«1 The Boards of Directors of Lambros Overseas S.A. corporate registration no. 1019400, and OJSC Alliance Group, corporate registration no. ...»
for the holders of Swedish Depository Receipts over shares in Alliance Oil Company Ltd.
in relation to Alliance Group's proposed acquisition of Alliance Oil Company Ltd. by way of
amalgamation between Alliance Oil Company Ltd. and Alford Financial Ltd
The Boards of Directors of Lambros Overseas S.A. corporate registration no. 1019400, and OJSC
Alliance Group, corporate registration no. 1025004067417, (together “Alliance Group”) and
Alliance Oil Company Ltd., corporate registration no. 25413, (“AOC” or the “Company”) propose that Alliance Group’s jointly owned subsidiary Alford Financial Ltd, corporate registration no.
48233, (“Alford”) is amalgamated with the Company pursuant to a transaction whereby holders of all the ordinary shares in AOC (“Ordinary Shares”), represented by Swedish Depositary Receipts (“SDRs”) and of par value US$ 1.00 per share, and all the preference shares in AOC (“Preference Shares”), represented by SDRs and of par value US$ 1.00 per share (the Ordinary Shares and the Preference Shares together referred to as the “Shares”), which are held by parties other than Alliance Group and its affiliates would receive a cash consideration, on the terms and conditions set out in this information memorandum (the “Information Memorandum”) (the “Transaction”).
The Transaction shall be governed by and construed in accordance with Bermuda law. Any dispute arising out of the Transaction shall be subject to the jurisdiction of the Bermuda courts applying Bermuda law.
The Transaction is subject to shareholder approval at a Special General Meeting of the Company (the “SGM”). The threshold for approval at the SGM is at least 75 per cent. of the votes cast at the SGM for which the required quorum is two persons at least holding or representing by proxy more than one third of the issued shares in AOC. Alliance Group and its affiliated companies intend to vote for their Shares in favour of the Transaction at the SGM.
As of 30 September 2013, Alliance Group and its affiliated companies control 45 per cent. of the SDRs over Ordinary Shares in AOC, and seven (7) per cent. of the SDRs over Preference Shares in AOC. In total, Alliance Group controls approximately 43 per cent. of the total Shares and 45 per cent. of total votes in AOC.
Alliance Group, together with Shareholders (as defined below) having issued irrevocable undertakings to vote in favour of the Transaction, represent approximately 48.2 per cent. of AOC votes. The threshold for approval of the Transaction at the SGM is at least 75 per cent. of the votes cast at the SGM.
AOC has commissioned Skandinaviska Enskilda Banken AB (publ) (”SEB”), on behalf of Shareholders (as defined below), to hold all Shares on a depository account, and to issue one (1) ordinary SDR for each Ordinary Share and one (1) preference SDR for each Preference Share, which are listed on NASDAQ OMX Stockholm Large Cap under the ticker symbols AOIL SDB and AOIL SDB PREF, respectively.
Alford and the Company entered into a conditional implementation agreement on 30 October 2013 with respect to the proposed amalgamation between Alford and the Company (the “Implementation Agreement”) (see further in “Implementation Agreement and Amalgamation Agreement”, section 7, page 23).
Under the terms of the Transaction, holders of Shares will receive in cash for each Ordinary Share SEK 60 and for each Preference Share, SEK 313 plus SEK 7.5 multiplied by the percentage of the period between the most recent dividend record date and the subsequent dividend record date which has elapsed at the registration of the Amalgamation (as defined below). If approved by the beneficial holders of SDRs representing the Shares in the Company (the “Shareholders”) at the SGM, Alford and the Company will upon the amalgamation, which will be implemented under Bermuda law, amalgamate and continue as one company under the name Alliance Oil Ltd (the “Amalgamated Company”) (the “Amalgamation”). Further to the Amalgamation all of the Shares will be cancelled, in exchange for the Cash Consideration (as defined below), and the SDRs will 2 be delisted from NASDAQ OMX Stockholm and deregistered from Euroclear Sweden AB. Shares will be converted into the right to receive the Cash Payment (as defined below).
Any Shareholders who hold their interest in Shares through SDRs who do not vote in favour of the Amalgamation at the SGM are entitled, if they do not consider the Cash Consideration to represent a fair price for their Shares, to apply to the Court in Bermuda under Section 106 of the Companies Act 1981 of Bermuda (as amended) for an appraisal of the fair value of their Shares. Such dissenting Shareholders are advised to obtain the advice of counsel before proceeding, and the following does not constitute legal advice. See further “Dissenting Shareholder Rights” in section 8, page 48.
As the Transaction is proposed to be made by way of amalgamation between Alford and AOC under applicable Bermuda law, the Stock Market (Takeover Bids) Act (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) (the “Takeover Act”)” and the NASDAQ OMX Stockholm Takeover Rules (Sw. NASDAQ OMX Stockholms regler rörande offentliga uppköpserbjudanden på aktiemarknaden) (the “Takeover Rules”) will not apply to the Transaction.
