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NRM: Results of the offer for the shares of Norma

Spekuliantai.lt | 2010-04-15 | NASDAQ OMX biržų naujienos | perskaitė: 1332
Raktiniai žodžiai: Norma, NRM
NRM: Results of the offer for the shares of Norma

Norma Acquisition and Tender offer 15.04.2010

Results of the offer for the shares of Norma

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.

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