Circular 09

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt about the contents of this document, or the action you should take, you
should consult an independent financial adviser authorised and regulated under the Financial
Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately
authorised independent financial adviser.
If you have sold or otherwise transferred all of your Existing Ordinary Shares in Nordic Panorama Plc
please forward this document and the accompanying Form of Proxy as soon as possible to the purchaser
or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected,
for delivery to the purchaser or transferee. Any person (including without limitation custodians,
nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to
forward this document to any jurisdiction outside the United Kingdom should seek appropriate advice
before taking any action.
Nordic Panorama Plc
(Incorporated in England and Wales under the Companies Acts 1908 to 1917 with
registered number 148798)
Proposed consolidation of the Existing Ordinary Shares
and
Provision for electronic communications to Shareholders
Notice of General Meeting
Your attention is drawn to the Letter from the Chairman of Nordic Panorama Plc in this document which
contains the unanimous recommendation of the Directors that you vote in favour of the Resolutions to
be proposed at the General Meeting to be held at 11.00 a.m. on 27 April 2009.
Notice of a General Meeting of Nordic Panorama Plc, to be held at 11.00 a.m. on 27 April 2009 at
the offices of Charles Russell LLP, 5 Fleet Place, London, EC4M 7RD is set out at the end of this
document. Whether or not you intend to be present at the General Meeting you are urged to complete
and return the enclosed Form of Proxy in accordance with the instructions printed thereon so as to arrive
at the Company’s Registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU as soon as possible and in any event not later than 11.00 a.m. on 25 April
2009 or 48 hours before the time for holding any adjourned meeting. Completion of a Form of Proxy
will not preclude a Shareholder from attending and voting at the meeting in person.
CONTENTS
Page
Expected timetable of principal events 2
Definitions 3
Letter from the Chairman 4
Notice of General Meeting 9
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication date of this document 1 April 2009
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 25 April 2009
General Meeting 11.00 a.m. on 27 April 2009
Record Date of Share Consolidation 5.00 p.m. on 27 April 2009
Effective date of Share Consolidation 28 April 2009
Last date by which eligible Shareholders may apply for
Fractional Entitlements 28 October 2009
2
DEFINITIONS
“AIM” AIM, the market operated by the London Stock Exchange
“Articles” the Company’s memorandum and articles of association
“Company” or “Nordic Panorama” Nordic Panorama Plc
“Directors” or “Board” the board of directors of Nordic Panorama whose names appear on
page 4 of this document
“Existing Ordinary Shares” the ordinary shares of £0.01 nominal value each in the capital of the
Company
“Form of Proxy” the form of proxy for use at the GM or at any adjournment of such
meeting
“Fractional Entitlement” the entitlement available to Shareholders as set out and on the terms
and conditions set out in paragraph (c) of the section headed “Share
Consolidation” in the Letter from the Chairman on page 4 of this
document
”GM” or “General Meeting” the general meeting of the Company convened for 11.00 a.m. on 27
April 2009 and any adjournment thereof
“London Stock Exchange” London Stock Exchange plc
“New Ordinary Shares” the proposed new ordinary shares of £500 nominal value each in the
capital of the Company to be created pursuant to the Share
Consolidation
“Notice of GM” the notice of the GM which is incorporated into this document
“Record Date” 5.00 p.m. on 27 April 2009 (or such other time and date as the
Directors may determine)
“Registrars” Capita Registrars Limited
“Resolutions” the resolutions referred to in the Notice of GM
“Share Consolidation” the proposed consolidation of every 50,000 Existing Ordinary
Shares into 1 New Ordinary Share details of which are set out in the
Letter from the Chairman in this document
“Shareholders” holders of Existing Ordinary Shares and “Shareholder” means any
one of them
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LETTER FROM THE CHAIRMAN
Nordic Panorama Plc
(Incorporated in England and Wales under the Companies Acts 1908 to 1917 with
registered number 148798)
Directors Registered Office
Per Christian Voss, Non-executive Chairman Third Floor
Geir Kjaernes, Chief Executive Officer 89 Fleet Street
Norman Lott, Finance Director London
Petter Johnsen, Executive Director EC4Y 1DH
Kjetil Johnsen, Executive Director
Alex Borrelli, Non-executive Director
1 April 2009
To Shareholders
Dear Sir or Madam
Proposed 1 for 50,000 Share Consolidation
and
Provision for electronic communications to Shareholders
Introduction
The purpose of this document is to provide you with the background to the Share Consolidation and to
explain why the Directors consider the Share Consolidation and provision for electronic communication to
Shareholders are in the best interests of the Company and the Shareholders as a whole and why they
recommend that you should vote in favour of the Resolutions to be proposed at the GM convened for
11.00 a.m. on 27 April 2009, notice of which is set out at the end of this document.
