STOCKHOLM, Sweden, March 12, 2003 (PRIMEZONE) -- Realia AB (Other OTC:RLIAF): this offer is not directed to persons whose participation would require a further prospectus, registration or measures other than those prescribed under Swedish law.
The press release may not be distributed or released in any country in which distribution or the offer requires measures as stated in the preceding paragraph or is in contravention of the rules in such a country.
- Gosta Welandson and Thomas Hopkins, which combined, directly or indirectly through companies, own 46% of all shares and votes in Realia, is making a public offer through the jointly owned company Welkins Intressenter AB ("Welkins") (1) to the shareholders in Realia AB (publ) ("Realia") to tender their shares. The shares in Realia are listed on the NGM (Nordic Growth Capital) list.
- SEK 40 in cash is being offered for each share in Realia, which will be reduced by the dividend decided upon by Realia on the Annual General Meeting on April 24, 2003. Compared with the most recent paid price, the offer represents a premium is 21% and compared with the volume weighted average price during the most recent 30 days, the offer corresponds to a premium of 31% and a premium of 31% during the most recent 60 days.
Reasons for the offer
Gosta Welandson and Thomas Hopkins became the principal owners in Realia during 2001. In the spring of 2002, Gosta Welandson and Thomas Hopkins initiated a merger between at the time being Columna Fastigheter AB (today Realia) and Realia Fastighets AB, with the aim of creating a larger real estate company with a more efficient property management and with a combined and more distinct ownership structure. The new Realia assumed a new strategy for development of the company, established a new dividend policy and declared that Realia should be introduced on the O- List. However, the stock market's interest in and opinion of Realia has continued to be weak. The trading in the share has been low and many shareholders have small holdings which have complicated for them to realise their holdings due to transaction costs.
(1) Startplattan 11796 AB, currently changing name to Welkins
Intressenter AB.
Realia continues to have an ownership structure which in relation to the size of the company causes high costs for listing. Gosta Welandson and Thomas Hopkins also assess that further profit enhancing measures will be facilitated by Realia as a private company. Furthermore, it can be noticed that the pricing of Realia today render it impossible to use the stock market as a source of funding for Realia and the company's expansion. Gosta Welandson and Thomas Hopkins have in the context of this decided to, through their jointly owned company Welkins, offer the shareholders of Realia to tender their shares in exchange for SEK 40 in cash per share. Assuming that the terms and conditions of the offer are fulfilled, Welandson and Hopkins will transfer their shares in Realia to Welkins.
The offer
The offer from Welkins means that shareholders in Realia are being offered SEK 40 per share. If the payment for the shares in the offer is made after the record date for dividends the offered price will be reduced by an amount corresponding to the dividend paid by Realia to the shareholders. Accounting for payment is expected to be made around May 2, 2003, which is after the proposed record date for dividend in Realia. The unlisted convertible debenture loan outstanding in Realia with a total nominal amount of about SEK 62.8 M, which carries interest of 5% and conversion not later than in September 2007 is not included in the offer.
There is no commission fee.
The offer is conditional upon the following:
1. That it is accepted to such an extent that Welkins becomes the owner shares that, combined with Welandson's and Hopkins' holdings in Realia, amount to more than 90% of the shares in Realia (after full dilution). Welkins reserves the right to implement the offer at a lower level of acceptance;
2. That the acquisition is not hindered or rendered significantly more difficult by law, a court ruling, the decision of a public authority or by a comparable measure beyond Welkins' control;
3. Payment of the acquisition loan is made (see "Financing of the offer"). The payment is conditional upon the fulfillment of point 1 above.
The offer may be withdrawn only if lack of fulfillment of point 2 above is of material significance for the bidder.
Financing of the offer
The offer is being financed through bank loans. Loan commitment has been received from Svenska Handelsbanken. After the offer has been completed it is the intention of Welandson and Hopkins to transfer their shares in Realia to Welkins for payment in shares in Welkins.
Value of the offer
Based on the last paid price for Realia shares, SEK 33 on March 11, 2003, the last trading day prior to the public announcement of the offer, the offer represents a premium of 21%. Compared to the volume weighted average price paid during the last 30 days, SEK 30.50, the offer represents a premium of 31% and during the last 60 days, SEK 30.60, the offer represents a premium of 31%. The total value of the shares outstanding in the offer at the offer price of SEK 40 amounts to SEK 515 million.
Timetable
The prospectus is expected to be announced on or about March 25, 2003. The acceptance period is scheduled to be from March 26, 2003 through April 16, 2003. Conditional upon that Welkins completes the offer on or about April 24, it is estimated that accounting for payment could begin on or about May 2, 2003. Welkins retains the right to extend the acceptance period and to delay the accounting for payment. Handelsbanken Capital Markets is the financial advisor to Welkins.
Thomas Hopkins, +46 123 310 60 Gosta Welandson, +46 371 - 344 77
Welkins in brief
Welkins is a newly formed acquisition company owned by Gosta Welandson and Thomas Hopkins. Welkins currently own no shares in Realia. Welandson and Hopkins are, since 2002, main shareholders in Realia with 24.9% and 20.9% respectively of the shares.Thomas Hopkins is a member of the board of Realia.
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http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00400/wkr0002.pdf