distribution of bure’s holding of academedia shares · holders of bure with information ahead of...

Distribution of Bure’s holding

of AcadeMedia sharesOne AcadeMedia share is received

for every tenth Bure share

This document contains information on the Board of Bure Equity AB’s (”Bure”) proposal for distribution of Bure’s entire holding of shares in AcadeMedia AB (publ) (“AcadeMedia”). The purpose of the document is to provide the share-holders of Bure with information ahead of the extraordinary general meeting on 6 November, 2008, which is proposed to decide on such share distribution.

The Board’s full proposal for distribution of Bure’s entire holding of shares in AcadeMedia is available at Bure and on Bure’s website, www.bure.se,

and is sent to all shareholders on request.

CONTENTS

Background and reasons for the distribution of AcadeMedia shares........................ 2

The share distribution in brief............................... 2

Conditions for the share distribution.................... 3

Record date at VPC................................................. 3

Receipt of AcadeMedia shares............................... 4

Nominee-registered shareholdings....................... 4

Commission-free trading with AcadeMedia shares................................................. 4

Schematic time schedule.......................................... 4

Questions and answers............................................ 5

Tax considerations in Sweden…………................... 6

Distribution of bure’s holDing of AcADeMeDiA shAres 2008 1

2 Distribution of bure’s holDing of AcADeMeDiA shAres 2008

BurE AND ACADEMEDiA announced in mid Septem-ber 2008 that a merger agreement with respect to Bure’s portfolio company Anew Learning AB (“Anew Learning“) and AcadeMedia had been signed. Before the transaction, Bure held 49,8 percent of the votes and 38,3 percent of the capital in AcadeMedia and 100 percent of the votes and capital in Anew Learning. The merger was closed on 21 October, 2008, through the acquisition of all the shares in Anew Learning by AcadeMedia from Bure. Payment has been made through an issue in kind of 6,31 million new class B shares in AcadeMedia and 270 MSEK in cash of which 45 MSEK constitutes compensation for Anew Learning’s net cash position and tax losses carried forward. The total acquisition price amounts to ap-proximately 806 MSEK calculated on a share price of AcadeMedia of SEK 85.

The agreement between Bure and AcadeMedia also includes that all class A shares in AcadeMedia that Bure and other shareholders hold shall be converted to class B shares. After the transaction, Bure holds 69,6 percent of the votes and 69,6 percent of the capital in AcadeMe-dia (after the conversion of all class A shares).

The Board of Bure has on 8 October, 2008, summoned to an extraordinary general meeting to be held on 6 Novem-ber, 2008. The extraordinary general meeting is pro-posed to distribute the newly issued AcadeMedia shares together with Bure’s previous holding of AcadeMedia shares to Bure’s shareholders through a share distribution in accordance with the “Lex ASEA” provisions.

The distribution is expected to increase the liquidity of the AcadeMedia share and lead to that AcadeMedia receives an attractive shareholder structure of more than 19 000 private investors and several institutional investors.

The merger creates conditions for continued peda-gogical development in the same time as quality and efficiency in the operations are secured, which is value creating for students, employees as well shareholders. Through the merger and the share distribution, Bure’s shareholders will in a fast and efficient way get access to the Sweden’s largest company focused on the educa-tion market. This completes Bure’s ambition to create a company entirely focused on education. l

Gothenburg, October 2008 The Board

Background and reasons for the distribution of AcadeMedia shares

The Share Distribution in briefConditions for receipt of AcadeMedia shares One AcadeMedia share is received

for every tenth Bure share

Last trading day of the Bure share including right to the distribution of AcadeMedia shares 11 November 2008

First trading day of the Bure share excluding right to the distribution of AcadeMedia shares 12 November 2008

Record date at VPC for the distribution 14 November 2008

AcadeMedia shares available on VP accounts 18 November 2008

Estimated date for distribution of contract notes of sold share fractions 19 November 2008

Estimated settlement day for sold share fractions 24 November 2008

Subscription period for commission-free trading with AcadeMedia shares 28 November – 12 December 2008

