 million. |
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