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2008-05-28 10:30:00 CEST 2008-05-28 10:30:00 CEST REGULATED INFORMATION Panostaja Oyj - Company AnnouncementPANOSTAJA OYJ TO DISTRIBUTE TAKOMA OYJ SHARES AS REPAYMENT OF CAPITALPanostaja 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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