Panostaja Oyj Stock Exchange Bulletin, 3rd October 2007 PANOSTAJA TO FLOAT A NEW MECHANICAL ENGINEERING COMPANY ON THE STOCK EXCHANGE Panostaja Oyj, a Finnish multi-sector holding company, will establish a new mechanical engineering company on the stock exchange based on its entrepreneur-driven business model. The new public limited company will be named Takoma Oyj. In order to launch its operations, Takoma Oyj will acquire the share capital in Hervannan Koneistus Oy and the business of Tampereen Laatukoneistus Oy, provided that the Extraordinary General Meeting of Suomen Helasto Oyj accepts the proposals made by the company's Board of Directors to this effect. The Extraordinary General Meeting of Suomen Helasto Oyj, a subsidiary of Panostaja Oyj, will be held on 17th October at 10am EET. If the Extraordinary General Meeting accepts the proposals made today by the company's Board of Directors (Appendix 1), Suomen Helasto Oyj will become a mechanical engineering parent company named Takoma Oyj, will sell its current operating companies to Panostaja Oyj and will acquire the share capital in Hervannan Koneistus Oy and the business of Tampereen Laatukoneistus Oy. Panostaja Oyj's holding in the share capital of Suomen Helasto Oyj stands at 95.41%. Panostaja Oyj will vote in favour of the proposals made today by Suomen Helasto Oyj's Board of Directors to the Extraordinary General Meeting. In addition, Panostaja Oyj has undertaken to sell Tampereen Laatukoneistus Oy's business to Suomen Helasto Oyj, provided that the Board's proposals to the EGM are accepted. ‘Global mechanical engineering companies are searching for partners capable of assuming greater responsibility for their processes and developing their operations. At the same time, a large number of subcontracting workshops are seeking solutions to safeguard their continuity as entrepreneurs are getting older. This is the opportunity that we have decided to seize,' explains Panostaja CEO Juha Sarsama. The new mechanical engineering group will be headed by Hervannan Koneistus Oy's Managing Director Kimmo Korhonen, MSc (Technology), who will also become a major shareholder in the company. Mr. Korhonen has previously worked as Managing Director of ATA Gears Oy and in various managerial positions at Metso Minerals. ‘The new mechanical engineering group is well positioned for strong growth. Systems and turnkey deliveries and high productivity, combined with specialisation, internationalisation and participation in the industry's R&D are the key success factors for Finnish mechanical engineering,' says Mr. Korhonen. Aiming at three industries Takoma Oyj will comprise three industries. The hydraulics industry will be set up around Tampereen Laatukoneistus Oy, acquired by Panostaja in the summer of 2007. The subcontracting industry will be based on a company specialising in machining of demanding workpieces, called Hervannan Koneistus Oy, acquisition of which is underway now. In the near future, the third industry will focus on manufacturing the company's own technology products. ‘The three industries will balance out cyclical fluctuations and local market risks, while also bringing significant synergies. The mechanical engineering group will also be further developed through future business acquisitions,' Mr. Korhonen explains. Hervannan Koneistus Oy's projected net turnover and operating profit for the financial period ending 30th September 2007 will be about EUR 11 million and EUR 1.4 million, respectively, with 45 people on the payroll. Tampereen Laatukoneistus Oy's actual net turnover and operating profit for the financial year to 30th April 2007 were about EUR 6 million and EUR 0.7 million, respectively, and it also employed 45 people. The principal shareholders aim to increase Takoma Group's net turnover to the order of EUR 100 million within a period of five years. The targets for operating profit margin, equity ratio and return on investment are more than 10%, more than 40% and more than 20%, respectively. Following disposal of Suomen Helasto Oyj's operating companies and acquisition of Hervannan Koneistus Oy, Takoma Oyj's equity and cash reserves will amount to about EUR 20 million and more than EUR 10 million, respectively. Following the restructuring, Panostaja's holding in Takoma Oyj will drop to 79.2%. Kimmo Korhonen's share will be 17.0% and other shareholders will own the remaining 3.8%. In total, Takoma has about 140 shareholders. According to the rules of the Helsinki Stock Exchange, the proportion of free-floating shares must be no less than 25% and the number of shareholders must be sufficient. Over the next two (2) years, Takoma Oyj intends to make arrangements with a view to fulfilling the above-mentioned requirements of the Helsinki Stock Exchange. Such arrangements may include business acquisitions through share exchange arrangements, one or more share issues, sale of shares by principal shareholders, or other similar measures. PANOSTAJA OYJ Juha Sarsama CEO This stock exchange bulletin is a translation of the original Finnish stock exchange bulletin September 27,2007 For further information, please contact Mr. Juha Sarsama, mobile +358 (0)40 774 2099, and Mr. Kimmo Korhonen, mobile +358 (0)40 430 6482. Appendix 1 ‘Suomen Helasto Oyj Stock Exchange Bulletin, 3rd October 2007 INVITATION TO SUOMEN HELASTO OYJ'S EXTRAORDINARY GENERAL MEETING Suomen Helasto Oyj's Extraordinary General Meeting will be held on Wednesday, 17th October 2007, starting at 10am EET, in the company's offices at Keskuskatu 18 in Seinäjoki, Finland. The EGM will discuss the following proposals by the Board of Directors: 1. Disposal of operating companies The company's Board of Directors proposes that the Board be authorised to sell the company's operating subsidiaries - i.e. Lukkoexpert Security Oy, Seinäjoen Rakennustarvike ja Lukko Oy, Suomen Helakeskus Oy, Helsingin Laaturuuvi Oy, Porin Pultti Oy and Ruuvipojat Oy - as well as other subsidiaries - Pulapotti Oy, Suomen Turvaurakointi Oy and Helakiinteistöt Oy - to Panostaja Oyj or its subsidiaries at current market value and otherwise as per terms and conditions as deemed most suitable by the Board. 