Reasons for the Share Consolidation
The Directors have carefully considered whether the Share Consolidation and the consequential reduction in
the number of Shareholders is in the best interests of the Company and the Shareholders as a whole. It has
become clear to the Directors that for a company of its size it is not in the Company’s interests to continue
to bear the costs and administrative burden of such a large shareholder base. The Company currently has over
3,150 registered Shareholders.
In addition, the costs and the related administrative burden are, in the Directors’ view, also not warranted
where the value of the Existing Ordinary Shares is so minimal. The AIM mid-market trading price of the
Existing Ordinary Shares just prior to de-listing was 0.7p. While the performance of the Company for the
year ended 31 December 2008, on the basis of unaudited management accounts for this period, has been
satisfactory, results for the current year are expected to be significantly reduced in the current economic
climate and the Directors expect that the value of the Existing Ordinary Shares has further decreased.
Further, since de-listing, there is little, if any, market for the Existing Ordinary Shares. In light of these
factors, the Directors estimate the value of each Existing Ordinary Share is now of the order of 0.1p.
The Directors considered that, given their view that the value of the Existing Ordinary Shares is so minimal,
the costs involved with obtaining an independent valuation of the Existing Ordinary Shares were not
warranted. However, the Directors did seek the view of the Company’s financial advisers, IAF Capital
Limited, as to the valuation that could be attributed to the Existing Ordinary Shares by the Directors. IAF
Capital Limited provided the Directors with an independent confirmation that the Directors’ valuation of the
Existing Ordinary Shares at 0.1p per share is not unreasonable given the current economic climate, the
Company’s current expectations of performance, the previous trading prices of the shares and the fact there
is a limited market (if any) for the shares.
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Share Consolidation
Article 12.1.2 of the Articles permit the Company, by ordinary resolution, to consolidate its share capital into
shares of a larger amount than its existing shares. Article 12.2.1 permits the Board, on consolidation, to settle
any difficulties arising on consolidation as it thinks fit and, without prejudice to the generality of that power,
in relation to fractions, to sell the shares representing the fractions for the best price reasonably obtainable
to any person and to distribute the net proceeds of sale (subject to any amount otherwise due to the holder,
being less than £3 or such other sum as the Board may determine) in due proportion amongst those members.
It is proposed by the Board that the Share Consolidation will consist of the following steps:
(a) Every 50,000 Existing Ordinary Shares will be consolidated into one New Ordinary Share of £500
(the balance of the Existing Ordinary Shares then held by each member being dealt with as provided
in (b) and (c) below) and every 50,000 authorised but unissued Existing Ordinary Shares will be
consolidated into one New Ordinary Share of £500; (“Share Consolidation”);
(b) Fractional entitlements arising out of the Share Consolidation shall be aggregated into New Ordinary
Shares and the whole number of New Ordinary Shares so arising shall be sold by the Company, on
behalf of the Shareholders, to PJ Vradal Invest AS at a price of £50 per New Ordinary Share; and
(c) Shareholders are entitled to receive the proportions of any proceeds of any sale in accordance with
sub-paragraph (b), attributable to such Shareholder’s holding of Existing Ordinary Shares
immediately before the Share Consolidation of £3 or more (net of any expenses of sale) (based on a
value of 0.1p per share for 3,000 Existing Ordinary Shares) provided that such entitlement shall only
arise if the Shareholder writes to the Company Secretary requesting his entitlement within six months
of the Share Consolidation being approved at a general meeting (“Fractional Entitlement”).
Shareholders are not entitled to receive the net proceeds of any sale in accordance with sub-paragraph
(b) which amounts to less than £3 and those amounts will instead be aggregated and paid to the
Company to be retained by the Company in accordance with article 12 of the Articles.