Contract notes for commission-free trading with AcadeMedia shares 19 December 2008

Settlement day for commission-free 23 December 2008trading with AcadeMedia shares


PrESuMED ThAT the extraordinary general meeting on 6 November, 2008, decides in accordance with the Board’s proposal, the shares of AcadeMedia will be distributed in accordance with the Lex ASEA provisions and will thus not result in any immediate taxation. For each multi-ple of ten Bure shares, one AcadeMedia share will be received. For example, if you hold 100 Bure shares, you receive 10 AcadeMedia shares. If your holding of Bure

shares is not equally divisible by ten, fractions of a share will be received. All such fractions of AcadeMedia shares will be combined into complete AcadeMedia shares, which will then be sold on the OMX Nordic Exchange Stockholm under the auspices of Swedbank. Settlement amounts, with no deductions for commission, will be paid in cash via VPC. l

Conditions for the share distribution

ThE rECOrD DATE AT VPC for determining the sharehol-ders that will be entitled to receive AcadeMedia shares is 14 November, 2008. This means that the last trading day in Bure shares including rights to the distribution of

AcadeMedia shares is 11 November, 2008. The shares in Bure will be traded excluding rights to the distribution of AcadeMedia shares as of 12 November, 2008. l

Record date at VPC

Shareholding not divisible by 10-an example

251 Bure sharesA shareholder who on the record date, 14 November, 2008, holds 251 Bure shares…

25 AcadeMedia shares…receives automatically 25 AcadeMedia shares…

Cash …plus a cash amount cor-responding to the sale proceeds of 0,1 AcadeMedia share.

Shareholding divisible by 10 - an example

200 Bure sharesA shareholder who on the record date, 14 Novem-ber, 2008, holds 200 Bure shares…

20 Acade Media shares...receives automati-cally 20 AcadeMedia shares.

Two examples


ACADEMEDiA hAS DECiDED to carry out a commission-free trading program. The purpose of this program is to give the shareholders the opportunity to obtain even lots of shares in a simple and cost efficient way. It will be pos-

sible to buy or sell shares to even out share lots. Further information will be distributed to directly registered shareholders on 27 November, 2008. l

Nominee-registered shareholdings

ShArEhOLDErS whOSE holdings in Bure are nominee-re-gistered by a bank or other nominee will receive no issue

report from VPC. Instead, notifications will be sent in accordance with the directions of respective nominee. l

Commission-free trading with AcadeMedia shares

DiSTriBu

TiON

Of Sh

ArES

Schematic time schedule

6 November 11 November 12 November 14 November 18 November 19 November 24 November Extraordinary Last trading day First trading day Record date AcadeMedia Estimated date Estimated general meeting of the Bure share of the Bure share at VPC for the shares available for distribution settlement day including right excluding right distribution on VP accounts of contract for sold share to the distribution to the distribution notes for sold fractions of AcadeMedia of AcadeMedia share fractions shares shares

Receipt of AcadeMedia shares

ThOSE whO on the record date at VPC are registered in the share register of Bure, maintained by VPC, will re-ceive AcadeMedia shares automatically. On the second banking day after the record date at VPC, the Acade-Media shares will be available on the shareholders’ VP

accounts (or on the VP accounts at another person who is entitled to distribution). Thereafter, VPC will send a VP notice stating the number of shares that are registered on the recipient’s VP account. l

– Answers from Swedbank

Questions

Do i have to do something in order to receive AcadeMedia shares?

No. You receive AcadeMedia shares automatically if you hold Bure shares on the record date, 14 November, 2008.

why do i receive AcadeMedia shares?Bure has decided to distribute its holding of AcadeMedia

shares. Through the distribution of AcadeMedia shares, Bure’s shareholders will get access to the Sweden’s largest company focused on the education market.

how many shares do i receive? You receive one AcadeMedia share for every tenth

Bure share you hold.

Can i sell the AcadeMedia shares that i receive?Yes. The AcadeMedia shares are quoted on the OMX

Nordic Exchange Stockholm. You can choose to sell them commission-free by filling in the pre-printed subscrip-tion form that you will receive on 27 November, 2008.