2. Amendments to Articles 1, 2 and 3 of the Articles of Association The Board of Directors proposes that the Extraordinary General Meeting amend Article 1 of the Articles of Association as follows: “The business name of the Company is Takoma Oyj and its registered office is located in Tampere, Finland.” The Board of Directors proposes that the Extraordinary General Meeting amend Article 2 of the Articles of Association as follows: “The Company's field of activity shall be to design, develop, sell and manufacture components for the mechanical engineering, machine construction, vehicle and automation industries and to provide related services on a global scale, either directly or through its subsidiaries or associates. “As a parent company, the Company may also attend to the Group's organisation, financing, purchases and other such joint duties and may also own real estate, shares and holdings, and engage in securities trading and other investment activities.” The Board of Directors proposes that the Extraordinary General Meeting amend Article 3 of the Articles of Association as follows: “The Company's minimum and maximum share capital shall be EUR 600,000.00 and EUR 60,000,000.00 respectively, within the limits of which share capital may be increased or decreased without amending the Articles of Association. The nominal value of a share shall be six cents (EUR 0.06).” 3. Authorisation to the Board of Directors to decide on an increase in share capital The Board of Directors proposes that the Extraordinary General Meeting revoke the authorisation granted to the Board at the Annual General Meeting held on 19th December 2006 to decide on an increase in share capital through a new share issue. The Board of Directors proposes that the Extraordinary General Meeting authorise the Board to decide on issuing a maximum of 10,000,000 new shares at a nominal price of EUR 0.06 each either against payment or free of charge (‘share issue authorisation'). The share capital increase must not exceed EUR 600,000.00. New shares may be issued to the company's shareholders in the proportion of their existing holdings of the company's shares or through a share issue disapplying the shareholders' pre-emption rights, if there is a significant financial reason to do so from the company's point of view. The Board of Directors proposes that the Extraordinary General Meeting authorise the Board, within the limits of the aforementioned authorisation, to issue a maximum of 2,662,925 new company shares for subscription by Mr. Kimmo Korhonen, a shareholder in Hervannan Koneistus Oy, disapplying the shareholders' pre-emption rights, on condition that Mr. Korhonen pays the subscription price by conveying his shares in Hervannan Koneistus Oy to the company. The subscription price of new shares and the amount payable for the own shares will be recorded in share capital and in the invested non-restricted equity fund. The share issue authorisation will be valid for two years as from the date of the decision. 4. Acquisition of the Tampereen Laatukoneistus Oy business The Board of Directors proposes that the company's Board be authorised to purchase the business of Tampereen Laatukoneistus Oy on behalf of the company or on behalf of a subsidiary fully owned by the company at current value and otherwise as per other terms and conditions as deemed most suitable by the Board. 5. Publication of invitations to General Meetings of Shareholders The Board of Directors proposes that the newspaper referred to in Article 9 of the Articles of Association, where invitations to General Meetings of Shareholders will be published from now on, be Aamulehti. 6. Election of members to the Board of Directors The Board of Directors proposes that its membership be brought up to the level specified in Article 6 of the Articles of Association, since, of its current members, Mr. Olli Halmevuo has resigned his position as a Board member and Mr. Tapio Tommila has indicated that he will not be continuing on the Board after the Extraordinary General Meeting. A number of shareholders, representing at least 10% of votes carried by the company's shares, have notified the Board that they will propose that the EGM elect Mr. Juha Sarsama, a CEO from Tampere, and Mr. Kimmo Korhonen, a Managing Director from Tampere, as new Board members. 7. Other notifications The Board of Directors will provide information on any more specific terms and conditions relating to the aforementioned points 1 through 4 to be proposed to the Extraordinary General Meeting no later than 10th October 2007. Participation in the Annual General Meeting is open to shareholders whose names appear on the Shareholder Register kept by Finnish Central Securities Depository Ltd. no later than 5th October 2007. Shareholders whose shares have been registered in their book-entry accounts have also been entered into the Shareholder Register. Holders of nominee-registered shares may be entered temporarily into the Shareholder Register for the purpose of participating in the Extraordinary General Meeting no later than ten days prior to the meeting. Entries into the Shareholder Register must be made no later than 5th October 2007. Shareholders wishing to attend the Extraordinary General Meeting are required to notify the company of their registration in advance, no later than 12 noon EET on Tuesday, 16th October 2007, in writing to Mr. Veli Ollila/Panostaja Oyj, P.O. Box 783, FI-33101 Tampere, Finland, by fax to +358 (0)3 263 4343, or by phoning Ms. Sari Tapiola on +358 (0)3 263 4300. Notification letters or faxes must arrive prior to expiration of the registration period. It is requested that any possible proxies be delivered at the same time as registration. The Board's proposals will be made available for shareholders' inspection at Suomen Helasto Oyj's headquarters (address above) a week prior to the meeting. Shareholders will be sent copies of these documents on request. Seinäjoki, 27th September 2007 BOARD OF DIRECTORS OF SUOMEN HELASTO OYJ Further information: Mr. Veli Ollila, Chairman of the Board, mobile +358 (0)50 305 5075.'
PANOSTAJA TO FLOAT A NEW MECHANICAL ENGINEERING COMPANY ON THE STOCK EXCHANGE
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