The table below provides some illustrations of the effect of the Share Consolidation:
Pre-Share Consolidation Post-Share Consolidation, Fractional Entitlements
Holdings of Existing Ordinary Shares and Holdings of New Ordinary Shares
2,999 Nil
3,000 £31
45,000 £451
50,000 1 New Ordinary Share
52,999 1 New Ordinary Share
53,000 1 New Ordinary Share and £31
99,999 1 New Ordinary Share and £49.991
1 Fractional Entitlement only payable if Shareholder requests such payment in accordance with sub-paragraph (c) above, such
payment is to be £3.00 or more net of any expenses of sale.
As can be seen from the illustrative table below, immediately following the Share Consolidation, the number
of Shareholders will reduce from over 3,150 to 38. However, the changes in the percentage holdings for the
remaining Shareholders would be minimal as those with a holding of less than 50,000 Existing Ordinary
Shares account for 0.57 per cent. of the current issued share capital.
Pre-Share Post-Share
Consolidation Consolidation
% holdings % holdings
3,114 Shareholders with less than 50,000 Existing Ordinary Shares 0.57% 0%
36 Shareholders with 50,000, or more, Existing Ordinary Shares 9.94% 9.94%
Petter Johnsen / PJ Vradal Invest AS 67.64% 68.21%
T Stykket Eiendom AS 21.85% 21.85%
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The New Ordinary Shares will have the same rights as to voting, dividends and return on capital as the
Existing Ordinary Shares.
If approved, the Record Date of the Share Consolidation will be 5.00 p.m. on 27 April 2009, the Share
Consolidation will be effected on 28 April 2009 and the New Ordinary Shares will be issued on the same
day. Shareholders who hold their Existing Ordinary Shares in uncertificated form are expected to have their
CREST accounts credited with New Ordinary Shares on 28 April 2009.
Certificates for the New Ordinary Shares represented in certificated form will be despatched by 8 May 2009.
Temporary certificates of title will not be issued. Certificates of Existing Ordinary Shares will no longer be
valid from the time the Share Consolidation becomes effective which is expected to be on 28 April 2009 and
should be destroyed upon receipt of certificates in respect of the New Ordinary Shares. Pending despatch of
the definitive certificates in respect of the New Ordinary Shares, transfers of the New Ordinary Shares held
in certificated form will be certified against the register.
Taxation treatment of Share Consolidation
The following summary is intended as a general guide only and relates to the UK taxation treatment of the
Share Consolidation. It is based on current UK tax law and the current published HM Revenue and Customs
practice applying in the case of those holders of Existing Ordinary Shares who are residents of the UK for
tax purposes, are the beneficial owners of those shares and hold them as investments. Certain holders of
Existing Ordinary Shares, such as dealers in securities, insurance companies, collective investment schemes
and persons who have acquired their shares by reason of their or another’s employment, may be taxed
differently and are not considered here.
It is expected that for the purposes of UK taxation on chargeable gains the Share Consolidation will be
treated as follows:
The New Ordinary Shares arising from the Share Consolidation will result from a reorganisation of
the share capital of the Company. Accordingly, holders of Existing Ordinary Shares should not
normally be treated as making a disposal of all or part of their holding of Existing Ordinary Shares
by reason of the Share Consolidation being implemented. The New Ordinary Shares which replace
their holding of Existing Ordinary Shares as a result of the Share Consolidation will be treated as the
same asset acquired at the same time as their holding of Existing Ordinary Shares was acquired.
To the extent that holders of Existing Ordinary Shares receive cash related to the Fractional
Entitlement by virtue of a sale on their behalf of Existing Ordinary Shares, they should not in practice
normally be treated as having made a part disposal of their holding of Existing Ordinary Shares. The
proceeds will instead be deducted from the base cost of their holding of New Ordinary Shares for
capital gains tax purposes.
A Shareholder who is in any doubt as to his or her tax position or is subject to tax in any jurisdiction other
than the UK should consult his or her duly authorised professional adviser without delay.
Options
The Company with the agreement of the two option holders has cancelled the options to subscribe for
55,249,353 new Existing Ordinary Shares at 1.875p per share.
Authorised and issued share capital
Following the Share Consolidation, the Company’s authorised share capital will be as follows:
Number of New Nominal Total nominal
Ordinary Shares value value
Authorised share capital and comprising 38,000 £500 each £19,000,000
6
The issued share capital of the Company following the Share Consolidation will be subject to the number of
shares not held in multiples of 50,000 shares. There are 822,162,575 Existing Ordinary Shares which will be
reduced to less than 16,433 New Ordinary Shares following the Share Consolidation.
