Offer Document 160310

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about this Offer you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Nordic Shares, please forward this document and the accompanying documentation as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. This document should not, however, be mailed or otherwise sent into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Nordic Shares, you should retain this document. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

CV Capital LLP, which is authorised and regulated by the Financial Services Authority, has approved this document for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) and 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 document 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.

Recommended Offer
by
Nordic Panorama AS
for the whole of the issued ordinary share capital of
Nordic Panorama Plc
Your attention is drawn to the letter from the Nordic Independent Directors, set out in Part I of this document, which includes, inter alia, the unanimous recommendation of the Nordic Independent Directors that you accept the Offer.

The procedure for acceptance of the Offer is set out on pages 19 to 40 of this document and in the Form of Acceptance. To accept the Offer the Form of Acceptance must be completed, signed and witnessed (in the case of an individual) in accordance with the instructions printed thereon and returned as soon as possible and, in any event, so as to be received by the Receiving Agent, Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, by no later than 1.00 p.m. (London time) on 6 April 2010. Forms should be delivered by post or (during normal business hours only) by hand to Neville Registrars Limited at Neville House 18 Laurel Lane, Halesowen, West Midlands B63 3DA.

The Offer is not being made, directly or indirectly, in or into, and is not capable of acceptance in or from the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the laws of such jurisdiction. The availability of the Offer to Nordic Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Nordic Shareholders who are not so resident should inform themselves of, and observe any applicable legal or regulatory requirements in their jurisdiction. Accordingly, copies of this document are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from such jurisdictions. Custodians, nominees and trustees should observe these restrictions and should not send or distribute documents in, into or from the United States, Australia, Canada, the Republic of South Africa or Japan. Further information for Overseas Shareholders is set out in paragraph 6 of Part A of Appendix I to this document. Any person (including, without limitation, any nominee, trustee or custodian) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this document to any jurisdiction outside of the United Kingdom should read that paragraph before taking any action.

This document should be read in conjunction with the Form of Acceptance.

This document does not constitute an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation is unlawful. This document and the accompanying documents have been prepared for the purposes of complying with English law, and the City Code, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

If you require assistance on the completion of the Form of Acceptance or how to accept the Offer, please telephone Neville Registrars on 0121 585 1131 or if calling from outside the UK, on +44 121 585 1131 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Neville Registrars cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

THE CLOSING DATE OF THE OFFER IS 1.00 p.m. (LONDON TIME) ON 6 April 2010.
IMPORTANT NOTICE
The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Nordic Panorama Plc or Nordic Panorama AS except where otherwise stated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of Nordic Panorama Plc and Nordic Panorama AS and certain plans and objectives of the board of directors of Nordic Panorama Plc and Nordic Panorama AS. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Nordic Panorama Plc and Nordic Panorama AS in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in, or implied by, such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. No director of Nordic Panorama Plc and Nordic Panorama AS assumes any obligation to update or correct the information contained in this document.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code if any person is, or becomes, “interested” (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of Nordic Panorama AS or Nordic Panorama Plc, all “dealings” in any “relevant securities” of that 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 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 Nordic Panorama AS or Nordic Panorama Plc, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all “dealings” in “relevant securities” of Nordic Panorama AS or Nordic Panorama Plc by Nordic Panorama AS or Nordic Panorama Plc or by any of their respective “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 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 referenced to, securities.
Terms appearing in the previous two paragraphs 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 of the City Code, you should consult the Panel.


The following information should be read in conjunction with the full text of this document from which it is derived:
HOW TO ACCEPT THE OFFER
• If you hold Nordic Shares in certificated form (that is, not in CREST):
1. Complete the enclosed Form of Acceptance in accordance with the instructions set out in paragraph 7 of the letter from the Independent Directors set out in Part I of this document.
2. Return the completed Form of Acceptance (along with any share certificates or other documents of title) using the enclosed reply-paid envelope as soon as possible and, in any event, so as to be received no later than 1.00 p.m. on 6 April 2010, by Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA or by hand only (during business hours) at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA
3. If you require assistance, telephone the Receiving Agent, Neville Registrars Limited on 0121 585 1131 (or on +44 121 585 1131 if telephoning from outside the UK)

• If you hold Nordic Shares in uncertificated from (that is, in CREST):
Acceptance should be made electronically through CREST so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 6 April 2010.


CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5
OFFER STATISTICS 5
DIRECTORS AND ADVISERS 6
PART I LETTER FROM THE INDEPENDENT DIRECTORS OF NORDIC PANORAMA PLC 8
PART II LETTER FROM THE BOARD OF NORDIC PANORAMA AS 13
APPENDIX I Further terms of the Offer and Form of Acceptance 26
PART A: Further terms of the Offer 26
PART B: Form of Acceptance 41
PART C: Electronic Acceptances 46
PART D: The Cash Offer 51
APPENDIX II Financial Information relating to Nordic 53
APPENDIX III Financial Information relating to Nordic Panorama AS 58
APPENDIX IV City Code Rule 24.10 Valuation by CV Capital LLP 59
APPENDIX V Additional Information 62
APPENDIX VI Definitions 72


EXPECTED TIMETABLE OF PRINCIPAL EVENTS




Announcement of Offer 16 March 2010

Offer Document posted to Shareholders 16 March 2010

First closing date of Offer 6 April 2010



References to times in this document are to London time (unless otherwise stated).



OFFER STATISTICS

The Offer

1 New Bidco Share for each Nordic Share
or
£55.80 for each Nordic Share

Number of existing Nordic Shares in issue 16,443

DIRECTORS AND ADVISERS
Nordic Directors PER CHRISTIAN VOSS (Non-Executive Chairman)
GEIR KJAERNES (Chief Executive)
NORMAN LOTT (Finance Director)
PETTER JOHNSEN (Operations Director)
KJETIL JOHNSEN (Executive Director)
ALEXANDER BORRELLI (Non-Executive Director)

Independent Directors NORMAN LOTT (Finance Director)
ALEXANDER BORRELLI (Non-Executive Director)

Registered office of Nordic 6 New Street Square
New Fetter Lane
London
EC4A 3BF

Rule 3 adviser to Nordic IAF Capital Limited
One Lyric Square
London
W6 0NB

Solicitors to Nordic DMH Stallard LLP
6 New Street Square
New Fetter Lane
London
EC4A 3BF

Bidco Directors GEIR KJAERNES (Chairman)
PETTER JOHNSEN (Board member)
PER CHRISTIAN VOSS (Board member)

Registered office of Bidco Kråkenesvegen 77
3853 Vrådal
Norway


Solicitors to Bidco Legalteam Advokatfirma DA
Klingenberggaten 5
Postboks 1969 Vika
0125 Oslo
Norway

Financial Adviser to Bidco CV Capital LLP
Russell Square House
10/12 Russell Square
London WC1B 5LF



Receiving Agent Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA



PART I
LETTER FROM THE INDEPENDENT DIRECTORS OF NORDIC PANORAMA PLC

Nordic Panorama Plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 00148798)

Independent Directors: Registered office:
NORMAN LOTT (Finance Director) 6 New Street Square
ALEXANDER BORRELLI (Non-Executive Director) New Fetter Lane London
EC4A 3BF

16 March 2010

To Nordic Shareholders

Dear Nordic Shareholder,

OFFER FOR NORDIC PANORAMA PLC

1. Introduction

It was announced today that agreement had been reached between the board of Nordic and the board of Bidco on the terms of a recommended share offer with a cash alternative to be made by Bidco to acquire all of the issued ordinary shares of £500 each in Nordic that Bidco and its associates do not already own.

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

The purpose of this letter is to explain the background to the Offer and the reasons why the Independent Directors, who have been advised by IAF Capital, consider the terms of the Offer to be fair and reasonable and accordingly, unanimously recommend Nordic Shareholders to accept the Offer.

2 Details of the Offer

The Offer is being made on the following basis:

1 New Bidco Share for each Nordic Share

or

£55.80 cash for each Nordic Share

In this document the offer of 1 Bidco share for each Nordic Share is called the “Share Offer” and the offer of £55.80 for each Nordic Share is called the “Cash Offer”.

Further details of the Offer can be found in the letter from Bidco set out in Part II of this document.

3. Background to the Offer

The Nordic Shares were re-admitted to trading on AIM on 5 January 2007 following the reverse acquisition of Maisha PLC. Since that time, the Directors 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 reviewed the benefit of the Nordic 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 Ordinary Shares; and
• disproportionate costs and regulatory burdens associated with maintaining admission to AIM.

The Directors concluded that it was no longer in the best interests of the Company or its shareholders to maintain admission to AIM of the Nordic 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 Nordic 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 Nordic has also taken into account that the Bidco 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.

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.

4. Current trading and prospects

On 10 September 2008, Nordic announced its unaudited interim results for the six months ended 30 June 2008 which showed group revenue of £3.64 million and profit before taxation of £380,000; net assets at that date amounted to £3.15 million. Nordic has not published its annual report and accounts in respect of the year ended 31 December 2008. The audited results of Nordic's principal operating subsidiary for the year ended 31 December 2008 were published in Norway which showed revenue of NOK 72.95 million (£7.78 million) and profit before taxation of NOK 3.63 million (£387,000); net assets at that date amounted to NOK 31.44 million (£3.35 million). Nordic's consolidated results for the period would take into account central costs which the Nordic Directors estimate amount to approximately £203,000.

The Nordic Directors believe that there has been no material change to the trading performance of Nordic which, based on current management accounts and their expectations, continues to operate at similar levels to the financial results reported by Nordic's principal operating subsidiary for the year ended 31 December 2008 together with a similar level of central costs.

5. Management and employees and future intentions for the Company

The Bidco Directors have given assurances to the Independent Directors that, following the closing of the Offer, the existing employment rights, including pension rights, of all employees and management of the Company and Vradal Panorama AS will be fully safeguarded. However, Bidco has confirmed that following the Offer Period it is its intention to acquire the shares in Vradal from Nordic.

Following the Offer Nordic will pay a dividend equivalent to the value of Vradal but this shall not be greater than the Cash Offer. Once the shares in Vradal have been transferred to Bidco Nordic will then be placed into members’ voluntary liquidation. Bidco, Vradal and PJ Vradal Invest AS (the sole shareholder of Bidco) have given an indemnity to the Company, the Directors and the Company’s solicitors, DMH Stallard LLP, that they will provide all funds necessary to the Company to ensure that its creditors are paid in full following its liquidation.

6. United Kingdom taxation

Your attention is drawn to paragraph 9 of the letter from Bidco in Part II of this document headed “United Kingdom Taxation”. If you are in any doubt as to your tax position, or if you are subject to taxation outside the United Kingdom, you should consult with your independent professional adviser immediately.

7. Actions to be taken to accept the Offer

Your attention is further drawn to the letter from the directors of Bidco in Part II of this document, to Appendix I of this document and also (in respect of Nordic Shares held in certificated form) to the accompanying Form of Acceptance, which together contain the full terms and conditions of the Offer and, in particular, to the procedure for acceptance of the Offer, which is set out in paragraph 11 of the letter from the directors of Bidco in Part II of this document.

Your decision as to whether to accept the Offer will depend on your individual circumstances.

If you are in any doubt as to the action you should take, you should seek your own independent financial advice from your stockbroker, solicitor, accountant or other independent professional adviser, duly authorised pursuant to the FSMA.

(a) Nordic Shares held in certificated form

In order to accept the Offer, you should complete and return your Form of Acceptance together with your definitive share certificate(s), in accordance with the instructions set out in the Form of Acceptance and in Part B and (where applicable) Part D of Appendix I of this document as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 6 April 2010 by Neville Registrars Limited at Neville House of 18 Laurel Lane, Halesowen, West Midlands B63 3DA.

(b) Nordic Shares held in uncertificated form (that is, in CREST)

If you hold your Nordic Shares in uncertificated form, you should NOT return the Form of Acceptance but instead you should ensure that an Electronic Acceptance is made in accordance with the instructions set out in Part C and (where applicable) Part D of Appendix I of this document and settled as soon as possible and, in any event, by no later than 1.00 p.m. on 6 April 2010.

If you are in any doubt as to the procedure for acceptance of the Offer (including any further assistance on how to complete the Form of Acceptance) or should you require additional copies of the Form of Acceptance, please telephone Neville Registrars Limited, the Receiving Agent, on 0121 585 1131 or, if calling from outside the United Kingdom, on +44 121 585 1131. Neville Registrars Limited cannot provide advice on the merits of the Offer or give any financial, legal or tax advice. If you are in any doubt about the Offer or action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or if not, from another appropriate authorised independent financial adviser.

8. Independent Directors’ Recommendation

The Nordic Independent Directors, who have been so advised by IAF Capital, in its capacity as the Rule 3 adviser to Nordic, 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 Nordic Independent Directors, IAF Capital has taken into account the commercial assessments of the Nordic 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 Nordic 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:

o This may be shareholders only opportunity to realise their investment for a considerable time;

o There is no trading facility for Bidco Shares;

o The Bidco Shares are in a Norwegian company and shareholders may not be familiar with Norwegian corporate law; and

o Shareholders who are not the Bidco 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 NORDIC THAN THE OFFER OF SHARES IN THE OFFEROR AND THEREFORE UNANIMOUSLY RECOMMEND THAT NORDIC SHAREHOLDERS ACCEPT THE CASH OFFER.

