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ALMA MEDIA MAKES REDEMPTION OFFER FOR POHJOLAN SANOMAT OYJ SHARES

1/3 ALMA
MEDIA CORP STOCK EXCHANGE BULLETIN 21 Dec 1998 at 3.30 pm
ALMA MEDIA MAKES REDEMPTION OFFER FOR POHJOLAN SANOMAT OYJ SHARES

Puossakka Oy, an Alma Media Group subsidiary, will submit an offer to
redeem all the outstanding A and K shares of Pohjolan Sanomat Oyj as
required by Chapter 6, Section 6 of the Finnish Securities Markets
Act. The redemption price for the shares in each series will be FIM
40 per share. The redemption offer will commence on 18 January 1999
and expire on 19 February 1999. Trading will take place at OKOBANK
Group’s branches offering securities services.

On 30 November 1998 Alma Media Group’s portion of the voting rights
of Pohjolan Sanomat Oyj exceeded two-thirds of the total, which
legally requires the Group to redeem all the outstanding A and K
shares of Pohjolan Sanomat Oyj.

Pohjolan Sanomat Oyj’s share capital totals FIM 6,129,695. This
comprises 480,000 A shares of nominal value FIM 5 and 745,939 K
shares of nominal value FIM 5. The A shares carry one vote per share
and the K shares 20 votes per share. Alma Media Group currently holds
460,570 A shares and 503,882 K shares, which represents 78.7 % of the
Pohjolan Sanomat Oyj stock and 68.4 % of the voting rights.

Alma Media Group’s wholly owned subsidiary Puossakka Oy will offer to
redeem all the outstanding A and K shares of Pohjolan Sanomat Oyj as
required by Chapter 6, Section 6 of the Finnish Securities Markets
Act. The redemption price will be FIM 40 per share. The offer period
will commence on 18 January 1999 and expire on 19 February 1999.
Trading will take place at OKOBANK Group’s branches offering
securities services.

The redemption price of FIM 40 per share will be paid into the bank

account indicated by the seller in exchange for the shares. The

purchaser will bear the assets transfer tax and other costs arising

from the redemption of the shares. An Offer Prospectus approved by

the Financial Supervision Authority will be available at all the

above mentioned trading offices when the offer period commences.

APPENDIX: TERMS OF REDEMPTION OFFER

ALMA MEDIA CORPORATION

Ahti Martikainen
Vice President, Corporate Communications

Distribution: Principal media, Helsinki Exchanges

TERMS OF REDEMPTION OFFER 2/3

1) Redemption offer

Alma Media Group’s portion of the voting rights attached to the
shares of Pohjolan Sanomat Oyj exceeded two-thirds of the total on 30
November 1998. Puossakka Oy, a subsidiary of Alma Media Group,
announced on 21 December 1998 its decision to offer to redeem the
remaining A and K shares of Pohjolan Sanomat Oyj in accordance with
Chapter 6, Section 6 of the Finnish Securities Markets Act.

At the time of the offer Alma Media Group holds altogether 460,570 A
shares and altogether 503,882 K shares of Pohjolan Sanomat Oyj,
representing altogether 78.7 % of the stock and 68.4 % of the voting
rights.

2) Subject of the offer

The redemption offer is directed to all holders of Pohjolan Sanomat
Oyj A and K shares, excluding Alma Media Group.

3) Consideration to paid in the redemption offer

The consideration to be paid for the shares and the redemption price
of the shares in the offer shall be FIM 40 for each A and K share.

The redemption price is the same for both A and K shares.

4) Period of redemption offer

The redemption offer shall be valid on and between 18 January 1999
and 19 February 1999.

5) Trading offices

Trading of the shares in the redemption offer will take place at
OKOBANK Group’s branches offering securities services.

6) Payment of redemption price

The redemption price of the shares shall be paid into the bank
account in Finland indicated by the seller in exchange for the
shares.

7) Redeemable shares

In accepting the redemption offer, shareholders shall hand over their
shares of nominal value FIM 5 per share, either in the form of share
certificates or as book entries in book-entry accounts.

Share certificates shall be handed over at the trading offices
indicated in the redemption offer. “A” share certificates shall bear
share coupon numbers 5 -10, and “K” share certificates a share
coupon sheet and dividend coupon 1993. Share certificates other than
those registered in the name of the shareholder shall bear an
uninterrupted series of transfers extending up to the

seller together with the requisite title documents in order to
establish ownership rights.

When handing over shares in book entries, shareholders accepting the
redemption offer shall provide written authorization of book entry
transfer from their book entry accounts into the book entry account
of the buyer. When transferring their shares, shareholders shall also
be prepared to present evidence of their ownership rights to the
shares in the book entry accounts.

8) Transfer tax and costs

Puossakka Oy will bear the direct costs relating to the share
purchase as well as any possible transfer tax payable on the share
redemption with the exception of any costs charged by the manager
of the book-entry register in the case of book entry
transfer.

9) Transfer of ownership rights

Ownership of the shares will be transferred to the buyer
upon payment of the redemption price to the seller.

10) Other matters

Puossakka Oy reserves the right to extend the offer
period.

Other matters and practical procedures relating to the
purchase offer shall be resolved by Puossakka Oy.

  • Published: 21.12.1998, 08:00
  • Category: Press release, Releases

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