Announcement pursuant to Chapter 2 Section 10 of the Securities Markets Act

ALMA MEDIA CORP.  STOCK EXCHANGE RELEASE 7 MARCH 2005, at 9.30  1/2

 

 

ANNOUNCEMENT PURSUANT TO CHAPTER 2 SECTION 10 OF THE SECURITIES MARKETS ACT

 

The company has become aware of a conditional agreement which, if implemented, would increase Almanova Oyj’s holding of the Alma Media’s shares and votes to more than one-third (1/3) and which would reduce Bonnier & Bonnier AB’s holding of the company’s shares from more than one-fifth (1/5) to less than one-twentieth (1/20) and Proventus Industrier AB’s holding of the company’s shares from more than three-twentieths (3/20) to less than one-twentieth (1/20) and its holding of the company’s votes from more than one-twentieth (1/20) to less than one-twentieth (1/20).

 

Alma Media Corporation has been informed that Almanova Oyj has signed a conditional agreement on 4 March 2005 to acquire altogether 13,114,380 Alma Media Series I shares and 13,006,588 Series II shares from Bonnier & Bonnier AB and Proventus Industrier AB.

 

Bonnier & Bonnier (Company ID Code 55 62-0294) currently holds 8,687,704 Series I shares and 12,074,792 Series II shares. Proventus Industrier AB (Company ID Code 55 66 04-9135) currently holds 4,426,676 Series I shares and 931,796 Series II shares.

 

Pursuant to Chapter 2 Section 10 of the Finnish Securities Markets Act we report that, if implemented, the aforementioned agreement would increase Almanova Oyj’s holding of Alma Media Corporation’s shares and votes to more than one-third (1/3) of the company’s total share capital and number of votes and which would reduce Bonnier & Bonnier AB’s holding of the company’s shares from more than one-fifth (1/5) to less than one-twentieth (1/20) and Proventus Industrier AB’s holding of the company’s shares from more than three-twentieths (3/20) to less than one-twentieth (1/20) and its holding of the company’s votes from more than one-twentieth (1/20) to less than one-twentieth (1/20)

 

Should the agreement be put into effect, Almanova Oyj’s (Corporate ID Code 1944757-4) holding of Alma Media Corporation’s share capital and votes would be as follows:

 

 

 

Under the agreement Almanova Oyj has agreed to acquire the 13,114,380 Alma Median Series I shares and 13,006,588 Series II shares held jointly by Bonnier & Bonnier AB and Proventus Industrier AB.

 

Implementation of the agreement is subject to the following conditions being fulfilled:

 

1) The agreement between Alma Media Corporation and Nordic Broadcasting Oy, a company jointly owned by Bonnier & Bonnier AB and Proventus Industrier AB, concerning the divestment of Alma Media Corporation’s Broadcasting division comes into effect;

 

2) Alma Media Corporation’s shareholders approve the merger of Alma Media Corporation and Almanova Oyj;

 

3) Alma Media Corporation’s shareholders approve an amendment to the company’s articles of association that would remove Art. 14, which includes a redemption obligation, and that this amendment is recorded in the Trade Register;

 

4) The Trade Register authority approves the registration of the merger; and

 

5) The approvals necessary to implementation of the agreement are received from the competition authorities and other relevant official bodies.

 

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The agreement will be put into effect when its conditions are fulfilled, however no later than one year from the divestment of the Broadcasting division.

 

Alma Media Corporation’s share capital totals 26,666,562.39 euros.

 

Alma Media Corporation’s shares are divided into two series as follows:

 

 

 

The Series I shares carry one vote per share and the Series II shares one vote per every ten shares at shareholder meetings. Hence the total number of votes carried by all the shares is 29,792,490.

 

 

ALMA MEDIA CORPORATION

 

Ahti Martikainen

Vice President, Corporate Communications and Investor Relations

 

Distribution: Helsinki Exchanges, principal media