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

Yours faithfully

Norman Lott
Alex Borrelli

Independent Directors

PART II
LETTER FROM THE BOARD OF NORDIC PANORAMA AS
Kråkenesvegen 77, 3853 Vrådal, Norway
16 March 2010
To: Nordic Shareholders
Dear Nordic Shareholder,
OFFER FOR NORDIC PANORAMA PLC
1. Introduction

Earlier today, the Nordic Independent Directors and Bidco announced that they had reached agreement on the terms of a recommended offer to be made by Bidco to acquire the entire issued and to be issued equity share capital of Nordic.
The Offer is being made by way of a share offer or cash offer so that Nordic Shareholders shall be offered the opportunity to receive either Bidco Shares or cash in consideration for and in proportion to their holdings of Nordic Shares.
The Offer values the existing issued equity share capital of Nordic at approximately £920,000 at the date of this document.
This letter and the Appendices to this document contain the formal terms of the Offer and are accompanied by and should be read in conjunction with the Form of Acceptance.
Your attention is drawn to the letter from the Nordic Independent Directors set out in Part I of this document, which sets out the reasons why the Nordic Independent Directors, who have been so advised by IAF Capital, in its capacity as Rule 3 adviser, consider the terms of the Offer to be fair and reasonable and why the Nordic Independent Directors unanimously recommend that Nordic Shareholders accept the Cash Offer.
2. The Offer

Bidco offers to acquire, on the terms set out below in Appendix I to this document and (for Nordic Shares held in certificated form) in the accompanying Form of Acceptance, the entire issued ordinary share capital of Nordic, on the following basis:
1 New Bidco Share for each Nordic Share
or
£55.80 for each Nordic Share
The Offer is made in respect of all issued Nordic Shares and any further Nordic 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 Appendix I of this document, until 1.00 p.m. on 6 April 2010.
Nordic Shareholders are not required to accept the Offer. If you wish to remain a shareholder in Nordic, you should not return the Form of Acceptance or take any other action.
Nordic Shares which are the subject of a valid acceptance of the Offer will be acquired fully paid, free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching to them from 6 April 2010, including without limitation, voting rights and the right to receive and retain in full all dividends and other distributions, if any, announced, declared, made or payable from such time.
The Offer values the total issued share capital of Nordic at approximately £920,000 (assuming that no further Nordic Shares are issued).
The New Bidco Shares to be issued pursuant to the Offer will represent 100 per cent. of the Enlarged Issued Share Capital, assuming full acceptance of the Offer and that there are no acceptances of the Cash Offer. The New Bidco Shares will be allotted and issued credited as fully paid and will, on issue, rank pari passu with the Bidco Shares in issue at the time that the New Bidco Shares are allotted and issued, including the right to receive and retain all dividends, interest, capital, redemption and other distributions declared, made or paid after their issue in respect of the ordinary share capital of Bidco.
In accordance with Rule 24.10 of the City Code, CV Capital LLP has valued the New Bidco Shares such that if the New Bidco Shares had been in issue as at 15 March 2010 (being the latest practicable day prior to the publication of this document), the estimated value of one New Bidco Share would be between £30 and £55 with a mid point of £42.50. Your attention is drawn to the letter from CV Capital LLP in Appendix IV to this document.
Further terms of the Offer are set out in Appendix I to this document and in the Form of Acceptance.
3. Cash Offer

Acceptances of the Cash Offer by all Nordic Shareholders who have not provided irrevocable undertakings pursuant to which they intend to accept the Share Offer (details of which are set out in paragraph 7 below) 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.
The Cash Offer will remain open for acceptance, subject to the provisions of Appendix I of this document, until 1.00 p.m. on 6 April 2010 (i.e. the First Closing Date). As Bidco has irrevocable undertakings from shareholders to accept the Offer representing over 95 per cent. of the voting rights in Nordic, the Offer will be unconditional from the outset. Although no revision is envisaged, Bidco may, in its absolute discretion, elect either to extend the Offer to a later date (in which case all references in this document and the Form of Acceptance to 6 April 2010 shall be deemed to refer to the expiry date of the Offer as so extended) or, alternatively close the Cash Offer even if the Share Offer remains open at such time.
Accordingly any Nordic Shareholders considering an election for the Cash Offer should take the above factors into account and are recommended to take action before the First Closing Date to be certain of receiving the Cash Offer before the Offer closes.
4. Background to and reasons for the Offer

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

The conditions insofar as the Company is concerned which resulted in the decision to delist from AIM have not changed and as all the trading operations of the Company are carried out through its Norwegian subsidiary, Vradal, the cost of holding the assets through a UK holding company is no longer in the best interests of the Company or the shareholders. Consequently the purpose of the Offer is to put ownership of the Company into another Norwegian company, Bidco, following which the shares in Vradal will be transferred by Nordic to Bidco. A final dividend will be paid to Shareholders by Nordic, although this will not be greater than the Cash Offer and then Nordic will be placed into members voluntary liquidation. Bidco, Vradal and PJ Vradal Invest AS (the sole shareholder of Bidco) have given an indemnity to the Company, the Directors and the Company’s solicitors, DMH Stallard LLP, that they will provide all funds necessary to the Company to ensure that its creditors are paid in full following its liquidation.

It is not intended that the business of Vradal will change.

The Bidco Associates or their connected persons hold 95.65% of the Nordic Shares and have undertaken to accept the Share Offer. It is recognised that after delisting from AIM the remaining Shareholders have had very limited opportunities to realise their investment and consequently the Cash Offer is being offered to allow Shareholders to exit the Company for cash should they so wish.

The Bidco Directors have given assurances to the Independent Directors that, following the closing of the Offer, the existing employment rights, including pension rights, of all employees and management of the Company and Vradal will be fully safeguarded.

5. Information on Nordic

Nordic 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.
6. Information on Bidco

Bidco was incorporated on 3 June 2008 under the laws of Norway. Bidco 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.
On 8 October 2009 the shareholders meeting of Bidco resolved to change the articles of association of Bidco in order to change the name from Gero Paper AS to Nordic Panorama AS.
Further the shareholders meeting resolved to include a provision in the articles of association allowing the shares in Bidco to be freely transferable without any right of first refusal provisions.
However, a transfer of shares in Bidco is still subject to board approval (such approval not to be unreasonably withheld).
On 3 November 2009 the shareholders meeting of Bidco resolved to change the Articles of Association of Bidco in order to reflect the new business address of Bidco, as well as changing the signatory provision in Bidco.
Bidco was incorporated with a registered share capital of NOK 100,000 divided on 100,000 shares, each with a face value of NOK 1. Shareholders are entered into in Bidco’s share register, which is kept and maintained by Bidco. There are no physical share certificates.
Upon completion of the Offer, the aforementioned share capital in Bidco will be reduced to 0, and the amount of outstanding shares in Bidco will equal the New Bidco Shares.
On 8 March 2010 the shareholders meeting in Bidco resolved to reduce the share capital in Bidco to 0, by repayment of the paid in share capital to its sole shareholder PJ Vradal Invest AS. This capital reduction is done without notice period under applicable Norwegian company law, as the company has as of the same date resolved to issue up to 16,443 New Bidco Shares which will serve as consideration under the Offer.
As of the date of this Offer Bidco is 100 per cent owned by PJ Vradal Invest AS, a company which is owned by Petter Johnsen (94 per cent), Kjetil Johnsen (3 per cent) and Henning Johnsen (3 per cent).
As Bidco is a Norwegian Limited Liability Company, the rights as a shareholder in Bidco may differ from shareholder’s rights in Nordic. Below is a short summary of key elements with respect to shareholder’s rights in a Norwegian Limited Liability Company.
Subject to the terms of a company’s articles of association, the Norwegian Private Limited Companies Act provides that each outstanding share shall represent a right to one vote.
As a general rule, resolutions that shareholders are entitled to make pursuant to Norwegian law or the company’s articles of association require approval by a simple majority of the votes cast.
In the case of election of directors to the board of directors, the persons who obtain the most votes cast are deemed elected to fill the positions up for election. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights in connection with any share issue, to approve a merger or demerger, to amend the company’s articles of association, to authorise an increase or reduction in the share capital, to authorise an issuance of convertible loans or warrants or to authorise the board of directors to purchase the company’s shares or to dissolve the company, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a shareholders’ meeting.
Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares receives the approval of the holders of such shares or class of shares as well as the majority required for amendments to the company’s articles of association. Decisions that (i) would reduce any shareholder’s right in respect of dividend payments or other rights to the assets of the company or (ii) restrict the transferability of the shares require a majority vote of at least 90 per cent of the share capital represented at the general meeting in question as well as the majority required for amendments to the company’s articles of association.
Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amendments to the company’s articles of association. Pursuant to the Norwegian Private Limited Companies Act, the shares have equal rights to the company’s profits, in the event of liquidation, and to receive dividends unless all the shareholders approve otherwise. Under Norwegian law, no interim dividends may be paid in respect of a financial period in respect of which audited financial statements have not been approved by the annual general meeting of shareholders, and any proposal to pay a dividend must be recommended or accepted by the directors and approved by the shareholders at a general meeting. The shareholders at an annual general meeting may vote to reduce (but not to increase) the dividends proposed by the board of directors. All shareholders that are shareholders at the time of the general meeting making its resolution are entitled to dividend. The New Bidco Shares will have the right to dividends from the date of registration of the share capital increase with the Norwegian Register of Business Enterprises.
7. Undertakings

The Bidco Associates intend to accept the Share Offer, and not the Cash Offer, in respect of their own beneficial holdings of Nordic 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 Offer of Bidco Shares, and not the Cash Offer, in respect of in aggregate 15,727 Nordic 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 Nordic.
These undertakings will cease to be binding only if the Offer lapses or is withdrawn, and remain binding in the event that a higher competing offer for Nordic is made.
8. Compulsory acquisition

If Bidco receives acceptances under the Offer in respect of 90 per cent. or more of the Nordic Shares to which the Offer relates, excluding the 15,727 Nordic Shares for which undertakings have been given, Bidco intends to exercise its right pursuant to the provisions of sections 974 to 991 (inclusive) of the Act to acquire compulsorily the remaining Nordic Shares in issue on the same terms of the Offer.
9. United Kingdom Taxation

The following statements are intended as a general guide to the position under current UK tax legislation and HMRC practice as at the date of this document and relate only to certain limited aspects of the taxation position of Nordic Shareholders who are resident (or, in the case of individuals, resident or ordinarily resident) in the UK for tax purposes, who hold their Nordic Shares as an investment (and not to be realised in the course of a trade) and who are the absolute beneficial owners of their Nordic Shares.
Liability to taxation will depend upon the individual circumstances of each Nordic Shareholder. If you are in any doubt as to your own tax position, you should consult an appropriate independent professional adviser.
Acceptance of the Offer will constitute a disposal of Nordic Shares for the purposes of UK taxation of chargeable gains (“CGT”). Such a disposal may, depending on the individual circumstances of Nordic Shareholders and subject to any available allowances, exemptions or reliefs give rise to a liability to CGT.
No stamp duty or stamp duty reserve tax will be payable by Nordic Shareholders as a result of accepting the Offer.
10. Overseas Shareholders