Electronic Shareholder communications
The notice provisions in the Articles were adopted on 4 January 2007 to take advantage of the expanded
application of the new rules for communications between companies, shareholders and others that came into
force on 20 January 2007 under the Companies Act 2006 (“New Act”). The key change made by the New
Act is that the Company will be able to send any notices and other documents to Shareholders by email as
well as by publishing them on its website provided that certain conditions are met and procedures are
followed. For this reason, a special resolution (Resolution 2) will be proposed to confirm that the provisions
of the Articles relating to electronic communications are to be interpreted in accordance with the New Act.
One of the conditions under the New Act is that Shareholders have resolved that the Company may send or
supply notices or documents to members by making them available on a website. Shareholders are being
asked to do this by approving Resolution 2 as set out in the Notice of GM at the end of this document. This
will cover all notices or documents (including share certificates) that the Company may send to
Shareholders. This includes, but is not limited to, annual accounts and reports, notices of general meetings
and any documents which the Company is required to send to Shareholders under any laws or regulations to
which the Company is subject.
If the special resolution is passed, the Company will in the near future ask each Shareholder individually to
agree that the Company may communicate in this way. The request will explain that, if the Company has not
received a reply within 28 days of the request, the Shareholder will be taken to have given his or her consent.
Even if a Shareholder fails to reply, and is deemed to have consented to website communications, he or she
will be able to ask for a hard copy of any document from the Company at any time.
These arrangements are expected to speed up communications to Shareholders in a convenient form whilst
saving administrative, printing and postage costs as well as delivering environmental benefits.
General Meeting
You will find set out on page 9 of this document the Notice of GM to be held at the offices of Charles Russell
LLP, 5 Fleet Place, London, EC4M 7RD at 11.00 a.m. on 27 April 2009. At that meeting, Shareholders will
be asked to consider and, if thought fit, to pass a resolution to approve the Share Consolidation and a special
resolution approving electronic communications to Shareholders in accordance with the New Act.
Action to be taken
Enclosed with this document is a Form of Proxy. Whether or not you propose to attend the GM personally,
you are urged to complete and return the Form of Proxy in accordance with the instructions printed thereon
as soon as possible. To be valid, completed Forms of Proxy must be received by the Registrars, Capita
Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later
than 11.00 a.m. on 25 April 2009. Completion of a Form of Proxy will not preclude you from attending and
voting at the GM in person should you wish to do so.
Recommendation
The Directors are of the opinion that the Share Consolidation and the proposed special resolution regarding
electronic communications are in the best interests of the Company and its Shareholders as a whole and
unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM.
7
In addition, the Company has been informed that Petter Johnsen1 in respect of his 556,128,770 Existing
Ordinary Shares and T Stykket Eiendom AS in respect of its 179,642,523 Existing Ordinary Shares, which
aggregate to 735,771,293 Existing Ordinary Shares representing 89.49 per cent of the Existing Ordinary
Shares, intend to vote in favour of the Resolutions.
Yours sincerely
Per Christian Voss
Chairman
8
1 Registered in the name of P J Vradal Invest AS which is owned by Petter Johnsen (94 per cent.), Kjetil Johnsen (3 per cent.) and
Henning Johnsen (3 per cent.)
