OSLO, Norway, Nov. 28, 2005 (PRIMEZONE) -- On 26 September 2005, Findexa Limited ("Findexa") announced that they had reached agreement on the terms of a recommended acquisition by Eniro AB ("Eniro") to acquire the entire share capital of Findexa (the "Acquisition".) The Acquisition is to be implemented by means of a scheme of arrangement pursuant to article 125 of the Companies (Jersey) Law 1991 (the "Scheme"). The Scheme document can be found at www.findexa.no.
The Acquisition is conditional, inter alia, upon sanction of the Royal Court of Jersey of the Scheme. An application will be presented to the Royal Court of Jersey at 10 a.m. (UK time) on 2 December 2005 to obtain sanction. Subject to the remaining conditions being fulfilled, the Acquisition is expected to be completed on 5 December 2005.
Delisting
The Acquisition will result in Findexa becoming wholly owned by Eniro. Findexa has applied for a suspension and subsequent de-listing from the Oslo Stock Exchange with effect from 4 p.m. (CET) on 2 December 2005, based on the fact that Findexa will only have one owner and therefore no longer will satisfy the requirement for listing. The last day of dealings in Findexa shares on the Oslo Stock Exchange will therefore be 2 December 2005 and no transfer in Findexa shares after 4 p.m. (CET) on this date will be registered in VPS or on the Oslo Stock Exchange.
The last day of dealings with entitlement to the Scheme consideration will also be 2 December 2005. The receivers of the Scheme consideration will be the shareholders owning Findexa shares at 4 p.m. (CET) on 2 December 2005. These Findexa shareholders will also be the ones that receive the accrued fourth quarter dividend of NOK 0.52 per Findexa share.
Mix and Match Election
When the Acquisition becomes effective Eniro will pay the Findexa shareholders NOK 22.23 in cash and 0.132 new Eniro share per Findexa share.
Findexa shareholders are being offered the opportunity, under the Mix and Match Election, to vary the proportions of cash consideration and new Eniro shares that they receive in respect of their holdings of Findexa shares. However, the total number of new Eniro shares to be issued and the total amount of cash to be paid pursuant to the Acquisition will not be varied as a result of Mix and Match Elections. Accordingly, the ability to satisfy Mix and Match Elections will be dependent upon the extent to which other shareholders make offsetting (different) elections.
The Mix and Match Election form needs to be received by DnB NOR Bank ASA by 4 p.m. (CET) on 1 December 2005. Accordingly, shareholders buying Findexa shares on 2 December 2005 are not able to make any Mix and Match Elections. Details on how the shareholders can make an election under the Mix and Match Election are set out in the Scheme document and form of election that previously have been sent to every holder of Findexa shares through the VPS system.
Transfer Instruction Form/VP Account Opening Form To enable DnB NOR Bank ASA to transfer the Eniro shares to the holders of Findexa shares through the VPS system, each Findexa shareholder must complete a Transfer Instruction Form, and if necessary a VP Account Opening Form. Transfer Instruction Forms and VP Account Opening forms have been sent to every holder of Findexa shares through the VPS system together with the Scheme document. Shareholders should return the forms by post as soon as possible, but in any event, so as to be received by DnB NOR Bank ASA no later than 2 December 2005.