The attention of Overseas Shareholders and any persons (including, without limitation, any nominee, trustee or custodian) who would, or otherwise intend to, or who may have a contractual or legal obligation to forward this document and the accompanying documents to any person outside the United Kingdom is drawn to (in respect of certificated Nordic Shares) paragraph 6 of Part A, paragraph (b) of Part B and (in respect of uncertificated Nordic Shares) paragraph (c) of Part C and, where relevant, Part D of Appendix I to this document and (in respect of certificated Nordic Shares) to the relevant provisions of the Form of Acceptance.
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your legal adviser in the relevant territory without delay.
The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa.
Accordingly, copies of this document and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving this document and any related document (including, without limitation, nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Accordingly, any Accepting Nordic Shareholder who is unable to give the warranties set out in paragraph (b) of Part B and Part D or paragraph (c) of Part C and Part D of Appendix I to this document may be deemed not to have validly accepted the Offer.
11. Procedure for acceptance of the Offer

To accept the Offer, if your Nordic Shares are in certificated form (i.e. not in CREST) you must complete, sign, have witnessed (in the case of an individual or, in certain cases, a company) and return the accompanying Form of Acceptance together with your share certificate(s) in accordance with the instructions in paragraph 11(a) below and the instructions printed on the Form of Acceptance or, if your Nordic Shares are in uncertificated form (i.e. in CREST), you must instead submit a TTE Instruction and comply with the instructions in paragraph 11(b) below. This paragraph 11 should be read together with (in respect of certificated Nordic Shares) Part B of Appendix I to this document and the notes on the Form of Acceptance and (in respect of uncertificated Nordic Shares) Part C of Appendix I to this document.
(a) Nordic Shares in certificated form (that is, not in CREST)
If all of your Nordic Shares are in uncertificated form (that is, in CREST), you need not read this sub-paragraph 11(a).
You should note that, if you hold Nordic Shares in certificated form under different designations, you should complete a separate Form of Acceptance in respect of each designation.
Additional Forms of Acceptance for this purpose will be available whilst the Offer remains open for acceptance from Neville Registrars Limited, by post or in person (during normal business hours only) at Neville House,18 Laurel Lane, Halesowen, West Midlands B63 3DA,or by telephone between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on 0121 585 1131 or, if calling from outside the United Kingdom, on +44 121 585 1131. Neville Registrars Limited cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.
(i) To accept the Share Offer
To accept the Offer in respect of certificated Nordic Shares, you must complete Box 2 and, if appropriate, Boxes 4, 5 and 6 and sign Box 3 of the Form of Acceptance in the presence of an independent witness who (in the case of an individual) must also complete Box 3. Corporate Nordic Shareholders should execute the Form of Acceptance in the manner described therein. If you do not insert a number in Box 2 of the Form of Acceptance or you insert a number greater than your registered holding of Nordic Shares in certificated form, a valid acceptance will be deemed to have been made in respect of all Nordic Shares in certificated form held by you, and that the acceptance is of the Share Offer rather than for the Cash Offer.
(ii) To accept the Cash Offer
To accept the Cash Offer in respect of your Nordic Shares in certificated form you must complete Box 1 and, if appropriate, Boxes 4, 5 and 6 and sign Box 3 of the Form of Acceptance in the presence of an independent witness who (in the case of an individual) must also complete Box 3. Corporate Nordic Shareholders should execute the Form of Acceptance in the manner described therein. If you do not insert a number in Box 1 of the Form of Acceptance or you insert a number greater than your registered holding of Nordic Shares in certificated form, a valid acceptance will be deemed to have been made in respect of all Nordic Shares in certificated form held by you, and that the acceptance is of the Cash Offer rather than for the Share Offer. An acceptance of the Cash Offer will not be valid unless, by not later than 1.00 p.m. on 6 April 2010 (i) Neville Registrars Limited has received the relevant Form of Acceptance, correctly completed in all respects; and (ii) Neville Registrars Limited has received all relevant share certificate(s) and/or other document(s) of title.
(iii) Return of Form of Acceptance
To accept the Offer in respect of certificated Nordic Shares, the accompanying Form of Acceptance must be completed, signed, witnessed (in the case of an individual or, in certain cases, a company) and returned, together with your share certificate(s), and/or other document(s) of title, by post or by hand (during normal business hours only) to Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and, in any event, so as to be received not later than 1.00 p.m. on 6 April 2010. The instructions printed on the Form of Acceptance shall be deemed to form part of the terms of the Offer. A reply-paid envelope is enclosed for your convenience and may be used for returning the Form of Acceptance from within the UK only. No acknowledgement of receipt of documents will be given.
Any Form of Acceptance received in an envelope postmarked in a Restricted Jurisdiction or otherwise appearing to Bidco or its agents to have been sent from any of those countries will not, unless otherwise determined by Bidco in its absolute discretion, constitute a valid acceptance of the Offer in respect of certificated Nordic Shares. For further information on Overseas Shareholders please see paragraph 6 of Part A of Appendix I to this document.
(iv) Share certificate(s) and document(s) of title not readily available or lost
If your Nordic Shares are in certificated form but your share certificate(s) and/or other document(s) of title are not readily available or are lost, the Form of Acceptance should nevertheless be completed, signed, witnessed (in the case of an individual or, in certain cases, a company) and returned as set out above so as to be received not later than 1.00 p.m. on 6 April 2010, together with any share certificate(s) and/or other document(s) of title that you may have available, accompanied by a letter stating that the balance will follow or that you have lost one or more of your share certificate(s) and/or other documents of title. The other certificate(s) and/or other documents(s) of title should be forwarded as soon as possible thereafter. No acknowledgement of receipt of documents will be given.
If you have lost your share certificate(s) and/or other document(s) of title, you should write to Nordic’s registrars, Capita at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU for a letter of indemnity in respect of the lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned by post or by hand (during normal business hours only), to Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA.
(v) Deposits of Nordic Shares into, and withdrawal of Nordic Shares from, CREST
Normal CREST procedures (including timings) apply in relation to any Nordic Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Offer (whether such conversion arises as a result of a transfer of Nordic Shares or otherwise). Nordic Shareholders who are proposing to convert any such shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the shares as a result of the conversion to take all necessary steps in connection with an acceptance of the Offer (in particular, as regards delivery of share certificates and/or other documents of title as described in paragraph 11(a)(iv) above or transfers to an escrow balance as described in paragraph 11(b)(i) or (ii) below) prior to 1.00 p.m. on 6 April 2010.
(vi) Validity of acceptances
Subject to the provisions of the City Code and without prejudice to Parts A, B, C and D of Appendix I to this document, Bidco reserves the right to treat as valid in whole or in part any acceptance of the Offer in respect of certificated Nordic Shares which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. The consideration payable in respect of such acceptances under the Offers will not be paid until the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to Bidco have been received.
(b) Nordic Shares held in uncertificated form (that is, in CREST)
If all of your Nordic Shares are in certificated form (that is, not in CREST), you need not read this sub-paragraph 11(b).
To accept the Share Offer or the Cash Offer in respect of uncertificated Nordic Shares, you should take (or procure the taking of) the action set out below to transfer the Nordic Shares in uncertificated form in respect of which you wish to accept the Share Offer or the Cash Offer to the appropriate escrow balances, specifying Neville Registrars Limited (in its capacity as a CREST participant under the Escrow Agent Participant ID referred to below) as the Escrow Agent, as soon as possible and in any event so that the TTE Instruction settles not later than 1.00 p.m. on 6 April 2010. Note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is non-operational) and you should therefore ensure that you time the input of any TTE Instruction(s) accordingly.
The input and settlement of a TTE Instruction in accordance with this paragraph 11(b) will (subject to satisfying the requirements set out in Part A, Part C and, where relevant, Part D of Appendix I to this document) constitute an acceptance of the Offer in respect of the number of Nordic Shares in uncertificated form so transferred to escrow.
If you are a CREST sponsored member you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to your Nordic Shares in uncertificated form.
After settlement of a TTE Instruction you will not be able to access the Nordic Shares concerned in CREST for any transaction or charging purposes unless the Offer lapses or is withdrawn. At the end of the Offer Period the Escrow Agent will transfer the Nordic Shares concerned to itself in accordance with paragraph (c)(i) of Part C of Appendix I to this document. You are recommended to refer to the CREST manual published by Euroclear for further information on the CREST procedures outlined below.
You should note that Euroclear does not make available special procedures for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Nordic Shares in uncertificated form to settle prior to 1.00 p.m. on 6 April 2010. In connection with this you are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
(i) To accept the Share Offer in respect of your Nordic Shares in uncertificated form
To accept the Offer in respect of Nordic Shares in uncertificated form you should send (or if you are a CREST sponsored member, procure that your CREST sponsor sends) to Euroclear a TTE Instruction in relation to such shares.
A TTE Instruction to Euroclear must be properly authenticated in accordance with Euroclear’s specifications for transfers to escrow and must contain the following details:
- the ISIN number of the Nordic Shares. This is GB00B3ZMXP77;
- the number of Nordic Shares in uncertificated form in respect of which you wish to accept the Offer;
- your participant ID;
- your member account ID;
- the participant ID of the Escrow Agent. This is 7RA11;
- the member account ID of the Escrow Agent for acceptance of the Offer. This is SHARES for the Share Offer;
- the corporate action number of the Offer which is allocated by Euroclear and can be found by reviewing the relevant corporate action details in CREST;
- the intended settlement date. This should be as soon as possible and, in any event not later than 1.00 p.m. on 6 April 2010;
- input with standard delivery instruction priority of 89; and
- contact name and telephone number inserted in the shared note field.
(ii) To accept the Cash Offer in respect of your Nordic Shares in uncertificated form
To accept the Cash Offer in respect of Nordic Shares held in uncertificated form, you should send (or if you are a CREST personal member, procure that your CREST sponsor sends) to Euroclear an alternative TTE Instruction in relation to such shares by adopting the same procedures as apply in respect of a TTE Instruction for the Share Offer but with the following variations:
- in the field relating to the number of Nordic Shares in uncertificated form to be transferred to escrow, you should insert the number of Nordic Shares in respect of which you wish to make an election under the Cash Offer; and
- you must provide the member account ID of the Escrow Agent for acceptances of this Offer. This is CASH for the Cash Offer;
An election under the Cash Offer will not be valid unless by no later than 1.00 p.m. on 6 April 2010 a duly completed alternative TTE Instruction has been settled (subject to any extension of the Cash Offer as contemplated under paragraph 3 of this Part II).
(iii) Validity of acceptances
A Form of Acceptance which is received in respect of Nordic Shares held in uncertificated form will not constitute a valid acceptance of the Offer and will be disregarded. Holders of Nordic Shares in uncertificated form who wish to accept the Offer should note that a TTE Instruction will only be a valid acceptance of the Offer as at the relevant closing date if it has settled on or before that date.
(c) Overseas shareholders
The attention of Nordic Shareholders who are citizens or residents of jurisdictions outside the UK and any person including, without limitation, any nominee, trustee or custodian who may have an obligation to forward any documentation in connection with the Offer outside the UK is drawn to paragraph 6 of Part A of Appendix I to this document and (in respect of certificated Nordic Shares) the relevant provisions of the Form of Acceptance.
If you are in any doubt as to the procedure for acceptance, please contact Neville Registrars Limited by telephone between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on 0121 585 1131 or, if calling from outside the United Kingdom, on +44 121 585 1131. Neville Registrars Limited cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.
You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
12. Settlement

