Ann.re Offer Nordic Panorama AS 160310

16 March 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL SO TO DO.

The following is an announcement made by Nordic Panorama AS pursuant to its obligations under the City Code on Takeovers and Mergers. A copy of this announcement is available on the following website: http://www.nordicpanoramaplc.c.... This announcement has also been released through a regulatory information service.


RECOMMENDED OFFER TO ACQUIRE THE WHOLE OF THE ISSUED SHARE CAPITAL OF NORDIC PANORAMA PLC MADE BY NORDIC PANORAMA AS

1. Introduction

The boards of Nordic Panorama AS and Nordic Panorama Plc announce that they have reached agreement on the terms of a recommended Offer to be made by Nordic Panorama AS to acquire all of the issued and to be issued ordinary shares of £500 each in Nordic Panorama Plc. Nordic Panorama AS is making a share offer and a cash offer for Nordic Panorama Plc, and the Board of Nordic Panorama AS announces that the Offer Document, containing a letter of recommendation from the Independent Directors of Nordic Panorama Plc, being Norman Lott and Alexander Borrelli, and the full terms and conditions of the Offer together with a form of acceptance, is being posted to Shareholders today.

The definitions of capitalised terms used in this announcement are contained in section 12 of this announcement.

2. The Offer

The Offer will be made on the terms set out below and will be further subject to the terms set out in the Offer Document and in the form of acceptance, both of which are being posted to Shareholders or made available electronically in accordance with the City Code today.

The Offer is made in respect of all issued Shares and any further Shares which are unconditionally allotted or issued and fully paid before the Offer closes and will remain open for acceptance, subject to the provisions of the Offer Document, until 1.00 p.m. on 6 April 2010.

The offer comprises the share offer and a cash offer.

The share offer is one new share in the Offeror for each share in the Company.

The cash offer is £55.80 for each share in the Company.

The offer values the total current issued share capital of the Company at approximately £920,000 (assuming that no further Shares are issued).

The Offer Document has been published on the following website: http://www.nordicpanoramaplc.c....

3. Background and reasons for the Offer

The Shares were re-admitted to trading on AIM on 5 January 2007 following the reverse acquisition of Maisha PLC. Since that time, the directors of the Company have sought to expand the Company’s activities both organically and through acquisition. However, as result of difficult stock market conditions adversely affecting the potential institutional interest in investing in the Company and the ability to identify and finance appropriate acquisition opportunities, the directors of the Company reviewed the benefit of the Shares continuing to be traded on AIM recognising that there was:

• limited stock market appreciation of the potential value of the Company’s two business areas;

• a concentration of the Company’s Shareholder base, of which four of the Shareholders now hold 95.65 per cent, resulting in limited trading liquidity in the Shares; and

• disproportionate costs and regulatory burdens associated with maintaining admission to AIM.

The directors of the Company concluded that it was no longer in the best interests of the Company or its shareholders to maintain admission to AIM of the Shares and the shares were de-listed on 12 August 2008.

On 27 April 2009 the Shareholders of the Company approved a resolution to consolidate the Company’s issued share capital which was then implemented.

The Offer has been considered carefully by the board of the Company in light of the events set out above and a review of the prospects of delivering higher value to Shareholders over the medium term. The board of the Company has also taken into account that the Offeror Associates and their connected persons have irrevocably undertaken to accept the Offer.

The Offer provides an immediate and certain opportunity for the remaining Shareholders to realise their investment in the Company.

4. Recommendation

The Independent Directors, who have been so advised by IAF Capital Limited, in its capacity as the Rule 3 adviser to the Company, consider the terms of the Cash Offer to be fair and reasonable and subject to the factors referred to below consider the terms of the Share Offer to be fair and reasonable. In providing its advice to the Independent Directors, IAF Capital Limited has taken into account the commercial assessments of the Independent Directors.

The Share Offer may lead Shareholders who accept it receiving in the long term either more or less than they would have done pursuant to the Cash Offer.

The Independent Directors believe that in reaching a decision whether to elect for the Share Offer, Shareholders should take into account among other things the following factors:

- This may be Shareholders only opportunity to realise their investment for a considerable time;

- There is no trading facility for shares in the Offeror;

- The Offer Shares are in a Norwegian company and Shareholders may not be familiar with Norwegian corporate law; and

- Shareholders who are not the Offeror Associates will be in a significant minority position.

