EQT's holding in Salcomp decreases to 22.4%
In accordance with Chapter 2, Section 9 of the Securities Markets Act Salcomp Plc (business ID code 1509923-4) has today received the attached flagging notification from EQT II B.V., acting on behalf of EQT II Swedish Non-Registered Partnership, regarding the changes in the holding in Salcomp.
Notification regarding changes in holdings according to chapter 2, SECTION 9 of the securities markets act.
In accordance with Chapter 2, Section 9 of the Securities Market Act EQT II B.V., acting on its own behalf and on behalf of EQT II Swedish Non-Registered Partnership, ("EQT") hereby notifies the Financial Supervision Authority and Salcomp Plc. ("Salcomp") that EQT has on 25 June 2007 signed a sale and purchase agreement (“Sale and Purchase Agreement”) under which EQT has sold 11,653,581 shares owned by it in Salcomp to Nordstjernan AB (“Nordstjernan”). Following the completion of the sale and purchase, EQT’s holding in Salcomp decreases from 52.3 % to 22.4 % which is below the limits set out in Chapter 2, Section 9 of the Securities Market Act.
Under the Sale and Purchase agreement Nordstjernan has an option to further acquire 8,728,550 shares owned by EQT (“Option Shares”) during the period from 9 August 2007 to 16 August 2007. If Nordstjernan would not use its option, EQT would have an option to sell the Option Shares to Nordstjernan during the period of 17 August 2007 – 24 August 2007. In case either party would use the option to purchase or sell the Option Shares, following the completion of this sale and purchase EQT’s holding in Salcomp would decrease below 5 %.
In accordance with Chapter 2, Section 9 of the Securities Market Act, EQT notifies the following information to the Financial Supervision Authority and Salcomp:
1. Name of the target company: Salcomp Plc., Business Identification Number: 1509923-4.
2. Basis for the flagging notification: Due to the entering into the Sale and Purchase Agreement between EQT and Nordstjernan EQT’s holding in Salcomp decreases to 22.4 %, and will possibly further decrease to less than 5 %. These holdings are below the limits set out in Chapter 2, Section 9 of the Securities Market Act.
3. Date of the change in holdings: The acquisition will be completed on 27 June 2007 and 3 July 2007, at the latest, with respect to 11,653,581 shares and 28 August 2007, at the latest, with respect to the Option Shares, in case either party exercises the option.
The changes in holdings may be subject to applicable permissions by the competition authorities.
4. Portion of the number of shares and votes in Salcomp: Salcomp has in all 38,975,190 shares. The total amount of the votes of all shares is 38,975,190. Salcomp has only one series of shares.
Following the completion of the sale and purchase and the transfer of 11,653,581 shares, EQT’s portion of holdings of the shares and votes in Salcomp decreases as follows:
Shareholder
Number and portion of the shares and votes before the sale and purchase
Number and portion of the shares and votes after the transfer of shares
EQT
20,382,131 shares and votes, 52.3 per cent of shares and votes
8,728,550 shares and votes, 22.4 per cent of shares and votes
In case either party would use the option to purchase or sell the Option Shares, following the exercise and completion of this sale and purchase and the transfer of Option Shares EQT’s portion of holdings of the shares and votes in Salcomp would decrease below 5 % on 28 August 2007, at the latest.
5. Complete name of the shareholder and Business Identification Number: The name of the shareholder is EQT II B.V., acting on its own behalf and on behalf of EQT II Swedish Non-Registered Partnership.
EQT II B.V. is registered with the Commercial Register of the Chamber of Commerce and Industry for Amsterdam under number 33304135. The address of EQT is World Trade Center, Strawinskylaan 1159, D Tower Floor 11, 1077 XX Amsterdam, the Netherlands.
6. Material contents of the Sale and Purchase Agreement: Under Sale and Purchase Agreement EQT has sold 11,653,581 shares in Salcomp to Nordstjernan. Under the Sale and Purchase agreement Nordstjernan has an option to further acquire 8,728,550 shares owned by EQT during the period from 9 August 2007 to 16 August 2007. If Nordstjernan would not use its option, EQT would have an option to sell the Option Shares to Nordstjernan during the period of 17 August 2007 – 24 August 2007.
Under the terms of the agreement EQT and Nordstjernan have undertaken to refrain from convening any general meetings of the company to be held on or before 31 August 2007. EQT has agreed that it will not purchase any shares in Salcomp on or before 31 August 2007. Nordstjernan has agreed that on or before 31 August 2007 it will not purchase any other than the above shares in Salcomp. Nordstjernan is restricted from selling any shares in Salcomp on or before 30 September 2007.
Contact:
Petri Myllyneva, Senior Partner,
+358 (9) 6962 4737, petri.myllyneva@eqt.fi
Johan Hähnel, Communications & PR,
+46 706 056 334, johan.hahnel@eqt.se
Helsinki, 25 June 2007
EQT II B.V., acting on its own behalf and on behalf of EQT II Swedish Non-Registered Partnership”
Salcomp Plc
Markku Hangasjärvi President and CEO
Further information:
Antti Salminen, tel. +358 40 535 1216
Distribution:
Helsinki Stock Exchange The main media www.salcomp.com