Nordic Shareholders should refer to paragraph 8 of Part A of Appendix I to this document.
13. Further Information

The Offer is subject to the further terms set out in Appendix I and in the Form of Acceptance. Your attention is drawn to the Appendices which contain further information and form part of this document.
14. Action to be taken

In order to accept the Offer, if you hold Nordic Shares in certificated form, in respect of all or some of your Nordic Shares, the Form of Acceptance must be completed in accordance with the instructions printed on it and returned, together with the relevant certificate(s), by post or (during normal business hours only) by hand to Neville Registrars Limited at Neville House,18 Laurel Lane, Halesowen, West Midlands B63 3DA to be received as soon as possible and, in any event, by no later than 1.00 p.m. on 6 April 2010. A reply-paid envelope for use in the United Kingdom only accompanies this document for your convenience.
To accept the Offer, if you hold your Nordic Shares in uncertificated form, you will need to accept the Offer electronically through CREST. You should take the action set out in paragraph 11(b) of this letter and ensure that the TTE Instruction settles no later than 1.00 p.m. on 6 April 2010.
If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser, duly authorised pursuant to the Financial Services and Markets Act 2000.
Yours faithfully
GEIR KJAERNES
PETTER JOHNSEN
PER CHRISTIAN VOSS

Directors of Nordic Panorama AS


APPENDIX I
Further terms of the Offer and Form of Acceptance
PART A: Further terms of the Offer
The following further terms apply to the Offer, unless the contrary is expressed or the context requires otherwise. Unless the context requires otherwise, any reference in Parts A, B, C, and D of this Appendix I and (in respect of certificated Nordic Shares) in the Form of Acceptance to:
(i) the “Offer” includes any revision, variation, renewal or extension of the Offer;
(ii) “acceptances of the Offer” includes deemed acceptances of the Offer; and
(iii) the “Offer Document” means this document and any other document containing the Offer; and
(iv) “Nordic Shareholders” means holders of Nordic Shares and includes reference to the person or persons (in respect of certificated Nordic Shares) executing a Form of Acceptance or the person or persons (in respect of uncertificated Nordic Shares) making an Electronic Acceptance and, in the event of more than one person executing a Form of Acceptance or making an Electronic Acceptance, the provisions of this Part A and, in relation to executing a Form of Acceptance only, Part B of this Appendix I and, in relation to making an Electronic Acceptance only, Part C of this Appendix I shall apply to them jointly and to each of them. References to the masculine gender shall include the feminine.
1. Acceptance period
(a) The Offer will initially be open for acceptance until 1.00 p.m. on 6 April 2010. As Bidco has irrevocable undertakings from shareholders to accept the Offer representing over 95.65 per cent. of the voting rights in Nordic, the Offer will be unconditional from the outset. In accordance with Rule 31.4 of the City Code, Bidco does not currently intend to keep the Offer open for acceptances following the first closing date of the Offer. Although no revision is envisaged, if the Offer is revised it will remain open for acceptance for a period of at least 14 days (or such other period as the Panel may permit) from the date on which written notification of the revision is posted to Nordic Shareholders. Except with the Panel’s consent, no revision of the Offer may be made or posted after 1 May 2010.
(b) The Offer, whether revised or not, shall not (except with the Panel’s consent) be kept open for acceptances after midnight on 15 May 2010 (or any earlier time and/or date beyond which Bidco has stated that the Offer will not be extended unless Bidco has, where permitted, withdrawn that statement or extended the Offer beyond the stated earlier date), provided that Bidco reserves the right, with the Panel’s consent, to extend the Offer to a later time(s) and/or date(s).
(c) If a competitive situation arises after Bidco has made a “no extension” statement and/or a “no increase” statement in relation to the Offer, Bidco may, if it specifically reserved the right to do so at the time such statement was made, or otherwise with the Panel’s consent, withdraw that statement and extend or revise the Offer (as appropriate) provided that it complies with the requirements of the City Code and, in particular, that:
(i) it announces such withdrawal and that it is free to extend or revise the Offer (as appropriate) as soon as possible (and in any event within four Business Days of the firm announcement of the competing offer or other competitive situation) and Nordic Shareholders are informed in writing at the earliest practicable opportunity or, in the case of Nordic Shareholders with registered addresses outside the UK or Nordic Shareholders whom Bidco knows to be a nominee, trustee or custodian holding Nordic Shares for such persons, by announcement in the UK; and
(ii) any Nordic Shareholders who accepted the Offer after the date of the “no extension” or “no increase” statement are given a right of withdrawal in accordance with paragraph 3(d) of this Part A. Bidco may, if it has reserved the right to do so, choose not to be bound by a “no increase” or a “no extension” statement if it would otherwise prevent the posting of an increased or improved offer (either as to the value or nature of the consideration offered or otherwise) which is recommended for acceptance by the Nordic Board or in other circumstances permitted by the Panel.
(d) If a competitive situation arises and is continuing on 6 April 2010, Bidco will enable holders of Nordic Shares in uncertificated form who have not already validly accepted the Offer but who have previously accepted the competing offer to accept the Offer by special form of acceptance to take effect on 27 April 2010. It shall be a condition of such special form of acceptance being a valid acceptance of the Offer that (i) it is received by Neville Registrars Limited on or before 27 April 2010; (ii) the relevant Nordic Shareholder shall have applied to withdraw his acceptance of the competing offer but that the Nordic Shares to which such withdrawal relates shall not have been released from escrow before 27 April 2010 by the escrow agent to the competing offer; and (iii) Nordic Shares to which the special form of acceptance relates are not transferred to escrow in accordance with the procedure for acceptance set out in the letter from the directors of Bidco set out in Part II of this document on or before 27 April 2010, but an undertaking is given that they will be so transferred as soon as possible thereafter. Nordic Shareholders wishing to use such forms of acceptance should apply to Neville Registrars Limited at Neville House,18 Laurel Lane, Halesowen, West Midlands B63 3DA between 9.00 a.m. and 5.00 p.m. on the business day preceding 27 April 2010 in order that such forms can be despatched. Notwithstanding the right to use such special form of acceptance, holders of Nordic Shares in uncertificated form may not use a Form of Acceptance (or any other purported acceptance form) for the purpose of accepting the Offer in respect of such shares.
(e) The Offer is made at 11.59 p.m. on 16 March 2010 and is capable of acceptance from that date and after that time. Copies of this document, the Form of Acceptance and any related documents are available from the Receiving Agent at the address set out in paragraph 3(a) of this Part A.
2. Announcements
(a) By 8.00 a.m. on the Business Day (the “relevant day”) following the day on which the Offer is due to expire or is revised or extended, as the case may be (or such later time(s) or date(s) as the Panel may agree), Bidco will make an appropriate announcement and simultaneously inform a Regulatory Information Service of the position. The announcement will also state (unless otherwise permitted by the Panel) the total number of Nordic Shares and rights over Nordic Shares (as nearly as practicable):
(i) for which acceptances of the Offer have been received;
(ii) acquired or agreed to be acquired by or on behalf of Bidco or any person acting in concert with it during the course of the Offer Period;
(iii) held by or on behalf of Bidco or any person acting in concert with it before the Offer Period; and
(iv) for which acceptances of the Offer have been received from any person acting in concert with Bidco,
and will specify the percentage of the Nordic Shares represented by each of these figures.
(b) In this Appendix I, references to the making of an announcement or the giving of notice by or on behalf of Bidco include the release of an announcement by public relations consultants or another third party, in each case on behalf of Bidco, to the press and the delivery by hand or telephone or facsimile or other electronic transmission of an announcement to a Regulatory Information Service. An announcement made otherwise than to a Regulatory Information Service shall be notified simultaneously to a Regulatory Information Service (unless otherwise agreed by the Panel).
3. Rights of withdrawal
(a) If Bidco fails to comply by 3.30 p.m. on the relevant day (as defined in paragraph 2(a) of this Part A) (or such later time(s) and/or date(s) as the Panel may agree) with any of the other requirements specified in paragraph 2(a) of this Part A, an accepting Nordic Shareholder may (unless the Panel agrees otherwise) immediately thereafter withdraw his acceptance of the Offer by written notice received by hand or by post by Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. This right of withdrawal may be terminated not less than eight days after the relevant day by Bidco complying with the other requirements specified in paragraph 2(a) of this Part A. Alternatively, in the case of Nordic Shares held in uncertificated form, withdrawals can be effected in the manner set out in paragraph 3(g) of this Part A. Subject to paragraph 1(c) of this Part A, this right of withdrawal may be terminated not less than eight calendar days after the relevant day by Bidco confirming, if that be the case, that the Offer Period is still open and complying with the other relevant requirements specified in paragraph 2(a) of this Part A. If any such confirmation is given, the first period of 14 calendar days referred to in paragraph 1(c) of this Part A will run from the date of that confirmation and compliance.
(b) If a “no extension” statement and/or a “no increase” statement has been withdrawn in accordance with paragraph 1(c) of this Part A, any Nordic Shareholder who accepted the Offer after the date of the statement may withdraw his acceptance in the manner referred to in paragraph 3(a) of this Part A, alternatively, in the case of Nordic Shares held in uncertificated form, withdrawals can be effected in the manner set out in paragraph 3(g) of this Part A or for a period of eight calendar days following the date on which the notice of the withdrawal of such statement is posted to Nordic Shareholders.
(c) Except as provided by this paragraph 3, acceptances under the Offer shall be irrevocable.
(d) In this paragraph 3, “written notice” (including any letter of appointment, direction or authority) means notice in writing bearing the original signature(s) of the relevant accepting Nordic Shareholder(s) or his/their agent(s) duly appointed in writing (evidence of whose appointment is produced with the notice in a form reasonably satisfactory to Bidco). E-mail or facsimile transmissions or copies will not be sufficient to constitute written notice. No notice which is postmarked in, or otherwise appears to Bidco or its agents to have been sent from a Restricted Jurisdiction will be treated as valid.
(e) If sufficient acceptances are received and/or sufficient Nordic Shares are otherwise acquired, Bidco reserves the right (but is not obliged) to apply the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any Nordic Shares not acquired or agreed to be acquired by or on behalf of Bidco pursuant to the Offer or otherwise.
(f) Nordic Shares in respect of which acceptances have been properly withdrawn in accordance with this paragraph 3 may subsequently be re-assented to the Offer by following one of the procedures described in Part II of this document at any time while the Offer remains open for acceptance.
(g) In respect of Nordic Shares held in uncertificated form, if withdrawals are permitted pursuant to paragraphs 3(a), 3(b), or 3(d) of this Part A, an Accepting Nordic Shareholder may withdraw his acceptance through CREST by sending (or, if a CREST sponsored member, procuring that his CREST sponsor sends) an ESA Instruction to settle in CREST in relation to each Electronic Acceptance to be withdrawn. Each ESA Instruction must, in order for it to be valid and settle, include the following details:
• the number of Nordic Shares to be withdrawn;
• the ISIN number of Nordic Shares. This is GB00B3ZMXP77;
• the member account ID of the Accepting Nordic Shareholder;
• the participant ID of the Accepting Nordic Shareholder;
•the participant ID of the Escrow Agent. This is 7RA11;
• the member account ID of the Escrow Agent. This is SHARES for the Share Offer and CASH for the Cash Offer;
• the CREST Transaction ID of the Electronic Acceptance to be withdrawn to be inserted at the beginning of the shared note field;
• input with standard delivery instruction priority of 89;
• the intended settlement date for the withdrawal; and
• the corporate action number of the Offer, which is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST.
Any such withdrawal will be conditional upon Neville Registrars Limited verifying that the withdrawal request is validly made. Accordingly, Neville Registrars Limited will on behalf of Nordic reject or accept the withdrawal by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept (AEAN) message.
4. Revised offer
(a) No revision of the Offer is envisaged. However, if the Offer (in its original or any previously revised form(s)) is revised (either in its terms and conditions or in the value or nature of the consideration offered or otherwise) and such revision represents on the date on which it is announced (on such basis as Bidco may consider appropriate) an improvement (or no diminution) in the value of the revised Offer compared with the consideration or terms previously offered or in the overall value received and/or retained by a Nordic Shareholder (under the Offer or otherwise), the benefit of the revised Offer will, subject to paragraphs 4(c), 4(d) and 6 of this Part A, be made available to any Nordic Shareholder who has accepted the Offer in its original or any previously revised form(s) (a “previous acceptor”). The acceptance of the Offer by or on behalf of a previous acceptor in its original or any previously revised form(s) shall, subject as provided in paragraphs 4(c), 4(d) and 6 of this Part A, be treated as an acceptance of the Offer as so revised and shall also constitute the separate appointment of Bidco and each of its directors as his attorney and/or agent with authority (i) to accept any such revised offer on behalf of such previous acceptor, (ii) if such revised offer includes alternative forms of consideration, to make such elections for and/or accept such alternative forms of consideration in the proportions such attorney and/or agent in his absolute discretion thinks fit, and (iii) to execute on behalf of and in the name of such previous acceptor all such further documents (if any) as may be required to give effect to such acceptances and/or elections. In making any such election and/or acceptance, such attorney and/or agent shall take into account the nature of any previous acceptances made by or on behalf of the previous acceptor and such other facts or matters as he may reasonably consider relevant.
(b) Subject to paragraphs 4(c) and 4(d) of this Part A, the powers of attorney and authorities conferred by this paragraph 4 and any acceptance of a revised Offer and/or any election(s) pursuant thereto shall be irrevocable unless and until the previous acceptor becomes entitled to withdraw his acceptance under paragraph 3 of this Part A and duly and validly does so.
(c) The deemed acceptance referred to in paragraph 4(a) of this Part A shall not apply, and the authorities conferred by that paragraph shall not be exercised, to the extent that a previous acceptor in respect of Nordic Shares in certificated form, lodges with Neville Registrars Limited, within 14 days of the posting of the document containing the revised Offer, a Form of Acceptance in which he validly elects to receive the consideration receivable by him under such revised Offer in some other manner than that set out in his original or any previous acceptance.
(d) The deemed acceptance referred to in paragraph 4(a) of this Part A shall not apply, and the authorities conferred by that paragraph shall not be exercised, if as a result thereof, the previous acceptor would (on such basis as Bidco may consider appropriate) thereby receive less in aggregate in consideration under the revised Offer than he would have received in aggregate as a result of acceptance of the Offer in the form in which it was previously accepted by him or on his behalf. The authorities conferred by paragraph 4(a) of this Part A shall not be exercised in respect of any election available under the revised Offer save in accordance with this paragraph.
(e) Subject to paragraphs 4(c) and (d) of this Part A, Bidco reserves the right to treat an executed Form of Acceptance or Electronic Acceptance (in respect of the Offer in its original or any previously revised form(s)) which is received (or dated) on or after the announcement of any revised Offer as a valid acceptance of the revised Offer and/or, where applicable, a valid election for or acceptance of any of the alternative forms of consideration. Such acceptances shall constitute an authority in the terms of paragraph 4(a) of this Part A, mutatis mutandis, on behalf of the relevant Nordic Shareholder.
5. General
(a) If the Offer lapses, it will cease to be capable of further acceptance and accepting Nordic Shareholders and Bidco will cease to be bound by Forms of Acceptance and Electronic Acceptances submitted before the time the Offer lapses.
(b) Except with the consent of the Panel, settlement of the consideration to which any Nordic Shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled as against such Nordic Shareholder.
(c) In respect of certificated Nordic Shares, the terms, provisions, instructions and authorities contained in the Form of Acceptance constitute part of the terms of the Offer. Words and expressions defined in this document have the same meanings when used in the Form of Acceptance, unless the context otherwise requires. The provisions of this Appendix I shall be deemed to be incorporated into and form part of the Form of Acceptance.
(d) All references in this document and in the Form of Acceptance to the First Closing Date or 6 April 2010 will (except in paragraph 1(b) of this Part A and paragraph 5(c) above and where the context otherwise requires) be deemed, if the expiry date of the Offer is extended, to refer to the expiry date of the Offer as so extended.
(e) References in paragraph 5 of this Part A, Part B and Part C of this Appendix I to a Nordic Shareholder will include references to the person or persons executing a Form of Acceptance or making an Electronic Acceptance and in the event of more than one person executing a Form of Acceptance, such paragraphs will apply to them jointly and severally.
(f) Any omission to despatch this document, the Form of Acceptance or any notice required to be despatched under the terms of the Offer to, or any failure to receive the same by, any person to whom the Offer is made, or should be made, will not invalidate the Offer in any way.
(g) Bidco reserves the right to treat acceptances of the Offer as valid if received by it or its agents at any place or places determined by them otherwise than as set out in this document or the Form of Acceptance.
(h) No acknowledgement of receipt of any Form of Acceptance or Electronic Acceptance, transfer by means of CREST, share certificate(s) or other document(s) of title will be given by, or on behalf of, Bidco. All communications, notices, certificates, documents of title and remittances to be delivered by, or sent to or from, Nordic Shareholders (or their designated agent(s)) will be delivered by or sent to or from them (or their designated agent(s)) at their own risk.
(i) The Offer extends to persons to whom the Offer is made or should be made to whom this document, the Form of Acceptance or any related documents may not be despatched and such persons may collect copies of these documents from Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA.
(j) Bidco reserves the right to notify any matter including the making of the Offer to all or any Nordic Shareholders with a registered address outside the United Kingdom or whom Bidco knows to be a trustee, nominee or custodian holding Nordic Shares for persons who are citizens, residents or nationals of jurisdictions outside the United Kingdom, by announcement in the United Kingdom, or by paid advertisement in a daily newspaper published and circulated in the United Kingdom in which event such notice will be deemed to have been sufficiently given, notwithstanding any failure by any such shareholder(s) to receive or see such notice, and all references in this document to notice in writing by or on behalf of Bidco will be construed accordingly.
(k) The Offer is made at 11.59 p.m. on 16 March 2010 and is capable of acceptance from and after that time.
(l) All powers of attorney, appointments of agents and authorities conferred by this Appendix I or in the Form of Acceptance are given by way of security for the performance of the obligations of the Nordic Shareholder concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971 except in the circumstances where the donor of such power of attorney or authority or appointer is entitled to withdraw his acceptance in accordance with paragraph 3 of this Part A and duly does so.
(m) In relation to any acceptance of the Offer in respect of a holding of Nordic Shares which are in uncertificated form, Bidco reserves the right to make such alterations, additions or modifications as may be necessary or desirable to give effect to any purported acceptance of the Offer, whether in order to comply with the facilities or requirements of CREST or otherwise, provided any such alterations, additions or modifications are consistent with the requirements of the City Code or are otherwise made with the consent of the Panel.
(n) Neither Bidco nor any subsidiary of Bidco nor any person acting on behalf of any of them, shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of acceptances of the Offer or otherwise in connection therewith.
(o) For the purposes of this document, the time of receipt of a TTE Instruction, an ESA Instruction or an Electronic Acceptance shall be the time the relevant instruction settles in CREST.
(p) By making the Offer, Bidco submits, in relation to all matters arising out of the Offer and the Form of Acceptance, to the jurisdiction of the Courts of England and Wales provided that nothing in this paragraph shall limit the right of Bidco to bring any action, suit or proceedings arising out of or in connection with the Offer and the Form of Acceptance in any other manner permitted by law or in any court of competent jurisdiction.
(q) The Offer and all Forms of Acceptance and all acceptances in respect thereof will be governed by and construed in accordance with English law.
(r) If sufficient acceptances under the Offer are received and/or sufficient Nordic Shares are otherwise acquired, Bidco intends to apply the provisions of sections 974 to 982 (inclusive) of the Act to acquire compulsorily the remaining Nordic Shares to which the Offer relates.