IT IS THE VIEW OF THE INDEPENDENT DIRECTORS THAT THE TERMS OF THE CASH OFFER REPRESENT A BETTER OPPORTUNITY FOR SHAREHOLDERS TO REALISE VALUE FROM THEIR SHAREHOLDINGS IN THE COMPANY THAN THE OFFER OF SHARES IN THE OFFEROR AND THEREFORE UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS ACCEPT THE CASH OFFER.

Alex Borrelli, a director of the Company and formerly a director of IAF Capital Limited, has not been involved in the provision of Rule 3 advice from IAF Capital Limited to the Independent Directors.

The Independent Directors have decided to unanimously recommend that Shareholders accept the Offer and that they should accept the Cash Offer in order to realise their investment.

5. Information on the Company

The Company is a public company incorporated in England and Wales. It is the holding company of Vradal Panorama AS, a company involved in the operation and development of an all seasons holiday destination in Telemarc, Norway. The principal activities of the group comprise of the operation of the Vradal Panorama ski resort and property development in terms of plot sales and the construction and sales of chalets and cabins within the resort area.

An electronic copy of the latest published results of the Company for the year ended 31 December 2007 can be found at:
http://www.nordicpanoramaplc.c...

6. Information on the Offeror

The Offeror was incorporated on 3 June 2008 under the laws of Norway. The Offeror is a Norwegian limited liability registered with the Norwegian Register of Business Enterprises under registration number 992 860 790. Upon incorporation Bidco was named “Gero Paper AS”. There has been no activity in Bidco since the incorporation and it has remained dormant. Its directors are Geir Kjaernes, Per Christian Voss and Petter Johnsen, all of whom are also directors of the Company.

The Offeror is wholly owned by PJ Vradal Invest AS which is owned by Petter Johnsen (94 per cent), Kjetil Johnsen (3 per cent) and Henning Johnsen (3 per cent). It was incorporated with a registered share capital of NOK 100,000 divided on 100,000 shares, each with a face value of NOK 1.

Upon completion of the Offer, the share capital in the Offeror will be reduced to 0, and the amount of outstanding shares in the Offeror will equal the number of shares issued pursuant to the Offer.

7. Financing the Offer and undertakings to accept the Cash Offer

The Offeror Associates intend to accept the Share Offer and not the Cash Offer in respect of their own beneficial holdings of Shares. They have accordingly provided irrevocable undertakings pursuant to which each of them has confirmed that they intend to accept or procure acceptance of the Share Offer and not the Cash Offer, in respect of, in aggregate, 15,727 Shares held by them, their connected persons or in which they are beneficially interested, representing approximately 95.65 per cent. of the existing ordinary share capital of the Company.

The details of the shares in which undertakings have been given are as follows:

Shareholder Shares Percentage of issued Shares
PJ Vrådal Invest AS 11,492 69.89
T Stykket Eiendom AS 3,638 22.12
Henning Johnsen 276 1.68
Kjetil Johnsen 321 1.95
Total 15,727 95.65

These undertakings will cease to be binding only if the Offer lapses or is withdrawn, and will remain binding in the event that a higher competing offer is made for the Company.

Acceptances of the Cash Offer by all Shareholders other than the Offeror Associates will result in the payment of approximately £40,000 in cash. CV Capital LLP in its capacity as financial adviser to Bidco, is satisfied that sufficient financial resources are available to Bidco to satisfy the consideration payable as a result of acceptances of the Cash Offer.

8. Disclosure of interests in the Company

Neither the Offeror nor any person acting in concert with the Offeror has any interest in, or right to subscribe for, any relevant securities of the Company, or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.

Neither the Offeror nor any of its associates have borrowed or lent any relevant securities of the Company (save for any borrowed shares which have been either on-lent or sold).

There are no arrangements of the kind referred to in Note 6(b) to Rule 8 of the City Code which exist between the Offerors or any associate of the Offerors and any other person in relation to any relevant securities of the Company.

9. Number of relevant securities in issue

Pursuant to Rule 2.10 of the Code, it is announced that the number of Shares in issue is 16,443.

The International Securities Identification Number (“ISIN”) for the Shares is GB00B3ZMXP77.

