25 September 2008 Company Notice no 14-08 Søndagsavisen a-s concludes agreement on sale of Gratistidningar i Sverige AB (GISAB) Søndagsavisen a-s has concluded an agreement with VLT AB about VLT AB's purchase of 66.7% of the shares in Gratistidningar i Sverige AB (GISAB), including S-Post AB. The sales price for 66.7% of the shares has been fixed at SEK 400m on a debt free basis, corresponding to approximately DKK 310m. The sales price will be paid in cash. The parties have further agreed that Søndagsavisen a-s shall sell the remaining 33.3% of the company's shares in GISAB at a minimum price of SEK 160m or approximately DKK 125m. The shares shall be sold immediately after the presentation of the accounts for 2010. If a number of stipulated assumptions concerning GISAB's future growth and earnings for 2008-2010 will be satisfied, the sales price may be higher than SEK 160m. The agreement shall be subject on the part of the purchaser to its approval by the Swedish competition authorities. The agreement may lapse if approval will not be achieved before 1 April 2009. Possession shall take place immediately after the authorities' approval and Søndagavisen a-s shall run the company until that time. SEK 200m shall be paid in connection with the possession, while the remaining SEK 200m shall be paid in connection with the adoption of the annual accounts for 2008, provided that the adoption will take place no later than 1 March 2009. The sale of GISAB is assumed to be approved by the relevant authorities at the end of the year 2008 at the earliest. Consequently, the group's net turnover for 2008 is not assumed to be affected by the sale to any large degree. GISAB's result constitutes a material part of Søndagsavisen a-s' formerly announced ordinary result expectation for 2008, but due to the assumed late date of possession the impact on the net result for 2008 will be limited. The sale of Søndagsavisen a-s' 66.7% of the shares in GISAB will result in extraordinary earnings of approx. DKK 275m. From the time of VLT AB's possession of GISAB and onwards, GISAB will be incorporated as an associated company and the result after tax will be included under financial items. Søndagsavisen a-s' share of the result will be distributed from time to time. The group's expectations for this year's result before tax, including non-recurring earnings, will hereafter amount to DKK 295m to DKK 315m, of which DKK 295m will make up non-recurring earnings through the sale of both GISAB and Norsk Avisdrift. Expectations for Søndagsavisen a-s' net turnover and the result before tax for the group's continuing business in 2008 remain unchanged and as announced in the half-yearly report for 2008 on 6 August 2008. Søndagsavisen a-s expects the Swedish competition authorities to approve the above transaction and the Norwegian authorities to approve the sale of Norsk Avisdrift AS. Thus, Søndagsavisen a-s' announced strategy to sell off Norsk Avisdrift AS and Gratistidningar i Sverige AB as originally announced in company notice no 01-08 on 8 February 2008 will have been completed. As a result of the sale of GISAB the Supervisory Board of Søndagsavisen a-s will recommend to the general meeting in 2009 that a dividend of DKK 8.00 per share of a nominal value of DKK 5.00 be paid out. This corresponds to a total distribution of DKK 164m after offsetting of own shares. For a more detailed description of the sold-off activities, please see the reference under Company Description in the Annual Report 2007. Further information may be obtained by contacting CEO Mads Dahl Andersen on telephone number +45 3957 7500. Yours faithfully Søndagsavisen a-s Mads Dahl Andersen CEO
Søndagsavisen a-s concludes agreement on sale of Gratistidningar i Sverige AB (GISAB)
| Source: North Media A/S