6. Overseas Shareholders
(a) The making of the Offer in, or to persons resident in, or to nationals or citizens of, jurisdictions outside the UK or to nominees of, or custodians or trustees for, citizens or nationals of other countries (“overseas shareholders”) may be affected by the laws of the relevant jurisdictions. Such overseas shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any overseas shareholder wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, or compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such overseas shareholder will be responsible for any such issue, transfer or other taxes or other payments by whomsoever payable and Bidco (and any person acting on behalf of them) shall be fully indemnified and held harmless by such shareholder for any such issue, transfer or other taxes or duties as Bidco (and any person acting on behalf of them) may be required to pay.
If you are an overseas shareholder and you are in doubt about your position, you should consult your independent professional adviser in the relevant jurisdiction.
(b) In particular, the Offer is not being made in or into and is not capable of acceptance in or from a Restricted Jurisdiction, subject to the limited exceptions described below. In addition, it is not currently intended that the Offer will be made, directly or indirectly, in or into or by use of the mails or any means or instrumentality (including, without limitation, by means of facsimile or electronic transmission, telephone or internet) of interstate or foreign commerce of, or any facilities of a securities exchange of, or in or into, the United States. Accordingly, copies of this document, the Form of Acceptance and any related offering documents are not being, and must not be, mailed or otherwise distributed or sent in or into the United States.
Persons receiving such documents (including without limitation, custodians, trustees and nominees) must not mail, forward, or distribute or send them, directly or indirectly, in, into or from a Restricted Jurisdiction or use a Restricted Jurisdiction’s mail or any such means or instrumentality or facility for any purpose, directly or indirectly, in connection with the Offer. Doing so may invalidate any purported acceptance of the Offer. Persons wishing to accept the Offer must not use such mails or any such means or instrumentality or facility directly or indirectly for any purpose directly or indirectly related to acceptance of the Offer.
Envelopes containing a Form of Acceptance should not be postmarked in a Restricted Jurisdiction or otherwise despatched from a Restricted Jurisdiction and all accepting Nordic Shareholders must provide addresses outside a Restricted Jurisdiction for the return of the Form of Acceptance, share certificates and/or other document(s) of title.
(c) If, in connection with the making of the Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Form of Acceptance or any related offering documents, in, into or from a Restricted Jurisdiction or uses the mails of, or any means or instrumentality (including without limitation, facsimile or electronic transmission, telephone or internet) of interstate or foreign commerce of, or any facility of a national securities exchange of, a Restricted Jurisdiction in connection with such forwarding, such person should:
(i) inform the recipient of such fact;
(ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and
(iii) draw the attention of the recipient to this paragraph 6.
(d) If any written notice from a Nordic Shareholder withdrawing his acceptance in accordance with paragraph 3 of Part A of this Appendix I is received in an envelope postmarked in, or which otherwise appears to Bidco or its agents to have been sent from, a Restricted Jurisdiction, Bidco reserves the right in its absolute discretion to treat that notice as invalid.
(e) A Nordic Shareholder will be deemed not to have validly accepted the Offer if:
(i) he puts “No” in Box 5 of the Form of Acceptance and thereby does not give the representations and warranties set out in paragraph (b) of Part B of this Appendix I;
(ii) he completes Box 4 of the Form of Acceptance with an address in a Restricted Jurisdiction or has a registered address in such jurisdiction and in either case he does not insert in Box 6 of the Form of Acceptance the name and address of a person or agent outside such jurisdiction to whom he wishes the consideration to which he is entitled under the Offer to be sent, subject to this paragraph 6 and applicable laws;
(iii) he inserts in Box 6 of the Form of Acceptance the name and address of a person or agent in a Restricted Jurisdiction to whom he wishes the consideration to which he is entitled under or in consequence of the Offer to be sent;
(iv) any Form of Acceptance received from him is received in an envelope postmarked in, or which otherwise appears to Bidco or its agents to have been sent from a Restricted Jurisdiction; or
(v) he makes a Restricted Escrow Transfer pursuant to paragraph (f) below unless he also makes a Restricted ESA Instruction which is accepted by Bidco or its agents.
Bidco reserves the right, in its sole discretion, to investigate, in relation to any acceptance, whether the representations and warranties set out in paragraph (b) of Part B of this Appendix I or (as the case may be) paragraph (c) of Part C of this Appendix I could have been truthfully given by the relevant Nordic Shareholder and, if such investigation is made and as a result Bidco determines that such representations and warranties could not have been so given, such acceptance shall not be valid.
(f) If a Nordic Shareholder holding Nordic Shares in uncertificated form is unable to give the representations and warranties set out in paragraph (c)(i) or (c)(ii) of Part C of this Appendix I, but nevertheless can produce evidence satisfactory to Bidco that he is able to accept the Offer in compliance with all legal and regulatory requirements, he may only purport to accept the Offer by sending (or if a CREST sponsored member, procuring that his CREST sponsor sends) both:
(i) a TTE Instruction to a designated escrow balance detailed below (a “Restricted Escrow Transfer”); and
(ii) one or more valid ESA Instructions (a “Restricted ESA Instruction”).
Such purported acceptance will not be treated as a valid acceptance unless both the Restricted Escrow Transfer and the Restricted ESA Instruction settle in CREST and Bidco decides in its absolute discretion to exercise its right, described in paragraph (e) above to waive, vary or modify the terms of the Offer related to Overseas Shareholders to the extent required to permit such acceptance to be made in each case during the acceptance period set out in paragraph 1 of Part A of this Appendix I. If Bidco accordingly decides to permit such acceptance to be made, Neville Registrars Limited will on behalf of Bidco accept the purported acceptance as an Electronic Acceptance on the terms of this document as so waived, varied or modified by transmitting in CREST a receiving agent accept (AEAN) message. Otherwise, Neville Registrars Limited will on behalf of Bidco reject the purported acceptance by transmitting in CREST a receiving agent reject (AEAD) message.
Each Restricted Escrow Transfer must, in order for it to be valid and settle, include the following details:
• the ISIN number for the Nordic Shares. This is GB00B3ZMXP77;
• the number of Nordic Shares in respect of which you wish to accept the Offer (i.e. the number of Nordic Shares to be transferred to an escrow balance);
• your participant ID;
• your member account ID;
• the participant ID of the Escrow Agent. This is 7RA11;
• the member account ID of the Escrow Agent specific to a Restricted Escrow Transfer. This is RESTRICT;
• the intended settlement date. This should be as soon as possible and in any event not later than 1.00 p.m. on the First Closing Date;
• the corporate action number for the Offer which will be allocated by Euroclear and can be found by reviewing the relevant corporate action details in CREST;
• input with standard delivery instruction priority of 89; and
• contact name and telephone number inserted in the shared note field.
Each Restricted ESA Instruction must, in order for it to be valid and settle, include the following details:
• the ISIN Number for the Nordic Shares. This is GB00B3ZMXP77;
• the number of Nordic shares relevant to that Restricted ESA Instruction;
• the member account ID and participant ID of the Accepting Nordic Shareholder;
• the member account ID and participant ID of the Escrow Agent set out in the Restricted Escrow Transfer;
• the participant ID and the member account ID of the Escrow Agent relevant to the form of consideration required, this is 7RA11 and SHARES in respect of the Offer and CASH for the Cash Offer;
• the CREST transaction ID of the Restricted Escrow Transfer to which the Restricted ESA Instruction relates (inserted at the beginning of the shared notes field);
• the intended settlement date. This should be as soon as possible and in any event not later than 1.00 p.m. on the First Closing Date;
• input with the standard delivery instruction of 89; and
• the corporate action number for the Offer will be allocated by Euroclear and can be found by reviewing the relevant corporate action details in CREST.
(g) These provisions and any other terms of the Offer relating to overseas shareholders may be waived, varied or modified as regards specific Nordic Shareholders or on a general basis by Bidco in its absolute discretion. Subject thereto, the provisions of this paragraph 6 supersede any terms of the Offer inconsistent with them. References in this paragraph 6 to a Nordic Shareholder include references to the person or persons executing a Form of Acceptance and, if more than one person executes the Form of Acceptance, the provisions of this paragraph 6 shall apply to them jointly and severally.
7. Procedure for acceptance of the Offer
This section should be read in conjunction with the notes on the Form of Acceptance. The instructions printed on the Form of Acceptance are deemed to form part of the terms of the Offer.
If you have any questions as to how to complete the Form of Acceptance, please telephone the Receiving Agent, Neville Registrars Limited on 0121 585 1131 or if calling from outside the UK, on +44 121 585 1131 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Neville Registrars Limited cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
(a) Different procedures for Nordic Shares in certificated and uncertificated form
Holders of Nordic Shares in certificated form (that is, not in CREST) may only accept the Offer in respect of such shares by completing and returning the Form of Acceptance in accordance with the procedure set out in paragraph (b) below. Holders of Nordic Shares held in certificated form, but under different designations, should complete a separate Form of Acceptance for each designation. Additional Forms of Acceptance are available from Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. Holders of Nordic Shares in uncertificated form (that is, in CREST) may only accept the Offer in respect of such shares by TTE Instruction in accordance with the procedure set out in paragraph (c) below and if those shares are held under different member account IDs, should send a separate TTE Instruction for each member account ID. If you are in any doubt as to the procedure for acceptance, please contact Neville Registrars Limited by telephone on 0121 585 1131 or if calling from outside the UK, on +44 121 585 1131 between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Neville Registrars Limited cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instructions to Euroclear.
(b) Nordic Shares held in Certificated Form
(i) To accept the Offer
To accept the Offer in respect of all of your Nordic Shares held in certificated form, you should complete Box 1 (if you are accepting the Cash Offer) or Box 2 (if you are accepting the Share Offer), Box 4, Box 5 and Box 6 if appropriate on the Form of Acceptance and sign Box 3. If you are an individual, in all cases you must sign Box 1 (if you are accepting the Cash Offer) or Box 2 (if you are accepting the Share Offer)of the Form of Acceptance in the presence of an independent witness, who should also sign in accordance with the instructions printed on it. To accept the Offer in respect of less than all your Nordic Shares held in certificated form you should insert in Box 1 (if you are accepting the Cash Offer) or Box 2 (if you are accepting the Share Offer) of the Form of Acceptance the number of Nordic Shares in respect of which you wish to accept the Offer in accordance with the instructions on the form. You should then follow the procedures set out in this paragraph (b) in respect of such lesser number of Nordic Shares. If you do not insert a number in Box 1 (if you are accepting the Cash Offer) or Box 2 (if you are accepting the Share Offer) your acceptance will be deemed to be in respect of all the certificated Nordic Shares held by you.
(ii) Return of the Form of Acceptance
The completed Form(s) of Acceptance must be returned, signed and witnessed (in the case of an individual), by post, or by hand (during normal business hours only) to Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA together with the relevant share certificate(s) and/or other document(s) of title as soon as possible, but in any event so as to arrive no later than 1.00 p.m. (London time) on 6 April 2010. No acknowledgement of receipt of documents will be given. Any Form of Acceptance received in an envelope postmarked in a Restricted Jurisdiction or otherwise appearing to the Offeror or his agents to have been sent from any of these jurisdictions or any other jurisdiction where to make the Offer would constitute a violation of the laws of such jurisdiction may be rejected as an invalid acceptance of the Offer.
(iii) Share certificates not readily available or lost
If your share certificate(s) and/or other document(s) of title is/are not readily available or is/are lost, the Form of Acceptance should still be completed, and returned as stated above, so as to arrive by no later than 1.00 p.m. (London time) on 6 April 2010. You should send any share certificate(s) and/or other document(s) of title that you have available, accompanied by a letter stating that the balance will follow as soon as possible or that you have lost one or more of your share certificate(s) and/or other document(s) of title. You should submit the relevant share certificate(s) and/or other document(s) of title as soon as possible. No acknowledgement of receipt of documents will be given. In the case of loss, you should write as soon as possible to the registrars Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA to request a letter of indemnity for lost share certificate(s) and/or other document(s) of title which, when completed in accordance with the instructions given, should be returned to the Registrar.
(iv) Overseas Nordic Shareholders
The attention of Nordic Shareholders holding Nordic Shares in certificated form and who are citizens or residents of jurisdictions outside the United Kingdom is drawn to paragraph 6 of Part A and to paragraph (b) of Part B of Appendix I to this document and to the relevant provisions of the Form of Acceptance.
The Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction. Any acceptance of the Offer by acceptors who are unable to give the representations and warranties set out in paragraph (c) of Part C of Appendix I to this document is liable to be disregarded.
(c) Shares held in uncertificated form (that is, in CREST)
If your Nordic Shares are in uncertificated form, to accept the Offer you should take (or procure to be taken) the action set out below to transfer the Nordic Shares in respect of which you wish to accept the Offer to the appropriate escrow balance, specifying Neville Registrars Limited (in its capacity as a CREST participant under Escrow Agent participant ID referred to below) as the Escrow Agent as soon as possible and in any event so that the transfer to escrow (TTE) instruction settles no later than 1.00 p.m. on 6 April 2010. Please note that settlement cannot take place at weekends or bank holidays (or other times at which the CREST system is non-operational) you should therefore ensure you time the input of any TTE Instructions accordingly. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Nordic Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Nordic Shares. The input and settlement of the TTE Instruction in accordance with this paragraph (c) will (subject to satisfying the requirements set out in Parts A and C of Appendix I to this document) constitute an acceptance of the Offer in respect of the number of Nordic Shares so transferred to escrow. After settlement of the TTE Instruction, you will not be able to access the Nordic Shares concerned in CREST for any transaction or charging purposes. At the end of the Offer Period, the Escrow Agent will transfer the Nordic Shares concerned to itself in accordance with Part C of Appendix I to this document. You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above. You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timing and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Nordic Shares to settle prior to 1.00 p.m. on 6 April 2010. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitation of the CREST system and timings. To accept the Offer in respect of all or some of your Nordic Shares in uncertificated form you should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear’s specifications and which must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details:
(i) the number of Nordic Shares to be transferred to an escrow balance in respect of which you wish to accept the Offer;
(ii) the ISIN for the Nordic Shares which is GB00B3ZMXP77;
(iii) your Member Account ID;
(iv) your Participant ID;
(v) participant ID of the Escrow Agent. This 7RA11;
(vi) member account ID of the Escrow Agent. This is SHARES for the Share Offer and CASH for the Cash Offer;
(vii) Intended settlement date. This should be as soon as possible and in any event no later than 1.00 p.m. on 6 April 2010;
(viii) the Corporate Action Number. This is allocated by Euroclear and can be found by viewing the relevant Corporate Action details in CREST;
(ix) the Delivery Instruction with a priority of 89; and
(x) contact name and telephone number in the shares note field.
The Offeror will make an appropriate announcement if any of the details contained in this paragraph (c) alter for any reason.
(d) Deposits of Nordic Shares into, and withdrawals of Nordic Shares from, CREST
Normal CREST procedures (including timings) apply in relation to any Nordic Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Offer (whether any such conversion arises as a result of a transfer of Nordic Shares or otherwise). Nordic Shareholders who are proposing so to convert any such Nordic Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Nordic Shares as a result of the conversion to take all necessary steps in connection with an acceptance of the Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 6 April 2010.
(e) Validity of Acceptances
Without prejudice to Parts B and C of Appendix I to this document and subject to the terms of the Offer, the Offeror reserves the right (but is not obliged) to treat as valid in whole or in part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant transfer to escrow or (as applicable), the relevant share certificate(s) and/or other document(s) of title. The consideration payable in respect of such acceptances will not be despatched until after the relevant transfer to escrow has settled or (as applicable) the relevant share certificate(s) and/ or other document(s) of title or indemnities satisfactory to the Offeror have been received. A Form of Acceptance which is received in respect of Nordic Shares held in uncertificated form will not constitute a valid acceptance and will be disregarded. Holders of shares in uncertificated form who wish to accept the Offer should note that a TTE Instruction only will be a valid acceptance of the Offer as at the relevant closing date if it has settled on or before that date.
8. Settlement
At the end of the Offer Period, settlement of the consideration to which any Nordic Shareholder is entitled under the Offer will be effected by the despatch of share certificates or cheques or the crediting of CREST accounts within 14 days of the end of the Offer Period.
(a) Nordic Shares held in certificated form (that is, not in CREST)
Where an acceptance relates to Nordic Shares held in certificated form, the cash consideration to which the accepting Nordic Shareholder is entitled will be despatched by first class post (or such other method as the Panel approves) in pounds sterling by cheque drawn on a UK clearing bank.
(b) Nordic Shares held in uncertificated form (that is, in CREST)
Where an acceptance relates to Nordic Shares held in uncertificated form, the cash consideration to which the accepting Nordic Shareholder is entitled will, except in limited circumstances, be paid in pounds sterling by means of CREST by the Offeror procuring the creation of an assured payment obligation in favour of the accepting Nordic Shareholder’s payment bank in respect of the cash consideration due, in accordance with the CREST assured payment arrangements. The Offeror reserves the right to settle all or any part of the cash consideration referred to above, for all or any accepting Nordic Shareholder(s), in the manner referred to in paragraph (a) above, if, for any reason, he wishes to do so.
(c) All remittances, communications, notices, certificates and documents of title sent by, to or from Nordic Shareholders or their appointed agents will be sent at their own risk.