10. Other information

Copies of the Offer Document, the form of acceptance and other documents on display for the purposes of the Offer are available for inspection during normal business hours on any business day at the offices of DMH Stallard LLP, 6 New Street Square, New Fetter lane, London EC4A 3BF throughout the period during which the Offer remains open for acceptance.

This announcement is not intended to be and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor shall there be any sale, issue of transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by means of the Offer Document and, in the case of certificated Shares, the form of acceptance accompanying the Offer Document.

The Offer will not be made directly or indirectly in or into the United States, Canada, Japan, the Republic of South Africa or Australia or any other jurisdiction where it is unlawful to do so. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Japan, the Republic of South Africa or Australia. The availability of the Offer to persons outside the United Kingdom may be affected by the laws of other jurisdictions. Such persons should inform themselves about and observe any applicable requirements of those jurisdictions.

11. Dealing with Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested” (directly of indirectly) in 1 per cent. or more of any class of “relevant securities” of the Company, all “dealings” in any “relevant securities” of the Company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of the Company by Nordic Panorama AS or by any of its “associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.

“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative reference to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, you should consult the Panel.

12. Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

“AIM” The AIM Market of the London Stock Exchange;

“Canada” Canada, its provinces, territories and all areas subject to its jurisdiction;

“Cash Offer” £55.80 per Share;

“City Code” the City Code on Takeovers and Mergers;

“Company” Nordic Panorama Plc registered in England and Wales under number 148798;

“Japan” Japan, its cities, prefectures, territories and possessions;

“Independent Directors” Norman Lott and Alex Borrelli”

“Offer” the recommended cash offer by Nordic Panorama AS to acquire the Shares comprising the Cash Offer and the Share Offer, and on the terms set out in the Offer Document and where relevant the form of acceptance including, where the context requires, any subsequent revision, variation, extension or renewal of such offer;

“Offer Document” the formal offer document to be sent to Company shareholders setting out the terms of the Offer;

“Offer Price” £55.80 per Share;

“Offeror” Nordic Panorama AS, a limited liability company incorporated in Norway with registered number 992 860 790 and whose registerd office is at Holmenkollveien125B, 787 Oslo, Norway;

“Offeror Associates” T Stykket Eiendom AS, PJ Vradal Invest AS, Henning Johnsen and Kjetil Johnsen;

“Shares” and “Share” the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of £500 each in the capital of the Company and any further shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes (excluding, for the avoidance of doubt, treasury shares) and “Share” shall mean any one of the Shares;

“Share Offer” one new share in the Offeror for each Share;

“Shareholders” the shareholders of the Company;

“Takeover Panel” the Panel on Takeovers and Mergers;

“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland; and

“United States” the United States of America, its territories or possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdictions.


The directors of Nordic Panorama AS accept full responsibility for the information contained in this announcement.

Enquiries:

Nordic Panorama AS
Geir Kjaernes 0047 957 52 020

CV Capital LLP
Ralph O’Beirne 020 7509 9000

Nordic Panorama Plc
Norman Lott 07990 502496

IAF Capital Limited
Gary Pinkerton 020 3159 5196

This announcement has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by CV Capital LLP, of Russell Square House, 10/12 Russell Square, London WC1B 5LF.

CV Capital LLP, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Nordic Panorama AS in relation to the Offer and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to the customers of CV Capital LLP or for advising them on the contents of this announcement or any other matter in relation to the Offer.

IAF Capital Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Nordic Panorama Plc (for the purposes of Rule 3 of the City Code on Takeovers and Mergers) in relation to the Offer and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to the customers of IAF Capital Limited or for advising them on the contents of this document or any other matter in relation to the Offer.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SELL OR BUY OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR, SELL OR BUY ANY SECURITIES, NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Offer will not be made in or into Australia, Canada, Japan, the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer will not be capable of acceptance by any means, instrumentality or facilities from or within Australia, Canada, Japan, the United States or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement and any other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from Australia, Canada, Japan or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction and all persons receiving this announcement and such documents (including custodians, nominees and trustees) must not mail or otherwise forward or distribute or send them in, into or from Australia, Canada, Japan or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Please note that addresses, electronic addresses and certain other information provided by Shareholders for the receipt of communications from the Company may be provided to the Offeror as required under the Section 4 of Appendix 4 to The City Code on Takeovers and Mergers.

The availability of the Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.