Panostaja Oyj Stock Exchange Bulletin 11.7.2008 10.15 am
PANOSTAJA OYJ SELLS ARME OY SHARES TO SENTICA PARTNERS FUND
Panostaja Oyj today signed away the shares it holds in Arme Oy (69%) along with
the other Arme shareholders to a fund managed by Sentica Partners Oy. After
costs and specialist fees Panostaja Oyj will account for EUR 20 million of the
total sale price. Panostaja will be responsible for the acquisition and finance
the purchaser with a temporary loan of EUR 3.5 million. The Arme shares
sell-off will show up in the Panostaja accounts for 1.11.2007-31.10.2008 as a
profit of some EUR 10.5 million, as it is being treated as taxable income.
On the basis of a general evaluation it made in its preliminary decision on a
return of capital in May 2008, Konserniverokeskus (the Finnish tax office for
major corporations) regarded Panostaja as the capital investor within the
meaning of section 6 of the Business Income Tax Act, meaning the recorded sales
profit from the sale of Arme Oy shares would be taxable income for Panostaja.
The total tax payable is likely to be in the region of EUR 4.5 million.
However, Panostaja Oyj does not believe that it is the capital investor as
referred to in the law.
As a result of the acquisition, the Arme Group figures will no longer feature
in the results for ongoing Panostaja Group business operations for the
financial year or reference period. The Panostaja Board of Directors is
nevertheless keeping to its forecast that net operating profit for ongoing
business operations will be up on the previous year. The Panostaja Group's
comparable net operating profit for ongoing business operations for the
financial year 2007, excluding the Arme Group, was EUR 3.1 million.
Arme Oy's business is industrial insulation, façade cladding, sheet metal
cladding for construction, and scaffolding. The Group includes Renetor Oy, the
Estonian firm Renetor Grupp Oü, and OOO Renetor, based in St Petersburg, all of
which make insulation materials for industry and scaffolding. Turnover for the
Arme Group was EUR 21.6 million for the financial year ending 31.10.2007 and
profit after financing items was EUR 5.2 million. Arme operates in three
localities in Finland. The company delivers projects all over Europe, including
Finland. The company, with its staff of more than 250, has in recent years
become the leading player in its field in Finland. Arme Oy's CEO, Jukka
Pyykönen, will continue as owner and CEO of the new Arme Group.
”Arme Oy has been part of our Group since 1988,” says Panostaja's CEO Juha
Sarsama. “During that time it has developed into a significant player in its
field. All the shareholders shared a common mind-set which led to a good
outcome for us. The deal will enable our portfolio to develop in accordance
with a balanced strategy.”
”As a growing industrial services company, Arme is well suited to the Sentica
Partners' investment profile,” says Johan Wentzel, Investment Director at
Sentica Partners. “The company has excellent potential to grow its business
both through buyouts and organic expansion of its current services in
industrial insulation. Global markets will also be a major area for growth.”
Turnover and net operating profit for the Arme group in the financial years
1.11.2006-31.10.2007 and 1.11.2005-31.10.2006 were as follows (FAS):
(EUR 1,000's)
1.11.06-31.10.07 1.11.05-31.10.06
Turnover 21,629 19,684
Profit 5,032 4,369
The consolidated balance sheets for 31.10.2007 and 31.10.2006 looked like this:
(EUR 1,000's)
31.10.2007 31.10.2006
Fixed assets 2,719 2,193
Inventories 1,487 1,050
Receivables and
current assets 7,771 8,053
Total 11,977 11,296
Equity 6,853 4,430
Liabilities 5,124 6,866
Total 11,977 11,296
Panostaja Oyj
Juha Sarsama
CEO
Further information is available from: Juha Sarsama, CEO, on (tel.) 040 774
2099
and: Johan Wentzel, Investment Director, Sentica Partners Oy, on (tel.) 040 733
9925
Panostaja Oyj invests in Finnish small and medium-sized enterprises operating
in traditional industries. The long-term objective is to raise the status of
the target company to become a major player in its field. The Group at present
operates in 14 business areas. Turnover for the Panostaja Group in the
financial year 2007 was EUR 90.8 million.