PART B: Form of Acceptance
Each Nordic Shareholder by whom, or on whose behalf, a Form of Acceptance is executed and delivered to the Receiving Agent irrevocably undertakes, represents, warrants and agrees to and with Bidco and the Receiving Agent (so as to bind him, his personal or legal representatives, heirs, successors and assigns) to the following effect:
(a) that the execution of the Form of Acceptance shall constitute:
(i) an acceptance of the Share Offer in respect of the number of certificated Nordic Shares inserted or deemed to be inserted in Box 2 of the Form of Acceptance;
(ii) an acceptance of the Cash Offer in respect of the number of Nordic Shares inserted or deemed to be inserted in Box 1 of the Form of Acceptance; and
(iii) an undertaking to execute any further documents and give any further assurances which may be required to enable Bidco to obtain the full benefit of this Part B and/or to perfect any of the authorities expressed to be given in this Part B, on and subject to the terms and conditions set out or referred to in this document and in the Form of Acceptance and that, subject only to the rights of withdrawal set out or referred to in paragraph 3 of Part A of this Appendix I, such acceptance shall be irrevocable provided that if (A) Box 1 or Box 2 or any other Box is not completed; (B) the total number of Nordic Shares inserted in Box 1 or Box 2 is greater than the number of Nordic Shares comprised in the acceptance; (C) any of the other Boxes in the Form of Acceptance are completed in an inconsistent manner; or (D) the acceptance is otherwise completed incorrectly but the Form of Acceptance is signed, it may be deemed, in the absolute discretion of Bidco, to be an acceptance of the Offer in respect of all of the Nordic Shares comprised in the acceptance, and for the purposes of this Appendix I and the Form of Acceptance, the phrase “Nordic Shares comprised in the acceptance” shall mean the number of Nordic Shares inserted in Box 1 or Box 2 of the Form of Acceptance or, if no number (or a number greater than the relevant Nordic Shareholder’s registered holding of Nordic Shares is inserted), the greater of:
• the relevant Nordic Shareholder’s entire holding of Nordic Shares as disclosed by the register of members made available to the Receiving Agent prior to the time the relevant Form of Acceptance is processed by them;
• the relevant Nordic Shareholder’s entire holding of Nordic Shares as disclosed by the register of members made available to the Receiving Agent; or
• the number of Nordic Shares in respect of which certificates or an indemnity in lieu thereof are received by the Receiving Agent;
(b) unless “NO” is put in Box 5 of the Form of Acceptance, that such Nordic Shareholder:
(i) has not, directly or indirectly, received or sent copies or originals of this document, the relevant Form of Acceptance or any related offering documents in, into or from a Restricted Jurisdiction, has not utilised in connection with the Offer or the execution or delivery of the Form of Acceptance, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, by means of facsimile or electronic transmission, telephone, telex or internet) of interstate or foreign commerce of, or any facilities of a securities exchange of a Restricted Jurisdiction;
(ii) if an Overseas Shareholder, has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other required consents, complied with all necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that will or may result in Bidco or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or his acceptance thereof;
(iii) is accepting the Offer from outside a Restricted Jurisdiction and was outside a Restricted Jurisdiction when the relevant Form of Acceptance was delivered; and
(iv) is not an agent or fiduciary acting on a non-discretionary basis for a principal, unless such agent or fiduciary is an authorised employee of such principal or such principal has given all instructions with respect to the Offer from outside a Restricted Jurisdiction;
(c) that the execution of the Form of Acceptance and its delivery to the Receiving Agent constitutes, subject to an accepting Nordic Shareholder not having validly withdrawn his acceptance, the irrevocable and separate appointment of each of Bidco and any director of Bidco, or any person authorised by Bidco, as such Nordic Shareholder’s attorney and/or agent (the “attorney”) and an irrevocable instruction and authorisation to the attorney:
(i) to complete and execute all or any form(s) of transfer and/or other document(s) at the discretion of the attorney in relation to the Nordic Shares referred to in paragraph (a) of this Part B in favour of Bidco or such other person or persons as Bidco or its agents may direct in connection with acceptance of the Offer;
(ii) to allow any director of Bidco, or any person authorised by Bidco to subscribe for New Bidco Shares on behalf of the accepting Nordic Shareholder having accepted the Offer by way of settlement with New Bidco Shares;
(iii) to deliver such form(s) of transfer and/or other document(s) in the attorney’s discretion and/or the certificate(s) and/or other document(s) of title relating to such Nordic Shares for registration within six months of the end of the Offer Period; and
(iv) to execute all such other documents and do all such other acts and things as may in the attorney’s reasonable opinion be necessary or expedient for the purpose of, or in connection with, the acceptance of the Share Offer and/or Cash Offer pursuant to the Form of Acceptance and to vest the Nordic Shares referred to in paragraph (a) of this Part B in Bidco or its nominee(s);
(d) that the execution of the Form of Acceptance and its delivery to the Receiving Agent constitutes, subject to an accepting Nordic Shareholder not having validly withdrawn his acceptance, an irrevocable authority and request (subject to the provisions of paragraph 6 of Part A of this Appendix I):
(i) to Bidco or its agents to procure the registration of the transfer of the Nordic Shares referred to in paragraph (a) of this Part B pursuant to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect of such Nordic Shares to Bidco or as it may direct; and
(ii) to Bidco or its agents to procure the dispatch by post of a cheque drawn on a branch of a UK clearing bank in respect of any cash consideration to which he is entitled under the Offer at the risk of such Nordic Shareholder, to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in Box 4 or in Box 6 of the Form of Acceptance or if none is set out, to the first-named holder at his registered address (outside of a Restricted Jurisdiction);
(e) that the execution of the Form of Acceptance and its delivery to the Receiving Agent constitutes a separate authority to Bidco and/or its directors within the terms of this Appendix I in respect of the Nordic Shares comprised in the acceptance;
(f) that, pending registration, in respect of the Nordic Shares referred to in paragraph (a) of this Part B:
(i) Bidco and/or its agents shall be entitled to direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Nordic or of any class of its shareholders) attaching to such Nordic Shares in respect of which the Offer has been accepted and not validly withdrawn; and
(ii) the execution of a Form of Acceptance in respect of such Nordic Shares comprised in such acceptance and in respect of which such acceptance has not been validly withdrawn: (A) constitutes an authority to Nordic and its agents from such Nordic Shareholder to send any notice, circular, warrant, document or other communication which may be required to be sent to him as a member of Nordic (including any share certificate(s) or other document(s) of title) to Bidco at its registered office; (B) constitutes an authority to Bidco or any director of Bidco to sign any consent to short notice of a general or separate class meeting as his attorney and/or agent and on his behalf and/or to attend and/or execute a form of proxy in respect of such Nordic Shares appointing any person nominated by Bidco to attend general and separate class meetings of Nordic (and any adjournments thereof) and to exercise the votes attaching to such shares on his behalf,; and (C) will also constitute the agreement of such Nordic Shareholder not to exercise any of such rights without the consent of Bidco and the irrevocable undertaking of such Nordic Shareholder not to appoint a proxy to attend any such general meeting or separate class meeting, save that this authority will cease to be valid if the acceptance is validly withdrawn;
(g) that he will deliver or procure the delivery to the Receiving Agent at the address referred to in paragraph 3(a) of Part A of this Appendix I of his share certificate(s) and/or other document(s) of title in respect of all Nordic Shares held by him in respect of which the Offer has been accepted or is deemed to have been accepted and not validly withdrawn, or an indemnity acceptable to Bidco in lieu thereof, as soon as possible and in any event within six months of the end of the Offer Period;
(h) that he is the sole legal and beneficial owner of the Nordic Shares in respect of which the Offer is accepted or deemed to be accepted or he is the legal owner of such Nordic Shares and he has the necessary capacity and authority to execute the Form of Acceptance;
(i) he is irrevocably and unconditionally entitled to transfer the Nordic Shares in respect of which the Form of Acceptance is completed and that, unless he validly withdraws his acceptance, the Nordic Shares in respect of which the Offer is accepted or deemed to be accepted are sold fully paid up with full title guarantee and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after 6 April 2010;
(j) that the terms and conditions of the Offer contained in this document shall be deemed to be incorporated in, and form part of, the Form of Acceptance which shall be read and construed accordingly;
(k) that, unless he validly withdraws his acceptance, if he accepts the Offer, he will do all such acts and things as shall be necessary or expedient to vest the Nordic Shares referred to in paragraph (a) of this Part B in Bidco or its nominee(s) or such other persons as it may decide;
(l) that he agrees to ratify each and every act or thing which may be done or effected by Bidco or the Receiving Agent or any director Bidco or any director of the Receiving Agent or their respective agents or Nordic or its agents, as the case may be, in the exercise of any of his powers and/or authorities under this document;
(m) that the execution of the Form of Acceptance constitutes his agreement to the terms of paragraph 5(l) of Part A of this Appendix I;
(n) that, on execution, the Form of Acceptance shall take effect as a deed; and
(o) that, if any provision of Parts A or B of this Appendix I shall be unenforceable or invalid or shall not operate so as to afford Bidco or the Receiving Agent or any director of any of them the benefit or authority expressed to be given therein, he shall with all practicable speed do all such acts and things and execute all such documents as may be required to enable Bidco and/or the Receiving Agent and/or any director of any of them to secure the full benefits of Part B.
References in this Part B to a Nordic Shareholder shall include references to the person or persons executing a Form of Acceptance and, if more than one person executes a Form of Acceptance, the provisions of this Part B shall apply to them jointly and severally.


PART C: Electronic Acceptances
Without prejudice to the provisions of Parts A and B of this Appendix I, each Nordic Shareholder who holds Nordic Shares in uncertificated form by whom, or on whose behalf, an Electronic Acceptance is made irrevocably undertakes, represents, warrants and agrees to and with Bidco and their respective agents (so as to bind him and his personal representatives, heirs, successors and assigns) that:
(a) the Electronic Acceptance shall constitute:
(i) an acceptance of the Share Offer in respect of the number of Nordic Shares in uncertificated form to which a TTE Instruction relates; or
(ii) an acceptance of the Cash Offer in respect of the number of Nordic Shares held in uncertificated form to which an alternative TTE Instruction has been given in accordance with paragraph 11(b) (ii) of Part II of this Document; and
(iii) an undertaking to execute any further documents, take further action and give any further assurances which may be required to enable Bidco to obtain the full benefits of the terms of this Part C and/or to perfect any authorities expressed to be given thereunder, in each case on and subject to the terms and conditions set out or referred to in this document and that, subject to paragraph 3 of Part A of this Appendix I, such acceptance and/or election shall be irrevocable;
(b) the Nordic Shares held in uncertificated form in respect of which the Offer is accepted or deemed to be accepted are sold fully paid and with full title guarantee and free from all liens, charges, encumbrances, equities, rights of pre-emption and any other third party right or interest of any nature whatsoever and together with all rights attaching thereto from the date of this document including voting rights and the right to receive all dividends, interests and other distributions (if any) declared, made or paid after the date of this document;
(c) such Nordic Shareholder:
(i) (if such Nordic Shareholder is a citizen, resident or national of a jurisdiction outside the United Kingdom) has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control and other required consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that will or may result in Bidco or any other person acting in breach of any legal or regulatory requirements of any such jurisdiction in connection with the Offer or his acceptance thereof; or
(ii)
(A) is not a person located or resident in a Restricted Jurisdiction, does not hold any Nordic Shares in respect of which he has accepted the Offer on behalf of any resident of a Restricted Jurisdiction and is not acting on behalf of a resident of a Restricted Jurisdiction or for the account or benefit of any resident of a Restricted Jurisdiction; and
(B) has not received or sent copies or originals of this document or any related offering documents in, into or from a Restricted Jurisdiction and has not authorised in connection with the Offer, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, e-mail, fax, telex, telephone or other electronic transmission) of interstate or foreign commerce, or any facilities of a national securities exchange, of a Restricted Jurisdiction; was outside, at the time of the input and settlement of the relevant TTE Instruction, a Restricted Jurisdiction; and no TTE Instruction has been sent in, into or from a Restricted Jurisdiction and such Nordic Shareholder is accepting the Offer from outside a Restricted Jurisdiction, provided that the warranties and representations above shall be deemed not to be given if the Nordic Shareholder purports to accept the Offer by sending (or if a CREST sponsored member, procuring that his CREST sponsor sends) a Restricted Escrow Transfer and a Restricted ESA Instruction pursuant to paragraph (f) of Part A of this Appendix I;
(d) in relation to Nordic Shares held in uncertificated form, the Electronic Acceptance constitutes, subject to the accepting Nordic Shareholder not having validly withdrawn his acceptance, (i) the irrevocable appointment of Bidco and/or any of its directors or agents as such Nordic Shareholder’s attorney and/or agent (“attorney”), with an irrevocable instruction to the attorney and/or agent to do all such acts and things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and to vest in Bidco or its nominee(s) such Nordic Shares (as referred to in paragraph 1(a) of this Part C (the “Electronic Acceptance Shares”)) and (ii) to allow any director of Bidco, or any person authorised by Bidco to subscribe for New Bidco Shares on behalf of the accepting Nordic Shareholder having accepted the Offer by way of settlement with New Bidco Shares;
(e) in relation to Nordic Shares held in uncertificated form, the Electronic Acceptance constitutes an irrevocable instruction and authority to the Escrow Agent subject to an accepting Nordic Shareholder not having validly withdrawn his acceptance, to transfer to itself (or to such other person or persons as Bidco or its agents may direct) by means of CREST all or any of the Nordic Shares held in uncertificated form (but not exceeding the number of Nordic Shares held in uncertificated form in respect of which the Offer is accepted or deemed to be accepted);
(f) in relation to Nordic Shares held in uncertificated form, the Electronic Acceptance constitutes, subject to an accepting Nordic Shareholder not having validly withdrawn his acceptance, separate irrevocable authorities and requests to Bidco or its agents to procure the making of a CREST delivery in accordance with the CREST delivery obligation in favour of the Nordic Shareholder’s CREST account in accordance with the CREST payment arrangements in respect of any consideration shares to which such accepting Nordic Shareholder is entitled, provided that:
(i) Bidco may (if, for any reason it wishes to do so) determine that such consideration shares shall be despatched by post; and
(ii) if the accepting Nordic Shareholder is a CREST member whose registered address is in the United States, Canada, Australia, Japan or the Republic of South Africa, any consideration shares to which he is entitled shall be aggregated and sold in the market and the cash consideration raised shall be despatched by cheque at the risk of such Nordic Shareholder to the first-named holder at an address outside the United States, Canada, Australia, Japan or the Republic of South Africa stipulated by such holder or as otherwise determined by Bidco;
(g) in relation to Nordic Shares held in uncertificated form, the Electronic Acceptance constitutes a separate authority to Bidco and/or any of its directors or agents and the irrevocable appointment of any such director and/or agent as such shareholder’s attorney within the terms of paragraph 5(l) of Part A of this Appendix I in respect of the Electronic Acceptance Shares;
(h) after the Offer becomes or is declared unconditional in all respects (or if the Offer would become or be declared unconditional in all respects or lapse immediately upon the outcome of the resolution in question or if the Panel otherwise gives its consent) and pending registration:
(i) Bidco or its agents shall be entitled to direct the exercise of any votes attaching to Nordic Shares held in uncertificated form in respect of which the Offer has been accepted or is deemed to have been accepted (and in respect of which such acceptance has not been validly withdrawn) and any other rights and privileges attaching to such Nordic Shares, including the right to requisition a general meeting or separate class meeting of Nordic, such votes (where relevant) to be cast so far as possible to satisfy any outstanding condition of the Offer; and
(ii) an Electronic Acceptance by a Nordic Shareholder constitutes, with regard to the Nordic Shares held in uncertificated form comprised in such acceptance and in respect of which such acceptance has not been validly withdrawn:
(A) an authority to Nordic and/or its agents from such Nordic Shareholder to send any notice, circular, warrant, document or other communication which may be required to be sent to him as a member of Nordic (including any share certificate(s) or other document(s) of title issued as a result of a conversion of such Nordic Shares into certificated form) to Bidco at its registered office;
(B) the irrevocable appointment of Bidco or any of its directors or agents to sign any such documents and do such things as may in the opinion of such person seem necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to such Nordic Shares (including, without limitation, an authority to sign any consent to short notice of a general meeting on his behalf and/or execute a form of proxy in respect of such Nordic Shares appointing any person nominated by Bidco to attend general meetings of Nordic or its members or any of them (and any adjournment thereof) and to exercise the votes attaching to such Nordic Shares on his behalf), such votes (where relevant) to be cast so far as possible to satisfy any outstanding condition of the Offer; and
(C) the agreement of such Nordic Shareholder not to exercise any of such rights without the consent of Bidco and the irrevocable undertaking of such Nordic Shareholder not to appoint a proxy or representative for or to attend any such meetings;
(i) if, for any reason any Nordic Shares in respect of which a TTE Instruction has been effected in accordance with paragraph 11(b) of the letter from the directors of Bidco set out in Part II of this document are converted to certificated form, he will (without prejudice to sub-paragraph (h)(ii)(A) above of this Part C) immediately deliver or procure the immediate delivery of the share certificate(s) or other document(s) of title in respect of all such Nordic Shares as so converted to Neville Registrars Limited at the address specified in paragraph 3(a) of Part A of this Appendix I or to Bidco at its registered office or as Bidco or its agent may direct and he shall be deemed upon conversion to undertake, represent, warrant and agree in the terms set out in Part B of this Appendix I in relation to such Nordic Shares without prejudice to the application of this Part C so far as Bidco deems appropriate;
(j) if he accepts the Offer he shall do all such acts and things as shall be necessary or expedient to vest in Bidco or its nominee(s) or such other person as it may decide the Nordic Shares aforesaid and all such acts and things as in the opinion of Bidco shall be necessary or expedient to enable Neville Registrars Limited to perform its functions as Escrow Agent for the purposes of the Offer;
(k) he agrees to ratify each and every act or thing which may be done or effected by Bidco or Neville Registrars Limited or by any of their respective directors or agents or Nordic or its agents, as the case may be, in the proper exercise of any of his or its powers and/or authorities conferred by or referred to in Part A or this Part C of this Appendix I and to indemnify each such person against any losses arising therefrom;
(l) if any provision of Part A or this Part C of Appendix I shall be unenforceable or invalid or shall not operate so as to afford Bidco or Neville Registrars Limited and/or any director or agent of any of them the full benefit of authorities and powers of attorney expressed to be given therein, he shall with all practicable speed do such acts or things and execute all such documents as may be required or desirable to enable Bidco or Neville Registrars Limited and/or any director or agent or any of them to secure the full benefit of such authorities and powers of attorney;
(m) in relation to Nordic Shares held in uncertificated form, the making of an Electronic Acceptance constitutes his submission, in relation to all matters arising out of the Offer and Electronic Acceptance, to the jurisdiction of the courts of England and Wales and his agreement that nothing shall limit the right of Bidco to bring any action, suit or proceeding arising out of or in connection with the Offer and the Electronic Acceptance or in any other manner permitted by law or in any court of competent jurisdiction; and
(n) by virtue of the CREST Regulations the making of an Electronic Acceptance constitutes an irrevocable power of attorney by the relevant holder of Nordic Shares in the terms of the powers and authorities expressed to be given by Part A, this Part C and (where applicable by virtue of paragraph (i) above) Part B of this Appendix I to Bidco or Neville Registrars Limited and any of their respective agents. References in this Part C to a Nordic Shareholder shall include reference to the person or persons making an Electronic Acceptance, in relation to Nordic Shares held in uncertificated form, and, in the event of more than one person making an Electronic Acceptance, the provisions of this Part C shall apply to them jointly and severally to each of them. References to the masculine gender should include the feminine.

