Norma
Results of the offer for the shares of Norma
Norma / 15.04.2010 15:30 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Stock exchange announcement 15 April 2010 NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Results of the offer for the shares of Norma On 17 March 2010, AS Automotive Holding ('AH') - a wholly owned subsidiary of Autoliv Inc. - announced a cash offer for the shares of AS Norma ('Norma'). The acceptance period of the cash offer ended on 14 April 2010. AH was offering EEK 92.31 for each share of Norma. The cash offer was conditional upon AH receiving valid acceptances for such number of shares of Norma which, together with shares of Norma already owned by AH, amount to at least 11,880,000 shares i.e. represent at least ninety per cent (90%) of all shares of Norma and of all voting rights represented by such shares (the 'Threshold Condition'). In the course of the acceptance period the shareholders decided to sell to AH a total of 5,641,771 shares, constituting approximately 42.7 per cent of all shares of Norma and approximately 87.2 per cent of shares which were the subject of the offer. Following the acquisition of shares in the cash offer, AH will own, a total of 12,373,771 shares, constituting approximately 93.7 per cent of all shares of Norma. The Threshold Condition was thus fulfilled. Payment of the offer price to the shareholders who accepted the offer and the transfer of shares to AH will be executed on 22 April 2010. Taking into consideration the results of the cash offer, the Autoliv Group has decided to initiate a process for acquisition of the remaining shares in Norma in accordance with Article 1821 of the Securities Market Act of Estonia. The shareholders of Norma will be informed about further actions in this process in accordance with applicable rules. By virtue of Article 1822 of the Securities Market Act, the cash offer remains open for acceptance to those Norma shareholders who have not accepted the offer during the original acceptance period (sell-out right). Such shareholders have the right to accept the offer until (i) the date being three months from the date of this notice or (ii) the approval by the general meeting of shareholders of Norma of a decision regarding compulsory sale of shares for fair compensation in accordance with Article 1821 of the Securities Market Act, whichever occurs earlier. Considering that AH has informed Norma management board of its intent to request Norma management board to convene a general meeting for the approval of the decision regarding compulsory sale of shares for fair compensation on or around 25 May 2010, the settlement with shareholders who have exercised their sell-out right will be executed on 04 June 2010. Each shareholder wishing to exercise the sell-out right must contact the relevant custodian of its securities account who operates the ECRS securities account on which the shares of Norma belonging to such shareholder are held and submit to the custodian a transaction instruction for the sale of shares containing at least the following information: Security: Norma share ISIN code: EE3100001850 Price per share: EEK 92.31 Number of shares: (to be determined by the shareholder) Counterparty: AS Automotive Holding Counterparty's custodian: AS SEB Pank Counterparty's securities account number: 99101529116 Value date: 04.06.2010 Type of transaction: sale Type of settlement: against payment All acceptances given in the course of exercising the sell-out right shall be subject to the same terms and conditions and restrictions as applied to the cash offer launched on 17 March 2010, as set out in the offer prospectus. This notice does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with, any contract therefore. The Offer is not being made and will not be made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this notice and any related offering documents are not being, and must not be, mailed or otherwise transmitted, distributed or forwarded in or into the United States of America. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No securities or other consideration is being solicited and if sent in response by a resident of the United States of America will not be accepted. No indications of interest in the Offer are sought by this notice. The release, publication or distribution of this notice in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this notice is released, published or distributed should inform themselves about and observe such restrictions. Receipt of this notice will not constitute an offer in those jurisdictions in which it would be illegal to make the Offer and in such circumstances it will be deemed to have been sent for information purposes only. The Offer will not be made, directly or indirectly, in or into Canada, Australia or Japan. The Offer will not be capable of acceptance in or from Canada, Australia or Japan. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. Persons receiving this document or any other related documents (including custodians, nominees and trustees) should observe these restrictions and must not send or distribute this document in or into the United States of America Canada, Australia or Japan . Doing so may render invalid any purported acceptance. News Source: NASDAQ OMX 15.04.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Norma Estonia Phone: Fax: E-mail: Internet: ISIN: EE3100001850 WKN: End of News DGAP News-Service ---------------------------------------------------------------------------
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