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.
  • Date: 21.12.1998, 08:00
  • News type: Press release

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