PART D: The Cash Offer
(a) Subject to the remaining provisions of this Part D, the execution of a Form of Acceptance by or on behalf of a Nordic Shareholder who holds their Nordic Shares in certificated form or the submission by or on behalf of a Nordic Shareholder of an alternative TTE Instruction who holds their Nordic Shares in uncertificated form pursuant to which a valid election has been made for the Cash Offer in respect of all or part of their holding of Nordic Shares shall constitute:
(i) an election for the Cash Offer in respect of the number of Nordic Shares specified in the Form of Acceptance or alternative TTE Instruction (as appropriate) and an acceptance of the Offer to the extent necessary to give effect thereto;
(ii) an irrevocable authority to Bidco or its agents to procure the delivery of the consideration by either a) post to which the Nordic Shareholder is entitled under the Cash Offer where their Nordic Shares are held in certificated form, at the risk of such Nordic Shareholder, to the person or agent whose name and address (outside the United States, Canada, Australia, Japan and the Republic of South Africa) is set out in Box 4 or in Box 6 of the Form of Acceptance or, if none is set out, to the first named holder at his registered address (outside the United States, Canada, Australia, Japan and the Republic of South Africa); or b) a CREST payment to which the Nordic Shareholder is entitled under the Cash Offer where their Nordic Shares are held in uncertificated form, in favour of the accepting Nordic Shareholder’s payment bank; and
(iii) the authorities in the terms referred to in this Part A of this Appendix.
(b) The Cash Offer will initially remain open until 1.00 p.m. on 6 April 2010. As Bidco has irrevocable undertakings from shareholders to accept the Offer representing 95.65 per cent. of the voting rights in Nordic, the Offer will be unconditional from the outset. Although no revision is envisaged, Bidco may, in its absolute discretion, elect either to extend the Offer and the Cash Offer to a later date (in which case all references in this document and the Form of Acceptance to 6 April 2010 shall be deemed to refer to the expiry date of the Offer and the Cash Offer as so extended) or, alternatively close the Cash Offer even if the Offer remains open at such time.
(c) No election under the Cash Offer will be valid unless both a valid acceptance of the Offer and a valid election, duly completed in all respects and accompanied by all relevant share certificate(s) and/or other document(s) of title in respect of Nordic Shares in certificated form or, if the Nordic Shares are in uncertificated form, a settlement of an appropriate alternative TTE Instruction in relation to those shares in accordance with the procedures set out in paragraph 11 of the letter from the directors of Bidco contained in Part II of this document and this Appendix I, are duly received and/or made by the time and date on which the Cash Offer closes.
(d) If any Form of Acceptance (in respect of Nordic Shares in certificated form) or Electronic Acceptance (in respect of any Nordic Shares in uncertificated form) which includes an election under the Cash Offer is either received after the time and date upon which the Cash Offer closes or is received before such time and date but is not, and is not deemed to be, valid or complete in all respects at such time and date, such election shall, for all purposes, be void and the Nordic Shareholder purporting to make such election shall not, for any purpose, be entitled to receive any variation of consideration under the election but such acceptance, if otherwise valid, shall subject to the provisions relating to overseas shareholders in paragraph 6 of Part A of Appendix I of this document be deemed to be an acceptance of the Offer in respect of the number of Nordic Shares (i) in respect of Nordic Shares in certificated form, as is inserted or deemed to be inserted in Box 1 or Box 2 of the Form of Acceptance or (ii) in respect of Nordic Shares in uncertificated form, as is the subject of an Electronic Acceptance, and the relevant Nordic Shareholder will, upon the Offer becoming unconditional in all respects, be entitled to receive the basic consideration due under the Offer in respect thereof.
(e) If the Cash Offer remains open for any period or periods, or a Cash Offer is reintroduced for any period or periods, after the date upon which the Offer becomes unconditional in all respects, Bidco shall be entitled, at is absolute discretion, to treat elections received (or validated or completed) during such period or periods as forming a separate pool or pools for the purposes of determining the cash and New Bidco Shares available to meet such elections on whatever basis Bidco may determine.
(f) The Cash Offer will lapse if the Offer lapses or expires.


APPENDIX II
Financial Information relating to Nordic
The following table sets out financial information in respect of Nordic as required by Rule 24.2(e) of the City Code. References in the first column are to Rule 24.2(a), as required to be set out in accordance with Rule 24.2(e).
Code Reference Financial Information to be provided Reference
24.2(a)(i) The last 3 financial years for which the information has been published, turnover, net profit or loss before and after taxation, the charge for tax, extraordinary items, minority interests, the amount absorbed by dividends and earnings and dividends per share. Nordic Annual Report 2007, Profit and Loss Account for the year ended 31 December 2007 on page 10
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Nordic Annual Report 2006, Profit and Loss Account for the year ended 31 August 2006 on page 10
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Nordic Annual Report 2005, Profit and Loss Account for the year ended 31 August 2005 on page 11
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24.2(a)(ii) Statement of the assets and liabilities shown in the last published audited accounts. Nordic Annual Report 2007, Balance Sheet for the year ended 31 December 2007 on page 14
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24.2(a)(iii) Cash flow statement provided in the last published audited accounts. Nordic Annual Report 2007, Cash Flow Statement for the year ended 31 December 2007 on page 14
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24.2(a)(v) Details relating to items referred to in 24.2(a)(i) above in respect of any interim statement or preliminary announcement made since the last published audited accounts. Nordic Interim Report for the period ended 30 June 2008
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Nordic Interim Report for the period ended 30 June 2007
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Nordic Interim Report for the period ended 30 June 2006
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24.2(a)(vii) and (viii) Significant accounting policies together with any points from the notes to the accounts which are of major relevance to an appreciation of the figures. Nordic Annual Report 2007, Accounting Policies and Notes to the Financial Statements on pages for the year ended 31 December 2007 on page 16
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Nordic Annual Report 2006, Accounting Policies and Notes to the Financial Statements on pages for the year ended 31 August 2006 on page 13
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Nordic Annual Report 2005, Accounting Policies and Notes to the Financial Statements on pages for the year ended 31 August 2005 on page 14
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Save for matters which have been publicly announced by Nordic, Bidco is not aware of any material changes in the financial or trading position of Nordic since the last published audited accounts of Nordic.
Nordic Shareholders who wish to receive a hard copy of the accounts referred to above may obtain this by writing to DMH Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF (Ref SC/201152/1). Hard copies will not be provided unless specifically requested.

APPENDIX III
Financial Information relating to Nordic Panorama AS
Bidco was incorporated on 3 June 2008 under the laws of Norway. Bidco is a Norwegian limited liability company 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 its incorporation and it has remained dormant.
On 8 October 2009 the shareholders meeting of Bidco resolved to change the articles of association of Bidco in order to change the name from Gero Paper AS to Nordic Panorama AS.
Bidco was incorporated with a registered share capital of NOK 100,000 divided on 100,000 shares, each with a face value of NOK 1.
On 8 March 2010 the shareholders meeting in Bidco resolved to reduce the share capital in Bidco to 0, by repayment of the paid in share capital to its sole shareholder PJ Vradal Invest AS. This capital reduction is done without notice period under applicable Norwegian company law. The company has as of the same date resolved to issue up to 16,443 New Bidco Shares which will serve as consideration under the Offer.


APPENDIX IV
City Code Rule 24.10 Valuation by CV Capital LLP
Board of Directors
Nordic Panorama AS
Krakenesvegen 77
3853 Vradal
Norway
16 March 2010 2 February 2010
Dear Sirs,
Rule 24.10 Valuation Letter
Pursuant to the requirements of the City Code on Takeovers and Mergers (the “Code”), you have requested our opinion as to the estimated value (the “Estimate of Value”) of one share in Nordic Panorama AS (“AS”). The offer to the shareholders in Nordic Panorama Plc (“Nordic”) is being made on the basis of one share in AS or £55.80 cash for each ordinary share in Nordic. The AS shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange.
Purpose
This Estimate of Value has been provided to the directors of AS solely for the purposes of Rule 24.10 of the Code and shall not be used or relied upon for any other purpose whatsoever. It is not addressed to and may not be relied upon by any third party for any purpose whatsoever and CV Capital LLP (“CV Capital”) expressly disclaims any duty or liability to any third party with respect of the contents of this letter.
This letter sets out our opinion as to the Estimate of Value of the combination of one share in AS at today’s date given a willing vendor and purchaser, each of whom is acting for self interest and gain and both of whom are equally well informed about the company and the market in which it operates.
This Estimate of Value does not represent the value that a holder of AS shares may realise on any future sale of those shares; such a value may be higher or lower than the figure in this letter. CV Capital assumes no obligation to update or revise this Estimate of Value based upon circumstances or events occurring after the date hereof.
Information
In arriving at our Estimate of Value, we have, among other things:
(a) considered certain publicly available financial statements and other business and financial information relating to Nordic;
(b) considered certain information relating to the operations, financial condition and prospects of Nordic;
(c) considered certain financial projections prepared by Nordic;
(d) held discussions with the Directors of Nordic and AS to discuss the past and current operations and financial condition and prospects of Nordic; and
(e) considered such other factors and performed such other analyses as we considered appropriate.
We have relied on, and assumed, without independent verification, the accuracy and completeness of the information considered by us for the purposes of this opinion. With respect to the financial projections, we have assumed that they have been reasonably and property prepared on bases reflecting the best currently available estimates and judgements of the future financial performance of Nordic. We have not made any independent valuation or appraisal of the assets and liabilities of Nordic, nor have we sought or been provided with any such valuation or appraisal. Our opinion is necessarily based on financial, economic, market and other conditions, and the information made available to us, as at 15 March 2010 (being the latest practicable date prior to the posting of this document).
The valuation of non-publicly traded securities is inherently imprecise and is subject to uncertainties and contingencies, all of which are difficult to predict and are beyond our control. In performing this analysis, CV Capital has made numerous assumptions with respect to industry performance and AS and general business, economic and market conditions many of which are beyond the control of Nordic and AS. Consequently, the view expressed in this letter in not necessarily indicative of: (1) the price at which AS Shares might actually trade in any public market at any future date; (2) the amount which might be realised upon a sale of the AS Shares to a third party. This Estimate of Value may differ substantially from estimates available from other sources. In addition, our view would be expected to fluctuate with changes in prevailing market conditions, the financial conditions and prospects of AS and other factors which generally influence the valuation of companies and securities.
Methodology
CV Capital has used a range of widely accepted valuation methods including, inter alia, comparable company trading multiples, comparable share price performance, comparable equity value to book value ratios and trading in Nordic shares.
We have produced an estimated value of the AS Shares using these methodologies and taken into account the information, factors, assumptions and limitations set out above.
We have also taken into account the following factors:
(a) the AS Shares will not be listed on any stock exchange, nor is it the current intention of AS to offer any trading facility for the Shares;
(b) AS will be controlled by four shareholders who hold 95.65% of Nordic and have given irrevocable undertakings to accept the offer; and
(c) the holders of AS Shares will not enjoy any minority protections or other rights, save for those rights prescribed by applicable Norwegian law.
The taxation position of individual shareholders will vary and so we have not taken account of the effects of any taxation exemptions, allowances or reliefs available for the purposes of income, capital gains, inheritance or any other applicable tax, duty or levy, notwithstanding that these may be significant in the case of some shareholders.
No account has been taken of any potential transaction costs that a holder of AS Shares may incur, including any dealing costs and any dealing spread (the difference between a buying and selling price quoted by a market maker) that may be associated with the trading of shares.
Opinion
On the basis of and subject to the foregoing, if the AS Shares had been in issue as at 15 March 2010 (being the latest practicable date prior to posting of this document), the estimated value of one Ordinary Share in AS would have been within a range of £30 to £55 with a mid point of £42.50.
General
CV Capital is acting for AS and no one else in relation to the Offer and will not be responsible to anyone other than AS for providing protections afforded to clients of CV Capital or for providing advice in relation to the Offer or any other matter or arrangement referred to herein.
In providing this Estimate of Value, CV Capital expresses no opinion or recommendation to any person as to whether they should accept the Offer or the cash alternative Shareholders are recommended to seek their own independent financial advice. CV Capital expresses no opinion as to the fairness of the financial terms of the Offer.
Yours faithfully


CV Capital LLP

APPENDIX V
Additional Information
1. Responsibility statements
(a) The Directors of Bidco, whose names are set out in paragraph 2(a) below accept responsibility for all information in this document other than the information for which the Directors of Nordic take responsibility pursuant to paragraph 1(b) of this Appendix V. To the best of the knowledge and belief of the Directors of Bidco (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are so responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

(b) The Directors of Nordic, whose names are set out in paragraph 2(b) below, accept responsibility for information contained in this document relating to the recommendation of the Offer by the Nordic Independent Directors and their associated opinions and information relating to the Nordic Group and relating to the Directors of Nordic, the members of their immediate families and their related trusts. To the best of the knowledge and belief of the Directors of Nordic (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors
(a) The board members of Bidco and their respective positions are as follows:

Geir Kjaernes
Chairman and Director
Petter Johnsen Board member
Per Christian Voss Board member



(b) The directors of Nordic and their respective positions are as follows:
P C Voss Non-Executive Chairman
G Kjaernes Chief Executive
N A C Lott Finance Director
P Johnsen Operations Director
K Johnsen Executive Director
A Borrelli Non-Executive Director

