In continuation of Atlantic Airways’ Offer Document for shares in Atlantic Airways, dated Friday 7 March 2014, and the Company’s announcement of 25 April 2014 regarding the results of the voluntary public offer, the Board of Directors of Atlantic Airways has received from Vinnumálaráðið (‘Ministry of Trade and Industry’) notice and power of attorney to on its behalf to carry out a redemption of the minority shareholders of Atlantic Airways.
As an effect of this notice, Atlantic Airways at the same time will apply for a delisting from NASDAQ OMX Iceland and NASDAQ OMX Copenhagen.
Following completion of the voluntary public offer announced on 7 March 2014 (the ‘Offer’), which was prepared in accordance with article 99 – 111 of the Icelandic Securities Transactions Act no. 108/2002, and § 31 - 33 of the Faroese Securities Transactions Act, no. 986/2010, the Ministry of Trade and Industry, and Atlantic Airways, combined own 95.72% of the total share capital of Atlantic Airways. On its own, the Ministry of Trade and Industry controls 94% of the total votes of Atlantic Airways. As a result, the Ministry of Trade and Industry has determined to redeem the Atlantic Airways shares held by the remaining shareholders of Atlantic Airways pursuant to article 110 of the Icelandic Securities Transactions Act, § 69 – 73 of the Faroese Companies Act, and § 31 – 33 of the Faroese Securities Transactions Act.
The shareholders of Atlantic Airways are therefore encouraged to transfer their shares in the Company to the Ministry of Trade and Industry within a four-week period, expiring on 16 June 2014, at 16.00 (Faroese time).
The shares will be transferred to the Ministry of Trade and Industry at a price of 4,403.28 ISK, or 210 DKK, paid in cash for each share in Atlantic Airways, having a nominal value of DKK 100 each, and payment will be made in cash. The price offered equals the price paid by Atlantic Airways to the shareholders having accepted the Offer against cash compensation.
All shares transferred to the Ministry of Trade and Industry in accordance with this notice must be free and clear of all charges or encumbrances of every nature and kind whatsoever.
Any shareholder who wishes to transfer shares to the Ministry of Trade and Industry should request its depositary bank to arrange for an acceptance of the transfer of the shares is submitted to:
Payment of the transferred shares will be made in cash through the bank at which the shares are held in a custody account 4 banking days after the expiry of the aforesaid four-week period, i.e. on 20 June 2014. Enclosed is an acceptance form that shall be used in connection with the transfer of the shares (available in English only). Please refer to the acceptance form for further details.
As the redemption price equals the consideration paid to tendering shareholders accepting cash compensation under the Offer, the redemption price is deemed fair and equitable under applicable tender offer legislation. If, however, a minority shareholder disagrees with the redemption price, such shareholder may, pursuant to § 71 of the Faroese Company Act, request that the redemption price be determined by an expert who shall be appointed by the court of the jurisdiction of Tórshavn, Faroe Islands. The expert will determine the redemption price in accordance with the provisions of § 67, pt. 3, of the Faroese Companies Act.
If the valuation made by the expert under § 67, pt. 3, and § 70, pt. 3, of the Faroese Company Act results in a higher redemption price than the price offered by the Ministry of Trade and Industry, such redemption price will also apply to all other shareholders whose shares are being redeemed and who have not requested a valuation. Any costs associated with an expert determination of the redemption price shall be borne by the shareholder requesting such determination, except that the court may impose the costs in whole or in part on the Ministry of Trade and Industry if the expert determination leads to a higher redemption price than that offered by the Ministry of Trade and Industry.
Minority shareholders that have not transferred their shares to the Ministry of Trade and Industry upon expiration of the 4-week period described above will be requested through an announcement in the it-system of Skráseting Føroya, FO-100 Tórshavn, Faroe Islands (www.skraseting.fo) to transfer their shares to the Ministry of Trade and Industry pursuant to § 72 of the Faroese Company Act within a period of three months. If the shareholders do not transfer their shares prior to the expiry of the three-month period, the shares will be effectively redeemed and will be registered in the name of the Ministry of Trade and Industry. At the same time, the redemption amount will be deposited by BankNordik P/F in pursuance of § 72, pt. 3, of the Faroese Company Act.
The Board of Directors of Atlantic Airways has reviewed the notice of redemption from the Ministry of Trade and Industry in order to prepare this announcement. The resolved redemption is on the same terms, including the same price, as offered by Atlantic Airways in its earlier completed Offer. In the opinion of the Board of Directors of Atlantic Airways the general terms of the redemption are thus in line with customary practice for the redemption of shareholders in connection with offers on Faroe companies.
Further information regarding the Offer is contained in the Offer Document and the issued Fairness Opinion which is available on the Company’s website, www.atlantic.fo. In addition, a letter regarding this announcement is also sent to shareholders listed in Atlantic Airways’ share registry on 14 May 2014.
Niels Mortensen, Chairman of the Board of Directors
Atlantic Airways P/f
For further information please contact Niels Mortensen on tel.: +298 21 69 28