Alma Media: Announcement pursuant to the Securities Act, Chapter 2,
Section 10>
Alma Media: Announcement pursuant to the Securities Act, Chapter 2, Section 10
(Thomson Reuters ONE) - Alma Media Corporation Stock Exchange Release 2 July 2009 at 17.05ALMA MEDIA: ANNOUNCEMENT PURSUANT TO THE SECURITIES ACT, CHAPTER 2,SECTION 10Alma Media Corporation has today received flagging notices fromSkandinaviska Enskilda Banken, Ilkka-Yhtymä Oyj and Kaleva KustannusOy. In accordance with the notices, Skandinaviska Enskilda Banken AB(publ) (Helsinki Branch) will sell in total 11,958,000 Alma Mediashares for Ilkka-Yhtymä Oyj and Kaleva Kustannus Oy.Skandinaviska Enskilda Banken AB (publ) (Helsinki Branch), later also"SEB", states in its notice as follows:"Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (businessidentity code 0985469-4) has today entered into share sale andpurchase agreements with Ilkka-Yhtymä Oyj and with Kaleva KustannusOy, respectively, regarding the sale of an aggregate of 11,958,000shares in Alma Media Corporation held by SEB (the "Shares"). The saleof the Shares is conditional upon the approval by Ilkka-Yhtymä Oyj'sExtraordinary General Meeting of Shareholders to be held on 10 August2009 of an authorization to issue new shares in the company as wellas certain technical amendments to the company's Articles ofAssociation (the "Condition"). Upon the fulfilment of the Conditionthe sale of the Shares will be executed immediately after theExtraordinary General Meeting of Shareholders of Ilkka-Yhtymä Oyj.Should the Condition not be fulfilled, the sale of the Shares willexpire.Further, if between the signing and execution of the sale andpurchase of the Shares a third party makes an offer to purchase allof the shares in Alma Media Corporation for a price that issubstantially higher than the purchase price agreed for the Sharesand provided also that certain other conditions agreed by the partiesare fulfilled, the sale and purchase of the Shares may be withdrawnon certain agreed conditions.For the event that an Extraordinary General Meeting of Shareholdersin Alma Media Corporation is convened so that the record date set forattendance to such meeting occurs after the Condition being fulfilledbut before the settlement of the sale of the Shares, SkandinaviskaEnskilda Banken AB (publ) Helsinki Branch has undertaken, undercertain conditions, to vote in accordance with the reasonableinstructions of Ilkka-Yhtymä Oyj and Kaleva Kustannus Oy,respectively, in such meeting.The holding of Skandinaviska Enskilda Banken AB (publ) HelsinkiBranch in the share capital and voting rights of Alma MediaCorporation will fall below 1/20 (5 %) if the sale of the Shares willbe completed."Ilkka-Yhtymä Oyj has, according to the company's notice, on July 1,2009 entered a conditional agreement with Skandinaviska EnskildaBanken AB (publ) Helsinki Branch ("SEB") regarding the purchase of anaggregate of 7,500,000 shares in Alma Media Corporation.Further, it is stated in the notice given by Ilkka-Yhtymä, that:"The agreed purchase of Alma Media shares is conditional upon theapproval of Ilkka-Yhtymä Oyj's Extraordinary General Meeting ofShareholders to be held on August 10, 2009 of an authorisation toissue new shares in the company in connection with the refinancing,as well as certain technical amendments to the company's Articles ofAssociation (the "Condition"). Upon the fulfilment of the Conditionthe purchase of the Shares will be executed immediately after theExtraordinary General Meeting of Shareholders of Ilkka-Yhtymä Oyj.Should the Condition not be fulfilled, the purchase of the Shareswill expire. A separate announcement of the execution of the purchasewill be released after the Extraordinary General Meeting ofShareholders.Further, the agreement includes certain additional conditionsrelating to the time period between the signing and execution of thesale and purchase of the Shares, including the condition that incase, during the said period, a third party makes an offer to allAlma Media shareholders to purchase all of the shares in Alma MediaCorporation for a price that is substantially higher than thepurchase price agreed for the Shares and provided also that certainother conditions agreed by the parties are fulfilled, the sale andpurchase of the Shares may be withdrawn on certain agreed conditions.For the event that an Extraordinary General Meeting of Shareholdersin Alma Media Corporation is convened so that the record date set