Voluntary conditional public tender offer from Fasteignafélagið Stoðir hf.
Fasteignafélagið Stoðir hf. (“Stoðir” or the “Offeror”) hereby makes a
voluntary conditional public tender offer (the “Tender Offer”), to the
shareholders of:
Keops A/S
(CVR No. 36850019)
Scandiagade 8
DK-2450 Copenhagen SV
to acquire all of the share capital (“the Share Capital”, each individual share
being a “Keops Share”) and appurtenant voting rights in Keops for a
consideration of:
DKK 24.00 in cash for each Keops Share of a nominal value of DKK 1.00 (“Cash
Offer Price”); or
19.23139 New Stoðir Shares of a nominal value of ISK 1.00 for each Keops
Share of a nominal value of DKK 1.00. The total number of New Stoðir Shares
applicable to each Keops shareholder electing to receive New Stoðir Shares as
payment, will be rounded up to the nearest integer (“Share Payment”)
on the terms and conditions specified in this Tender Offer. In this Offer
Document, Keops A/S is referred to as "Keops" or the ”Company”, and Keops
including its subsidiaries is collectively referred to as the ”Keops Group”.
The Tender Offer contained in this Offer Document is subject to the takeover
provisions of the Danish Securities Trading Act (Consolidated Act No. 479 of 1
June 2006, as subsequently amended) and the Executive Order on Tender Offers
(the Executive Order No. 416 of 8 May 2006 on Tender Offers and Shareholder
Disclosure Requirements as amended).
The Offer Document has been reviewed by the Danish Financial Supervisory
Authority in order to ensure that the requirements applicable to the Offer
Document are met.
Pursuant to the Executive Order on prospectuses for securities, being listed or
traded on a regulated market and first public offering of securities for more
than 2,500,000 Euro (No. 306 of 28 April 2005), section 12(2), the offering of
shares in Stoðir in connection with the Tender Offer is exempted from the
obligation in the Danish Securities Trading Act, sections 23 and 24 to publish
a prospectus.
The Tender Offer as well as acceptance thereof shall be subject to Danish law.
Offer Period
The offer period commences on 27 July 2007 and expires on 31 August 2007, at
20.00 CET or at the expiration of any extension of the Offer Period as
described in section 4 below (the ”Offer Period”). Acceptances of the Tender
Offer must be received by Glitnir through the tendering Keops shareholders' own
custodian bank or stockbroker prior to the expiry of the Offer Period.
Offer Price
The Keops shareholders are offered a choice between:
a cash consideration of DKK 24.00 for each Keops Share of a nominal value of
DKK 1.00 (”Cash Offer Price”); or
19.23139 New Stoðir Shares of a nominal value of ISK 1,00 for each Keops
Share of a nominal value of DKK 1.00. The total number of New Stoðir Shares
applicable to each Keops shareholder electing to receive New Stoðir Shares as
payment, will be rounded up to the nearest integer.
Stoðir has, on behalf of Keops shareholders tax resident in Denmark, received
permission from the Danish tax authorities for the new Stoðir shares to be
treated in accordance with the rules on tax exempt share-for-share exchanges.
See further details below in section 4.
In the table below the conversion ratio for Keops shareholders who accept the
Tender Offer depending on the number of Keops Shares owned is illustrated:
Table 1. Conversion of Keops Shares to New Stoðir's Shares
NUMBER OF KEOPS SHARES OWNED BY A SINGLE SHAREHOLDER
1 10 100 1,000 10,000 100,000
If the Tender offer is accepted, the shareholder can elect to receive either
Cash Offer Price in the amount of (DKK): 24 240 2,400 24,000 240,000 2,400,000
Or
Payment in the form of New Stoðir Shares (rounded
up): 20 193 1,924 19,232 192,314 1,923,139
Assumptions:
DKK/ISK exchange rate 0.08914
Price per Stoðir share (ISK) 14.0
Price per Stoðir Share (DKK) 1.24796
The Keops Shares are listed on the OMX. On 28 June, the last Stock Exchange Day
before the announcement of the Tender Offer, the closing share price quoted on
the OMX was DKK 22.0 per Keops Share. The Offer Price represents a premium of
approximately 9.1% over the closing share price of the Keops Shares on 28 June
2007. The table below shows the volume weighted average prices (”VWAP”) for
Keops Shares on the OMX for certain periods together with the premium
represented by the Offer Price.