Can i choose to receive cash instead of AcadeMedia shares?

No.

what is the price of an AcadeMedia share?The AcadeMedia share is listed on the OMX Nordic

Exchange Stockholm and is thereby regularly quoted. In-formation on share price is found in major newspapers, on the Internet or text-TV.

what is the ticker symbol for the AcadeMedia share on the stock exchange?

ACAD B.

will the AcadeMedia shares rise in value?It is always difficult to predict the future price of sha-

res. Everyone has to make his or her own assessment.

i have received AcadeMedia shares. what should i do?

Read the attached AcadeMedia brochure thoroughly. Decide whether you want to keep your shares, invest more money in the company and/or sell the shares that you have received. If you want to buy or sell shares, it can be a good opportunity to participate in the com-mission-free trading program of which you will receive information on 27 November, 2008.

i have less then ten shares in Bure. Do i have to pay tax on the cash amount i receive for the automati-cally sold share fractions?

Yes. Regular capital gains tax is payable on the cash amount received for automatically sold share fractions.

Do i need to pay tax when i receive AcadeMedia shares?

No. Since the distribution is made in accordance with the Lex ASEA provisions, no tax is payable on the receipt of AcadeMedia shares.

what is the acquisition cost of the received AcadeMedia shares?

The acquisition cost of the AcadeMedia shares recei-ved through the distribution is to be determined on the basis of the general guidelines that the Swedish Tax Agency will render.

i would like help with my income-tax return, can Bure or Swedbank help me with this?No, for tax related information other than what is included in the section “Tax considerations in Sweden”, please contact the Swedish Tax Agency.

i have questions that are not listed here, where do i call?

You are welcome to contact Swedbank at phone num-ber +46 (0) 8-58 59 18 00.



Taxation upon the distribution of AcadeMedia sharesThe distribution of AcadeMedia shares is exempted from taxation in Sweden under the Lex ASEA provisions. The tax basis (acquisition costs) of the shares in Bure providing entitlement to the distribution shall be allo-cated between these shares and the AcadeMedia shares received. The allocation of the tax basis will be based on the change in value of the shares in Bure due to the distribution of the AcadeMedia shares. Bure will request general guidelines from the Swedish Tax Agency on the allocation of the tax basis. Information regarding the guidelines will be published as soon as possible on the websites of Bure, AcadeMedia and the Swedish Tax Agency.

Taxation upon the disposal of shares and fractions of shares in AcadeMedia Capital gains taxation is triggered upon the disposal of AcadeMedia shares received. The same applies to share-holders who receive fractions of AcadeMedia shares that are sold on their behalf. The capital gain or capital loss on shares is computed as the difference between the sales proceeds, after deduction for sales costs, and the tax basis. The tax basis of the AcadeMedia shares re-

ceived through the distribution is to be determined on the basis of the general guidelines that the Swedish Tax Agency will render. The tax basis for every fraction of a share should equal the corresponding part of the tax basis of one AcadeMedia share, as determined pursuant to the Swedish Tax Agency’s guidelines. The tax basis of all shares of the same series and type in AcadeMedia are computed collectively under the “average method”. Since the class B AcadeMedia shares are quoted, the tax basis may alternatively be determined to be 20 percent of the net sales revenue under the “standard method”.

For individuals, a capital gain is normally taxed in the capital income category at a rate of 30 percent. A capital loss on quoted shares may be fully offset against taxable capital gains in the same year on shares and other quot-ed securities that are taxed as shares except for units in Swedish investment funds that only contain Swedish receivables (Sw. räntefonder). A capital loss that cannot be offset will be deductible from other income from capital at 70 percent. Should an overall deficit arise in the capital income category, a tax reduction on income tax and tax on income from business operations as well as from real estate tax and municipal real estate charge is granted. A tax reduction of 30 percent is provided for deficits that do not exceed SEK 100,000 and of 21 per-

Tax considerations in SwedenBelow follows a summary of certain Swedish tax provisions that apply in conjunction with Bure’s distribution of class B AcadeMedia shares for shareholders who have an unlimited tax liability in Sweden, unless otherwise stated below. The summary is based on prevailing legislation and is intended as general information only.