Hence, this Information Memorandum has not been registered with, or approved by, the Swedish Financial Supervisory Authority (the “SFSA”). Alliance Group has, in relation to the Transaction, requested a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) (the “Securities Council”) and has undertaken to comply with the Company's bye-laws, mandatory Bermuda law, any special directions given by the Company's general meeting and the information requirements, as appropriate, set out in Chapter 2a, section 2 of the Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument) (the “Trading Act”) and rule II.3 of the Takeover Rules. This approach has been considered by the Securities Council in statement 2013:35 and the SFSA (further information is included in the section “Statement from the Swedish Securities Council and Compliance with the Takeover rules”, page 10).
The figures reported in this Information Memorandum have been rounded as appropriate. All shareholding percentages in AOC, and the value of the Transaction, in this Information Memorandum are based on 171,528,414 outstanding Ordinary Shares and 7,280,000 outstanding Preference Shares as of 31 October 2013.
This Information Memorandum has been prepared in Swedish and English language versions. In case of any inconsistency between the Swedish and the English versions of the Information Memorandum, the English version shall prevail.
Certain statements included in this Information Memorandum constitute or are based on forwardlooking statements. Examples of forward-looking statements include, among others, statements regarding AOC's and Alliance Group’s future financial position, income growth, assets, business strategy, leverage, projected levels of growth, projected costs, plans and objectives for future operations, statements related to the planned amalgamation of Alford and AOC and anticipated benefits associated therewith, and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, domestic and global economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (“IFRS”) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition – a number of such factors being beyond AOC's and Alliance Group’s control. These statements as they appear throughout this Information Memorandum are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as: “may”; “will”; “expects”; “believes”; “anticipates”; “plans”; “intends”; “estimates”; “projects”;
“targets”; “forecasts”; “seeks”; “could”; or the negative of such terms, and other variations on such terms or comparable terminology. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any forward-looking statements made herein speak only as of the date they are made. Except as required by NASDAQ OMX Stockholm or applicable law, AOC and Alliance Group and its affiliates expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Information Memorandum to reflect any change in AOC or Alliance Group expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The Convertible Bonds Tender Offer and Consent Solicitation (as defined below) is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Convertible Bonds (as defined below) may not be tendered in the Convertible Bonds Tender Offer and Consent Solicitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933 (the “Securities Act”) or to U.S. persons as defined in Regulation S of the Securities Act.
THIS INFORMATION MEMORANDUM HAS NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THE TRANSACTIONS CONTEMPLATED THEREBY NOR UPON
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THE INFORMATION
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
1 The Transaction
2 Background to and reasons for the Transaction
3 Terms and Conditions
4 Summary of Fairness Opinion
5 Recommendation by the Independent Directors of AOC
6 Information on AOC
7 Implementation Agreement and Amalgamation Agreement
8 Approval and implementation of the Amalgamation
9 Financial Information in summary
10 Share Capital and Ownership Structure
11 AOC’s Board of Directors, Group Management and Auditors
12 AOC’s Bye-Laws
13 AOC’s interim report for January – June 2013
14 Other information
15 Information on Alford and Alliance Group
16 Tax issues in Sweden
17 Statement from the Board of Directors of AOC
18 Statement from the Auditors
19 Contact details
On 31 October 2013, AOC and Alliance Group announced a recommended transaction following which AOC by way of Amalgamation would become wholly owned by Alliance Group. Under the terms and conditions of the Transaction, Alliance Group would acquire all Shares of AOC not currently held by Alliance Group and its affiliated companies, to be implemented by way of amalgamation between AOC and Alford under Bermuda law. The Transaction is recommended by the Independent Directors of AOC (as defined below). If approved by the SGM with the required voting majority, Shareholders of AOC will, via SEB, receive cash consequent upon the cancellation of their Shares.
4 November 2013 Notice of SGM and Information Memorandum published 2 December 2013 SGM of AOC to consider a resolution to approve the Amalgamation
13 December 2013 Cash Consideration Record Date 18 December 2013 Date for settlement of the Cash Consideration All the dates above are preliminary and, inter alia, subject to relevant regulatory clearances being obtained. A firm timetable will be announced by Alliance Group and AOC in due time if the above dates change.
Approval and implementation of the Amalgamation The Implementation Agreement was entered into between Alford and the Company on 30 October
2013. If the Amalgamation is approved by the SGM on 2 December 2013 (or any adjournment thereof) with the required voting majority, the Amalgamation will be implemented in accordance with Bermuda law. Upon successful completion of the Transaction, all of the Shares will be cancelled and the SDRs will be delisted from NASDAQ OMX Stockholm and deregistered from 1 For example, if the registration of the Amalgamation takes place on 11 December 2013, each Preference Share holder will be entitled to receive from the Company SEK 313 of principal amount per one Preference Share plus an accrued dividend of SEK 7.5 multiplied by 12/91, which represents the proportion of the number of days between 30 November 2013 and 11 December 2013 (inclusive) to the number of days between 30 November 2013 and 28 February 2014 (inclusive) (29 November 2013 and 28 February 2014 being the upcoming quarterly dividend record dates).