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FLSmidth Company Announcements

Clearance from the Central Tax Administration regarding the merger of share classes

03.04.2006
Message to the Copenhagen Stock Exchange no. 10 - 2006

On 31. March 2006, FLSmidth & Co. received clearance from the Central Tax Administration to the effect that the merger of the A and B share classes in FLSmidth & Co. is not for tax purposes deemed a disposal of shares by the shareholders of FLSmidth & Co.
On 16 March 2006, FLSmidth & Co. A/S ("FLSmidth & Co.") submitted to the shareholders in Potagua FLS A/S ("Potagua FLS") a voluntary conditional share exchange offer recommended by the Board of Directors of Potagua FLS for the acquisition of all A and B shares in Potagua FLS on receiving compensation in the form of new shares in FLSmidth & Co. (the "Exchange Offer").
 
On 31. March 2006, FLSmidth & Co. received clearance from the Central Tax Administration to the effect that the merger of the A and B share classes in FLSmidth & Co. is not for tax purposes deemed a disposal of shares by the shareholders of FLSmidth & Co.
 
Condition i) in section 7 of the Exchange Offer has thus been satisfied. The other terms and conditions of the Exchange Offer remain unchanged.
 
This announcement does not represent an offer to sell or a solicitation to buy securities nor a solicitation to offer to buy securities in accordance with the Exchange Offer or otherwise. The Exchange Offer is made in the Offer Document only, which contains the complete terms and conditions of the Exchange Offer, including information about the way in which the Exchange Offer can be accepted. The option to accept the Exchange Offer for shareholders in Potagua FLS who are not resident in Denmark or are not Danish citizens may be subject to statutory provisions in the relevant jurisdictions in which the persons concerned are residing or are citizens. The said persons should seek information about and comply with prevailing statutory requirements or official regulations in their respective jurisdictions. The Exchange Offer contains further information regarding shareholders residing outside Denmark.
 
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Please direct any questions regarding this announcement to Board Chairman Jørgen Worning, telephone +45 36 18 18 00.
 
Yours faithfully
 
Torben Seemann Hansen
Corporate Public Relations