Table 2. Premiums in Connection with the Tender Offer for Selected Time Periods
PERIOD KEOPS SHARE PRICE2 (DKK) OFFER PREMIUM
28 June 20071 22.0 9.1%
30 days up to and including 28 June 20071 21.2 13.2%
3 months up to and including 28 June 20071 20.5 17.1%
6 months up to and including 28 June 20071 20.3 18.2%
12 months up to and including 28 June 20071 20.7 15.9%
1The last Stock Exchange Day before the publication of the Offeror´s intention
to put forward the Tender Offer.
2 Volume Weighted Average Price (except for 28 June 2007 where the closing
share price is used).
Stoðir
Stoðir is the largest real estate company in Iceland with substantial
activities in Denmark. Stoðir was founded in 1999 by Baugur Group hf (“Baugur”)
and specialises in sale and leaseback of real estate property to public and
established corporate customers.
Stoðir owns 169 properties, 132 of which are located in Iceland and 37 located
in Denmark. As of 1 July 2007 approximately 97% of these properties are being
leased out to clients. Stoðir's properties comprise in total of 648,000 m2,
whereof 44% are retail properties, 38% are office buildings, 9% are warehouses,
8% are hotels and 2% are residential properties.
Stoðir's revenues in 2006 amounted to DKK 552 million and net profit amounted
to DKK 1,016 million. Stoðir has grown significantly during the first 6 months
of 2007 notably due to the take-over of the second largest real estate company
in Iceland, Landsafl ehf. At 30 April 2007 Stoðir had total assets of DKK
15,222 million and equity of DKK 2,783 million.
Stoðir is an unlisted public limited liability company whose largest
shareholders are Baugur (39%), Ingibjörg S. Pálmadóttir (32%) and Landsbanki
Islands hf. (11%). See section 7.12 for a detailed list of the largest
shareholders in Stoðir.
Existing Holdings of Keops Shares
As at the date of publication of the Offer Document, the Offeror does not hold
any Keops Shares. Except as described below under “Agreements with major Keops
shareholders” and “Warrants”, Stoðir is not party to any agreements of any
nature pursuant to which Stoðir is entitled to receive shares in Keops.
The Offeror has not (directly or indirectly) bought Keops shares at a higher
price than the Offer Price within the last 12 months or acquired any rights to
do so.
Agreements with major Keops Shareholders
Baugur and Fons Eignarhaldsfélag hf. (“Fons”) have both announced that they
have committed themselves to accept the Tender Offer in exchange for New Stoðir
Shares. Baugur and Fons each holds 54,717,110 and 57,448,442 shares
respectively, corresponding to nominally DKK 54,717,110 and 57,448,442, which
represents 30.28% and 31.79% of the Share Capital of Keops, excluding the
Treasury Shares, but including the Warrants. On 25 May 2007 Keops announced
that it held 3,604,016 Keops Shares in treasury, corresponding to nominally DKK
3,604,016 which represents 1.99% of the Share Capital (the “Treasury Shares”).
Some of these Treasury Shares may be used by Keops to settle it's obligations
under the Warrant Programme. From the 2005/06 Keops' annual report (note 4) and
the stock exchange announcements dated 9 November 2006 and 16 April 2007 it can
be seen that Keops has issued Warrants equal to 2,900,000 Keops Shares
corresponding to nominally DKK 2,900,000. Keops has informed that currently
only Warrants corresponding to 2,800,000 Keops Shares are in effect
corresponding to nominally DKK 2,800,000.
Baugur's and Fons' combined holding of Keops Shares represents 62.07% of the
Share Capital, excluding the Treasury Shares, but including the Warrants.
Stoðir has entered into an agreement with Baugur and Fons, whereby Keops has
been granted an option to put Keops' shares in Keops Development A/S on Baugur
and Fons, or a joint venture company owned more than 50% by Baugur and Fons, at
a cash price of DKK 225 million. The option expires on 31st of December 2007
and is conditional upon the completion of the Tender Offer. Further, this put
option will only be exercised if the price corresponds to a market price, which
is supported by a valuation report.
Keops' proceeds from this divestment may be used to pay back interest bearing
debt in Keops or for dividend payments, which by Stoðir may be used to pay back
interest bearing debt taken up by Stoðir in connection with this Tender Offer.