The summary below does not cover situations where the shares in Bure or AcadeMedia are held for business purposes or as current assets in business operations or by a partnership. Special rules apply for certain categories of tax payers. The tax implications for each shareholder depend in part on the shareholder’s specific circumstances. Accordingly, each shareholder should consult a tax advisor as to the tax consequences relating to his or her particular circumstances, including the applicability and effect of foreign rules and tax treaties.

SummaryThe distribution of AcadeMedia shares is intended to be made under the Lex ASEA provisions and will thus not result in any immediate taxation. The tax basis of the shares in Bure giving entitlement to the distribution shall be allocated between these shares and the AcadeMedia shares received.

cent for any remaining part. Deficits cannot be carried forward to later fiscal years.

For limited liability companies, capital gains on shares that are not deemed to be held for business purposes are taxed as income from business operations at a rate of 28 percent. Capital losses on such shares are normally only deductible against taxable capital gains on shares and other securities that are taxed as shares. Such a capital loss may also, if certain conditions are fulfilled, be offset against capital gains on shares and securities that are taxed as shares in companies within the same group, provided that group contributions are permitted among the companies. Capital losses that have not been utilized within a certain year may be carried forward and be offset against eligible capital gains on shares and securities that are taxed as shares in subsequent fiscal years without limitation in time.

Taxation of dividends from AcadeMediaDividends from AcadeMedia are taxed in the capital income category for individuals at a rate of 30 percent and as income from business operations at a rate of 28 percent for limited liabilities companies. For individuals resident in Sweden, a preliminary tax of 30 percent is withheld. The preliminary tax is generally withheld by VPC or, for nominee-registered shares, by the nominee.

Net wealth taxThe Wealth Tax Act was abolished as of income year 2007.

Taxation of shareholders with a limited tax liability in SwedenFor shareholders who have a limited tax liability in Sweden and who receive dividends from Swedish limited companies, Swedish withholding tax is gener-ally payable. However, the distribution of AcadeMedia shares is exempted from Swedish withholding tax under the Lex ASEA provisions. The distribution may, however, entail tax consequences in the shareholder’s country of residence.

For shareholders who have a limited tax liability in Sweden, Swedish withholding tax will normally be payable on dividends received from AcadeMedia. The

tax rate is 30 percent but is generally reduced under tax treaties that Sweden has concluded with other countries for the avoidance of double taxation. Most of Sweden’s tax treaties enable a reduction of the Swedish tax to the tax rate stipulated in the treaty immediately on the dividend-payment date, if requisite details of the domi-cile of the person entitled to the dividend are known. However, such immediate reduction is not stipulated in Sweden’s tax treaty with Switzerland. In Sweden, the withholding tax is normally withheld by VPC or, for nominee-registered shares, by the nominee. In cases where the 30 percent tax on dividends is withheld in connection with payment to a person who is entitled to be taxed at a lower rate, or if the withholding tax has otherwise been withheld in an excessive amount, a refund may be requested from the Swedish Tax Agency prior to the end of the fifth calendar year following the distribution.

Shareholders who have a limited tax liability in Sweden and who are not carrying out business opera-tions from a fixed place or a permanent establishment in Sweden are generally exempted from capital gains taxation in Sweden on the disposal of shares. However, shareholders may be liable for tax in their countries of residence. According to a special tax provision, however, individuals who have a limited tax liability in Sweden may be subject to capital gains taxation in Sweden in connection with the disposal of Swedish shares or fractions of such shares, if such an individual has been resident or lived permanently in Sweden at any time during the calendar year of the sale or the ten calendar years immediately preceding the year of the sale. In sev-eral cases, this rule has been limited by tax treaties that Sweden has concluded with other countries. l


bure equity Ab (publ), box 5419, 402 29 göteborg, tel 031-708 64 00, fax 031-708 64 80, www.bure.se

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