English

ASSEMBLY OF SWEDISH MEATS ACCEPTS HK RUOKATALO?S OFFER

Report this content 
HK Ruokatalo Group Oyj   STOCK EXCHANGE BULLETIN 13 Dec. 2006, 6:10pm


ASSEMBLY OF SWEDISH MEATS ACCEPTS HK RUOKATALO’S OFFER

The corporate arrangement between HK Ruokatalo Group and Swedish Meats
took a step forward today when the Assembly of Swedish Meats accepted
the agreement made public on 10 November 2006. The motion to accept
was carried with a clear majority. The Assembly also adopted at the
first reading the amendments to the bylaws of Swedish Meats
necessitated by the incorporation of its business. The amendments
shall be further approved at a second reading on 21 December 2006 in
order for the corporate arrangement to be implemented.

An Extraordinary General Meeting of HK Ruokatalo Group will be held on
22 December 2006 to address the authorisation requested by the
company's Board of Directors to decide on the directed share issue of
4,843,000 Series A shares with Swedish Meats.

HK Ruokatalo Group’s largest shareholder LSO Osuuskunta and Swedish
Meats have additionally today agreed on a stock swap that will be
executed provided that the second meeting of the Assembly of Swedish
Swedish Meats adopts the proposed rule amendments and the
Extraordinary General Meeting of HK Ruokatalo Group authorises the
company's Board to decide on the directed share issue. The stock swap
would result in the share of Swedish Meats in the voting rights of HK
Ruokatalo shares rising from the 3.41 percent specified in the
agreement to 12.32 percent. Swedish Meats would also obtain the same
percentage of the share capital of HK Ruokatalo Group.

The stock swap would involve Swedish Meats transferring 665,000 Series
A shares in HK Ruokatalo Group to LSO Osuuskunta and receiving in
return from LSO Osuuskunta the same number of voting Series K shares
in HK Ruokatalo Group.

Subsequent to the stock swap, LSO Osuuskunta's shareholding would
comprise 8,571,782 Series A shares and 4,735,000 series K shares. LSO
Osuuskunta would then hold 33.85 percent of HK Ruokatalo Group shares
and 72.77 percent of voting rights. The shareholding of Swedish Meats
in HK Ruokatalo Group subsequent to the private placement and swap
would come to 4,178,000 Series A shares and 665,000 Series K shares,
equal to 12.32 percent of the company's shares and voting rights.

Execution of the stock swap requires the consent of the Board of
Directors of HK Ruokatalo Group as provided in section 15 of the
Articles of Association.

Subsequent to the private placement of shares with Swedish Meats as
envisaged, the share capital of HK Ruokatalo Group will be divided
into 33,906,193 Series A shares and 5,400,000 Series K shares. Series
A shares convey one vote each while series K shares convey twenty
votes each. Series A shares are quoted on the Helsinki Exchanges.
Series K shares are not quoted.


HK Ruokatalo Group Oyj


Kai Seikku
CEO


Further information is available from:

CEO Kai Seikku and CFO Matti Perkonoja at HK Ruokatalo Group Oyj.
Please leave any messages for them to call with Marjukka Hujanen on
+358 10 570 6218



DISTRIBUTION:
Helsinki Exchanges
Main media
www.hk-ruokatalo.fi

Subscribe