Announcement no. 4 /25.03.2015Page 1 of 1
Nasdaq Copenhagen
Nikolaj Plads 6
DK-1007 Copenhagen K
Conditional agreement on sale of Rel la H ol di ng A/ S' holdi ng of B -shares in Aller Holding A/S has been signed
Rella Holding A/S and Aller Holding A/S have today signed a conditional share purchase agreement, according to which Rella Holding A/S transfers its entire holding of B-shares in Aller Holding A/S to Aller Holding A/S for a total sales price of DKK 1,772,130,000.
The conditional share purchase agreement is the formalization of the agreement on the share transfer, described by Rella Holding A/S in company announcement no. 3 of 12 March 2015.
The signed conditional share purchase agreement entails the following:
Rella Holding A/S transfers all its B-shares of nominal value DKK 9,327,000 in Aller Holding A/S
to Aller Holding A/S for a total consideration of DKK 1,772,130,000 corresponding to DKK
19,000 per share of nominal value DKK 100.
The transfer of the shares and simultaneous cash payment of the sales price shall take place as soon as possible and latest on 1 July 2015.
The agreement is from Aller Holding A/S' side conditional on a satisfactory fairness opinion, which Aller Holding A/S obtains, and on approval at an extraordinary general meeting in Aller Holding A/S expected to be held on 30 April 2015.
The agreement is from Rella Holding A/S' side conditional on approval at Rella Holding A/S' Annual General Meeting to be held on 30 April 2015, and on commitment from the Aller Foundation and Susanne Aller, who together hold 87.7% of the votes in Aller Holding A/S, to vote for approval of the Agreement, in case the general meeting in Aller Holding A/S is not held latest on 30 April 2015.
Rella Holding A/S expects to publish its annual report for 2014 on 26 March 2015 and to send notice of the Annual General Meeting no later than on 7 April 2015, to be held on 30 April 2015.The notice is expected to include a proposal to approve the conditional share purchase agreement and a proposal to let Rella Holding A/S enter into members' voluntary liquidation.
On behalf of the Board of Directors in Rella Holding A/S
Rikke Schiøtt Petersen Klaus Landstrøm
Chairman of the Board CEO
Phone + 45 33 41 41 41 Phone + 45 51 35 61 13
c/o PricewaterhouseCoopers | Strandvejen 44 | DK- 2900 Hellerup | Phone +45 39 45 30 50 | Email: kl@rella.dk | CVR nr. 15359439 | www.rella.dk
distributed by |