Conditions
The Tender Offer is subject to the following conditions:
That the Offeror will receive and hold valid acceptance corresponding to more
than 90% of the Share Capital (the Warrants added) and votes in Keops;
That completion of the Tender Offer has not been precluded or materially
obstructed by new legislation (actual or proposed), court decisions, or
decisions by Danish or Icelandic public authorities;
That Keops does not declare and pay dividends or make or decide to make any
other distribution to its shareholders prior to the expiration of the Offer
Period; and
That all necessary regulatory approvals have been obtained from the Danish
FSA.
During the Offer Period, the Offeror reserves the right to waive in whole or in
part one or more of the conditions of the Tender Offer.
Stoðir's shareholders have authorised its Board of Directors to issue New
Stoðir Shares as consideration to those Keops shareholders who choose to
receive such shares as payment for their shares in Keops. The condition
regarding this matter included in the Tender Offer Announcement of 29 June 2007
is thus fulfilled.
Other Important Information
The Offeror is submitting the Tender Offer in order to acquire all of the Share
Capital and all votes in Keops.
If, upon settlement of the Tender Offer, the Offeror owns more than 90% of the
Share Capital and votes in Keops, the Offeror intends to:
Request that an extraordinary General Meeting of Keops is convened to elect
new members of the Board of Directors of Keops;
Request an authorisation from the shareholders at a General Meeting of Keops
to apply for a delisting of the Keops Shares from the OMX;
Request an authorisation from the shareholders at a General Meeting of Keops
to the Boards of Directors to declare and pay out extraordinary dividends
pursuant to the Danish Companies Act; and
Initiate a Compulsory Redemption procedure pursuant to the Danish Companies
Act, with a view to acquire the remaining Keops Shares not owned by the
Offeror.
The Offeror will not, directly or indirectly, provide any remuneration or any
other kind of compensation to the management or to the Board of Directors of
Keops in connection with the Tender Offer and confirms that no agreements have
otherwise been entered into with the management or the Board of Directors in
Keops except the agreements described below in section 2.9 that relate to the
Tender Offer and are of significance to the assessment of the Tender Offer.
Prior to the publication of the Offer Document, Stoðir has at a board meeting
in Keops presented the background and rationale behind the Tender Offer. In
addition hereto, Stoðir and Keops have discussed the Warrant Programme of Keops
as described in Secion 2.9.
Warrants
Stoðir notes that some of the Warrants issued by Keops as part of the Warrant
Programme, entitling the holder(s) to subscribe for a total of DKK 500,000
Keops Shares are fully vested, and are available for exercise. The Tender Offer
applies to such Keops Shares, which the holder(s) will acquire pursuant to an
exercise, and any exercise of such warrants should be made in due time for the
Keops Shares to be delivered to the holder(s), which would allow the holder(s)
to tender their Keops Shares under this Tender Offer and deliver the Keops
Shares to Stoðir at completion thereof.
In respect of 2,300,000 Warrants Stoðir has been informed that the terms of
these Warrants do not include their exercise prior to the expiry of the Offer
Period. As the Warrants are not transferable, the holders of these Warrants
could not accept the Tender Offer, even if the Tender Offer itself was extended
to include the Warrants.
Stoðir has been informed that Keops' Board of Directors in accordance with the
terms of the warrant agreements will issue a Change of Control Notice to the
warrant holders subject to and with effect from Stoðir's completion and
settlement of the Tender Offer to the Warrant holders. Such Change of Control
Notice will allow the Warrant holders to exercise their Warrants immediately
following Stoðir's completion of the Tender Offer.
Stoðir has offered to these warrant holders - subject to completion of the
Tender Offer and subject to the Warrant holders exercising their Warrants - to
acquire their Keops Shares on the same terms as otherwise applicable in the
Tender Offer, with settlement 6 Danish business days after the settlement of
the Tender Offer. The majority of the Warrant holders have indicated - subject
to the Change of Control Notice becoming effective to exercise said Warrants
and sell all of their Keops Shares acquired upon exercise of such Warrants to
Stoðir following Stoðir's completion of the Tender Offer. Stoðir will continue
to seek to obtain acceptance from the Warrant holders who at the time of the
publication of the Tender Offer have not accepted Stoðir's offer.
Public Information
Except as disclosed in section 2.8 and 2.9, the information on Keops, the Keops
Group and Keops Shares contained in this Tender Offer has been obtained from
public sources and previous published information from the Keops Group.
This introduction should be read in conjunction with the detailed terms and
conditions set forth in Section 4 below.