3. Interests and dealings
3.1 Interests and dealings in Nordic Shares
(a) Interests in Nordic Shares
(i) Save as disclosed as at 15 March 2010 (the latest practicable date prior to the posting of this document), Bidco had no beneficial interest in Nordic Shares.
(ii) As at 15 March 2010 (the latest practicable date prior to the posting of this document), the interests of the Bidco Directors, their immediate families and (so far as the directors of Bidco are aware) connected persons, which have been notified to Nordic and entered in Nordic’s register of directors’ interests all of which are beneficial unless otherwise stated, in the Nordic Shares are as follows:
Name Number of Nordic Shares % of issued Nordic Share Capital
Petter Johnsen 12,0891 73.521
1 including shares held by his connected persons and PJ Vradal Invest AS, which is owned by Petter Johnsen (94 per cent), Kjetil Johnsen (3 per cent) and Henning Johnsen (3 per cent).
(iii) As at 15 March 2010 (the latest practicable date prior to the posting of this document), the interests of the Nordic Directors, their immediate families and connected persons, which have been notified to Nordic and entered in Nordic’s register of directors’ interests all of which are beneficial unless otherwise stated, in the Nordic Shares are as follows:
Name Number of Nordic Shares % of issued Nordic Share Capital
Petter Johnsen 12,0891 73.521
Kjetil Johnsen 11,8131 71.841
1 including shares held by his connected persons and PJ Vradal Invest AS, which is owned by Petter Johnsen (94 per cent), Kjetil Johnsen (3 per cent) and Henning Johnsen (3 per cent).
(iv) As at 15 March 2010 (being the latest practicable date prior to the posting of this document), no options over Nordic Shares had been granted to Nordic Directors and remained outstanding.
(v) As at 15 March 2010 (the latest practicable date prior to the posting of this document), IAF Capital, financial adviser to Nordic, does not own or control any Nordic Shares.
(vi) As at 15 March 2010 (the latest practicable date prior to the posting of this document), CV Capital LLP, financial adviser to Bidco, does not own or control any Nordic Shares.
(b) Dealings in Nordic Shares
(i) During the Disclosure Period, the following dealings for value in Nordic Shares by the Nordic Directors, members of their immediate families or persons connected with, have taken place:
Director Number of Nordic Shares Date Transaction Price (£)
Petter Johnsen 81 5 May 2009 Acquisition 87.503
Petter Johnsen 8991 5 May 2009 Acquisition 55.513
Petter Johnsen 1112 17 November 2009 Acquisition 50
Kjetil Johnsen 81 5 May 2009 Acquisition 87.503
Kjetil Johnsen 8991 5 May 2009 Acquisition 55.513
Kjetil Johnsen 1112 17 November 2009 Acquisition 50
1 Acquired and held by a nominee for Petter Johnsen/ PJ Vradal Invest AS, which is owned by Petter Johnsen (94 per cent), Kjetil Johnsen (3 per cent) and Henning Johnsen (3 per cent)
2 The fractional share entitlements resulting from the consolidation of shares of Nordic on 27 April 2009 that were acquired 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)] pursuant to the circular dated 1 April 2009.
3 Calculated at an exchange rate of 1 pound sterling for 10 NOK.
(ii) During the Disclosure Period, IAF Capital Limited, financial adviser to Nordic, has not dealt for value in Nordic Shares.
(iii) During the Disclosure Period, CV Capital LLP, financial adviser to Bidco, has not dealt for value in Nordic Shares.
3.2 Interests and dealings in Bidco Shares
(a) Interests in Bidco Shares
(i) As at 15 March 2010 (being the latest practicable date prior to the posting of this document), Nordic does not own or control any Bidco Shares.
(ii) As at 15 March 2010 (being the latest practicable date prior to the posting of this document), the interests of the Nordic Directors, their immediate families and connected persons, and entered in Bidco’s register of directors’ interests all of which are beneficial unless otherwise stated, in Bidco shares are as follows:
Name Number of Bidco Shares % of issued Bidco Share Capital
Petter Johnsen1 94,000 94
Kjetil Johnsen1 3,000 3
Henning Johnsen1 3,000 3

1 Bidco is 100 per cent 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).
(iii) As at 15 March 2010 (being the latest practicable date prior to the posting of this document), IAF Capital Limited, financial adviser to Nordic, does not own or control any Bidco Shares.
(iv) As at 15 March 2010 (being the latest practicable date prior to the posting of this document), CV Capital LLP, financial adviser to Bidco, does not own or control any Bidco Shares.
(b) Dealings in Bidco Shares
(i) During the Disclosure Period, the following dealings for value in Bidco Shares by Bidco Directors, members of their immediate families or persons connected with them, have taken place:
Director Number of Bidco Shares Date Transaction Price (NOK)
Geir Kjærnes 30,000 8 October 2009 Sold to PJ Vradal Invest AS 24,000
Petter Johnsen 30,000 8 October 2009 PJ Vradal Invest AS purchased 30,000 shares from Geir Kjærnes, 24,000
Petter Johnsen 30,000 8 October 2009 PJ Vradal Invest AS purchased 30,000 shares from Paal Hveem 24,000
Petter Johnsen 40,000 8 October 2009 PJ Vradal Invest AS purchased 40,000 shares from Roger Sebastian Sedal 32,000
(ii) During the Disclosure Period, there were no dealings for value in Bidco Shares by the Nordic, the Nordic Directors, their immediate families and related trusts.
(iii) During the Disclosure Period, there were no dealings for value in Bidco Shares by IAF Capital Limited, financial adviser to Nordic.
(iv) During the Disclosure Period, there were no dealings for value in Bidco Shares by CV Capital LLP, financial adviser to Bidco.
3.3 Save as disclosed in paragraphs 3.1 and 3.2 above, neither Bidco, nor any director of Bidco, nor any person acting (or presumed to be acting) in concert with Bidco, nor any person with whom Bidco has any arrangement of the kind referred to in Note 6 of Rule 8 of the City Code has:
(a) any interest in, or right to subscribe for, any relevant securities of Nordic; or
(b) any short positions (whether conditional or absolute and whether in the money or otherwise) in respect of any relevant securities in Nordic, including any short position under a derivative (which includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security), any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.
3.4 Neither Bidco, nor any person acting in concert with Bidco, has borrowed or lent any relevant securities of Nordic.
3.5 Neither Bidco, nor any person acting in concert with Bidco is party to an inducement fee or similar arrangement in respect of the Offer.
3.6 There are no persons who have made (or propose to make or increase) an investment in Bidco for the purposes of the Offer.
3.7 For the purposes of this paragraph 3:
(a) “dealing” includes:
(i) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;
(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities;
(iii) subscribing or agreeing to subscribe for securities;
(iv) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;
(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;
(vi) entering into, terminating or varying the terms of any agreement to purchase or sell securities; and
(vii) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position;
(b) an “interest” in the case of the directors of Bidco includes all interests, short positions and borrowings of any other person whose interests in shares the director would be required to disclose pursuant to Parts 22 of the Act and includes when a person:
(i) owns relevant securities;
(ii) has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to relevant securities or has general control of them;
(iii) by virtue of any agreement to purchase, option or derivative, has the right or option to acquire relevant securities or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise;
(iv) is party to any derivative whose value is determined by reference to their price and which results, or may result, in his having a long position in them; and
(c) “relevant securities” of Nordic include:
(i) securities of Nordic which are being offered for or which carry voting rights;
(ii) equity share capital of Nordic; and
(iii) securities of Nordic carrying conversion or subscription rights into any of the foregoing.
4. Material Contracts
On 16 March 2010 Bidco entered into a loan agreement with PJ Vradal Invest AS to provide it with the funds to make the Cash Offer.
Apart from this Bidco has not entered into any contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this document which are, or may be, material.
Neither Nordic nor Vradal has entered into any contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this document which are, or may be, material.
5. Bases of calculation and sources of information
In this document, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:
(a) the value of the whole of the existing issued share capital of Nordic is based upon the entire issued share capital at the date of this document, namely 16,443 Ordinary Shares (excluding treasury shares); and
(b) unless otherwise stated, the information on Nordic is extracted or derived from the Annual Report and Accounts of Nordic for the year ended 31 December 2007.
6. Other Information
6.1 The Bidco Associates have provided irrevocable undertakings pursuant to which each of them has confirmed that they intend to accept or procure acceptance of the Offer of Bidco Shares, and not the Cash Offer, in respect of in aggregate 15,727 Nordic 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 Nordic
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 remain binding in the event that a higher competing offer for Nordic is made.
6.2 Except as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Bidco or any person acting in concert with Bidco and any of the directors, recent directors, shareholders or recent shareholders of Nordic, or any person interested or recently interested in shares of Nordic, having any connection with or dependence upon the Offer.
6.3 There is no agreement, arrangement or understanding by which any of the Nordic Shares to be acquired by Bidco pursuant to the Offer will be transferred to any other person.
6.4 Bidco will bear the customary fees and expenses of Bidco’s advisers in connection with the Offer.
6.5 As far as Bidco is aware and except as disclosed in this document, there has been no material change in the financial or trading position of Nordic since 31 December 2007 (the date to which the latest audited accounts of Nordic were prepared) other than as set out in the trading update for the six months to 30 June 2008 and the circular to Nordic shareholders dated 1 April 2009.
6.6 There are no arrangements of the kind referred to in Note 6(b) on Rule 8 of the City Code which exist between Bidco, or any person acting in concert with Bidco, and any other person.
6.7 Bidco has procured no irrevocable undertakings in relation to the Ordinary Shares to which the Offer relates other than as set out above.
6.8 The payment of interest on, repayment of or security for any liability (contingent or otherwise) relating to the financing of the offer will not depend to any significant extent on the business of Nordic.
6.9 CV Capital LLP has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.
6.10 IAF Capital has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.
6.11 The directors of Nordic do not have any written service agreements.
6.12 A copy of this document is available on the following website: www.nordicpanoramaplc.com.
7. Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Nordic, all “dealings” in any “relevant securities” of Nordic (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 period” 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 Nordic, 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 City Code, all “dealings” in “relevant securities” of Nordic by Bidco 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 referenced 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.
8. Documents available for inspection
Copies of the following documents are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of DMH Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF, while the Offer remains open for acceptance:
(a) the memorandum and articles of association of each of Bidco and Nordic;
(b) the audited consolidated accounts of Nordic for the last two financial years;
(c) the consent letters from CV Capital LLP and IAF Capital referred to in paragraphs 6.9 and 6.10 above;
(d) the irrevocable undertakings referred to in paragraph 6.1 above;
(e) the material contract referred to in paragraph 4 above; and
(f) this document.
APPENDIX VI
Definitions
The following definitions apply throughout this document and the Form of Acceptance unless the context otherwise requires:
“Accepting Nordic Shareholders” Nordic Shareholders who validly accept the Offer;
“AIM” the AIM market of the London Stock Exchange;
“Australia” Commonwealth of Australia, its states, territories or possessions;
“Bidco” or the “Offeror” Nordic Panorama AS, a company incorporated under the laws of the Norway with registered number 992 860 790 and has its Registered Office at Holmenkollveien 125 B, 0787 Oslo, Norway;
“Bidco Associates” T Stykket Eiendom AS, PJ Vradal Invest AS, Henning Johnsen and Kjetil Johnsen, whether directly or indirectly;
“Bidco Directors” the directors of Bidco, whose names are set out at page 6 of this document;
“Bidco Shares” the current 100,000 shares each with a face value of NOK 1 issued in Bidco as of the date of this Offer.;
“Business Day” means a day other than a Saturday or Sunday or a public holiday in England and Wales;
“Canada” Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereof;
“Cash Offer” the cash offer described in this document pursuant to which Nordic Shareholders who validly accept the Offer may elect to receive cash consideration instead of New Bidco Shares;
“certificated” or
“in certificated form” in relation to a share or other security, not in uncertificated form (that is, not in CREST);
“City Code” the City Code on Takeovers and Mergers;
“connected person” has the meaning attributed to it in section 252 of the Companies Act;
“Companies Act” or “the Act” Companies Act 2006, as amended;
“concert party” a group “acting in concert” as defined in the City Code;
“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations);
“CREST Manual” the manual issued by Euroclear from time to time;
“CREST member” a person who had been admitted by Euroclear as a system member (as defined in the CREST Regulations);
“CREST participant” a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
“CREST payment” has the meaning given to that term in the CREST Manual;
“CREST personal member” a CREST member admitted to CREST as a personal member;
“CREST Regulations” or “Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended);
“CREST sponsor” a CREST participant admitted to CREST as a CREST Sponsor;
“CREST sponsored member” a CREST member admitted to CREST as a sponsored member under the sponsorship of a CREST sponsor;
“Disclosure Period” the period beginning 12 months prior to the Offer Period and ending on 15 March 2010 (the last practicable date prior to the posting of this document);
“Electronic Acceptance”
the inputting and settling of a TTE Instruction which constitutes or is deemed to constitute an acceptance of the Offer on the terms set out in this document;
“Enlarged Issued Share Capital” the Bidco Shares in issue following the closing of the Offer Period, assuming the Offer is accepted in full and there are no elections to the Cash Offer, and that none of the Nordic Share Options are exercised during the Offer Period;
“ESA Instruction”
means an Escrow Account Adjustment Input (AESN) transaction type “ESA” (as described in the CREST Manual);
“Escrow Agent” Neville Registrars Limited in its capacity as escrow agent;
“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST;
“First Closing Date” 1.00 p.m. on 6 April 2010;
“Form of Acceptance” form of acceptance and authority relating to the Offer;
“FSA” Financial Services Authority;
“IAF Capital” IAF Capital Limited, a company incorporated in England and Wales with registered number 04753466, a firm regulated and authorised by the Financial Services Authority, which is advising Nordic for the purposes of Rule 3 of the City Code and which is independent of, and has no arrangement with, Bidco;
“Japan” Japan, its cities, prefectures territories and possessions;
“Member Account ID” the identification code or number attached to any member account in CREST;
“New Bidco Shares up to 16,443 new Bidco Shares to be issued as consideration under the Offer;
“NOK” Norwegian Kroner;
“Nordic” or “Company” Nordic Panorama Plc registered in England and Wales under registered number 148798;
“Nordic Board” the board of directors of Nordic;
“Nordic Directors” the directors of Nordic;
“Nordic Independent Directors” Norman Lott and Alexander Borrelli;
“Nordic Shareholder(s)” or “Shareholder(s)” holders, from time to time, of Nordic Shares;
“Nordic Shares” the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of £500 each in the capital of Nordic 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 or, subject to the provisions of the City Code, such earlier date or dates as the Offeror may determine;
“Offer” the Offer by Bidco, comprising the Cash Offer and the Share Offer, to acquire all of the Nordic Shares on the terms set out in this document and in the Form of Acceptance including, where the context requires, any subsequent revision, variation, extension or renewal of such offer;
“Offer Period” period commencing on (and including) 16 March 2010 and ending on 6 April 2010 or, if later, the date on which the Offer actually closes;
“Offer Price” £55.80 per Nordic Share;
“Overseas Shareholders” Nordic Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of countries other than the UK or who are nominees of, or trustees for, citizens, residents or nationals in countries other than the UK;
“Panel” the Panel on Takeovers and Mergers;
“participant ID” the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant;
“Receiving Agent” Neville Registrars Limited of Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA;
“Regulatory Information Service” a service approved by the FSA for the distribution of announcements to the public;
“Restricted Jurisdiction” the United States, Canada, Australia, the Republic of South Africa or Japan or any jurisdiction where the extension or acceptance of the Offer would violate the relevant laws of that jurisdiction;
“Share Offer” the share offer described in this document pursuant to which Nordic Shareholders who validly accept the Offer may receive new Bidco Shares instead of cash;
“TFE Instruction” a transfer from escrow instruction (as defined in the CREST Manual);
“TTE Instruction” a transfer to escrow instruction (as defined in the CREST Manual);
“uncertificated” or
“in uncertificated form” in relation to a share or other securities, recorded on the register of members of Nordic as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;
“United States” the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other area subject to its jurisdiction;
“US Person” a US person as defined in Regulation S under the US Securities Act;
“US Securities Act” the US Securities Act of 1933, as amended and the rules and regulations promulgated thereunder; and
“Vradal” Vradal Panorama AS, the operating subsidiary of Nordic.
All references to legislation in this document are to English legislation unless the contrary is indicated. Save where otherwise stated, for the purpose of this document, “subsidiary undertaking” and “associate” have the respective meanings given to them by the Act and the term “subsidiary” shall have the meaning given to it by the Companies Act 1985 and 2006.
Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Any reference to words denoting the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
All times referred to are London times unless otherwise stated.
Dated 16 March 2010