forattendance to such meeting occurs after the execution but before thesettlement of the purchase of the Shares, the seller has undertakento vote in accordance with the reasonable instructions of the buyerin such meeting.Ilkka-Yhtymä Oyj has received information that Kaleva Kustannus Oyhas today also signed an agreement with SEB regarding 4,458,000shares in Alma Media Corporation, this agreement being conditionalupon the fulfilment of the agreement between Ilkka-Yhtymä and SEB.For the record it is noted that no agreements or arrangements existbetween Ilkka-Yhtymä Oyj and Kaleva Kustannus Oy regarding the sharesin Alma Media Corporation."Kaleva Kustannus Oy has, according to the company's notice, on July1, 2009 entered a conditional agreement with Skandinaviska EnskildaBanken AB (publ) Helsinki Branch ("SEB") regarding the purchase of anaggregate of 4,458,000 shares in Alma Media Corporation.Further, it is stated in the notice given by Kaleva Kustannus Oy,that:"Kaleva Kustannus Oy has received information that Ilkka-Yhtymä Oyjhas today also signed an agreement with SEB regarding 7,500,000shares in Alma Media Corporation. The purchase of the shares in AlmaMedia Corporation agreed between Kaleva Kustannus Oy and SEB, thesubject of this flagging notice, is conditional upon the fulfilmentof the purchase agreement between Ilkka-Yhtymä and SEB. Upon thefulfilment of the Condition the purchase of the Shares agreed betweenKaleva Kustannus Oy and SEB will be executed immediately on August10, 2009 in the Stock Exchange. Should the Condition not befulfilled, the purchase of the Shares will expire.Further, the agreement includes certain additional conditionsrelating to the time period between the signing and execution of thesale and purchase of the Shares, including the condition that incase, during the said period, a third party makes on offer to allAlma Media shareholders to purchase all of the shares in Alma MediaCorporation for a price that is substantially higher than thepurchase price agreed for the Shares and provided also that certainother conditions agreed by the parties are fulfilled, one possiblealternative is that the sale and purchase of the Shares may bewithdrawn on certain agreed conditions. The agreement further statesthat the seller has undertaken to vote in accordance with thereasonable instructions of the buyer in the event that anExtraordinary General Meeting of Shareholders in Alma MediaCorporation is convened so that the record date set for attendance tosuch meeting occurs after the execution but before the settlement ofthe purchase of the Shares.For the record it is noted that no agreements or arrangements existbetween Kaleva Kustannus Oy and Ilkka-Yhtymä Oyj regarding Alma MediaCorporation."Provided that the share transactions will materialize in accordancewith the agreed conditions, the shareholdings of the parties would beas follows:+-------------------------------------------------------------------+| | Holding, shares | % of all shares || | | and votes ||-------------------------------+-----------------+-----------------|| Skandinaviska Enskilda Banken | 0 | 0 || AB (publ) Helsinki Branch | | ||-------------------------------+-----------------+-----------------|| Ilkka-Yhtymä Oyj | 15,218,991 | 20.40% ||-------------------------------+-----------------+-----------------|| Kaleva Kustannus Oy | 4,458,000 | 5.97% |+-------------------------------------------------------------------+The share capital of Alma Media Corporation (business identity code1944757-4) is EUR 44,767,513.80 and it is divided into 74,612,523shares. The company has one series of shares. Each share entitles toone voting right. The total number of voting rights is 74,612,523.ALMA MEDIA CORPORATIONRauno HeinonenVice President, Corporate Communications and IRFor further information, please contact:Kai Telanne, President and CEO, tel. +358 400 623 169Distribution:NASDAQ OMX Helsinki OyMain mediaAlma Media in briefAlma Media is a profitably growing and internationally expandingcompany that invests in the future of newspapers and online media.Its best known products are the Aamulehti, Iltalehti, Kauppalehti andEtuovi.com.Net sales in 2008 totalled EUR 341 million and the operating marginwas over 14%. The company's share is listed in the Mid Cap segment ofthe NASDAQ OMX Helsinki. Please visit www.almamedia.com for furtherinformation.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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