Company Number: 148798
NOTICE OF GENERAL MEETING
of
NORDIC PANORAMA PLC (the “Company”)
Notice is hereby given that a General Meeting of the above-named Company will be held at 11.00 a.m. on
27 April 2009 at the offices of Charles Russell LLP, 5 Fleet Place, London, EC4M 7RD for the purpose of
considering and, if thought fit, passing the following resolutions, of which resolution 1 will be proposed as
an ordinary resolution and resolution 2 will be proposed as a special resolution:
ORDINARY RESOLUTION
1. That:
(i) every 50,000 Existing Ordinary Shares of 1p each held by each member at 5.00 p.m. on 27
April 2009 being the “Record Date” (or such number as will result in a whole number of New
Ordinary Shares, the balance held by each member at the Record Date being dealt with as
provided in sub-paragraph (ii) below) be consolidated into one New Ordinary Share of £500
and every 50,000 authorised but unissued ordinary shares of 1p each on the date of the
consolidation will be consolidated into one New Ordinary Share of £500, provided that where
such consolidation would otherwise result in a fraction of an unissued New Ordinary Share,
that number of unissued Existing Ordinary Shares of 1p each which would otherwise constitute
such fraction shall be cancelled under section 121(2)(e) of the Companies Act 1985;
(ii) no member shall be entitled to a fraction of a consolidated New Ordinary Share and all
fractional entitlements arising out of the consolidation shall be aggregated into consolidated
New Ordinary Shares and the Directors are hereby authorised to do all such things as they
consider necessary or expedient to sell the number of New Ordinary Shares arising from the
consolidation of fractional entitlements referred to in paragraph (i) of this Resolution to PJ
Vradal Invest AS at a price of £50 per New Ordinary Share and that the proceeds (net of any
expenses of sale) be distributed in due proportion (rounded down to the nearest penny) amongst
those members who would otherwise be entitled to such fractional entitlements, provided that:
(a) for amounts of £3.00 or more the member is required to write to the Company Secretary
at the registered office of the Company within six months of the date this Resolution is
approved requesting such amounts be paid to the member, failing which the member will
be deemed to have relinquished any and all rights to such amounts and such amounts as
are relinquished shall be held and retained for the benefit of the Company; and
(b) for amounts of less than £3.00, such amounts will not be distributed to members but will
instead by held and retained for the benefit of the Company;
(iii) the rights and restrictions attaching to the New Ordinary Shares of £500 each resulting from
the consolidation pursuant to paragraph (i) of this resolution shall be the same in all respects
as those attached to the Existing Ordinary Shares of 1p each as set out in the Articles of
Association of the Company (save in respect of their nominal value).
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SPECIAL RESOLUTION
2. That the Company may send, serve or supply any notice, document or information to members (or
where applicable nominees) by making them available on a website or by other electronic means in
accordance with the Company’s Articles of Association and the Companies Act 2006 and this
resolution will supersede any provision in the Company’s Articles of Association to the extent that it
is inconsistent with this resolution.
Dated: 1 April 2009 BY ORDER OF THE BOARD
Registered Office:
Third Floor London Registrars plc
89 Fleet Street Secretary
London
EC4Y 1DH
Notes
1 A member entitled to attend and vote at the above Meeting convened by the above Notice shall be entitled to appoint one or more
proxies to attend, to speak and to vote on his behalf provided that each proxy is appointed to exercise the rights attached to a
different share or shares held by him. A proxy need not be a member of the Company.
2 A Form of Proxy is enclosed. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting
at the meeting in person in which case any votes cast bv the proxy will be excluded.
3 A Shareholder which is a company (a “corporation”) and which wishes to be represented at the meeting by a person with
authority to speak, vote on a show of hands and vote on a poll (a “corporate representative”) must submit a certified copv of
the resolution giving the relevant authority to that corporate representative by the same deadline as in note 5 below. A corporate
representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it were an
individual member of the Company. Alternativelv a corporation may complete and return a Form of Proxy.
4 In the case of joint Shareholders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which their
names stand in the register of members in respect of their joint holding. The names of all joint Shareholders should be stated on
the Form of Proxy, but the signature of one holder will be sufficient.
5. To be effective the instrument appointing a proxy, and (failing prior registration) any letter or power of attorney under which it
is executed (or a duly certificated copy thereof) must be received by the Registrars, Capita Registrars, Proxy Department, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not less than 48 hours before the time for holding the meeting or
adjourned meeting or (in the case of a poll taken otherwise than at or on the same date as the meeting or adjourned meeting) for
the taking of the poll at which it is to be used, provided that a proxy and any such power or authority in respect of a poll to be
taken otherwise than on the same day as the meeting or the adjourned meeting, but less than 48 hours thereafter, may be delivered
to the chairman of the meeting at any time before the poll is taken.
6. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the
Company’s register of members as at 6.00 p.m. on 25 April 2009 shall be entitled to attend and vote at the meeting in respect of
the number of shares registered in their name at that time. Changes to entries on the register after 6.00 p.m. on 25 April 2009
shall be disregarded in determining the rights of any persons to attend or vote at the meeting.
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sterling 115313