Luxonen S.A. In Voluntary Liquidation

Transcription

1 Luxonen S.A. In Voluntary Liquidation April 2013 LUXONEN S.A. Mailing address: P.O Box 871, L-2018, Luxembourg Phone:

2 Contents Page 1. Summary Terms and instructions Liquidator Timetable Tax issues in Sweden 5. 1 P a g e

3 1. Summary In accordance with a proposal by the Board of Directors, the Extra General Meeting of Shareholders of Luxonen S.A., which was held on 19 April 2013, resolved to put Luxonen S.A. into voluntary liquidation. As communicated in a press release on 21 February 2013, Luxonen S.A. has previously announced its intention to propose to the shareholders to resolve on a voluntary liquidation of the Company as soon as the Company s illiquid assets have been converted into liquid assets, but not later than 31 December The Board then resolved to propose to an extraordinary general meeting (EGM) to be held on 19 April 2013 to resolve on a voluntary liquidation of the Company. The EGM was held right after the annual general meeting (AGM). As a part of the liquidation process and based on the current valuation (i.e. 15 April 2013), the Board anticipates that approximately SEK 1,260 million, corresponding to SEK 121 per share, of liquid assets can be distributed to the shareholders of Luxonen by mid-may The remaining assets of Luxonen will correspond to approximately SEK 156 million or SEK 15 per share (approximately SEK 136 million in illiquid assets in Nordic Fund for Emerging Market Debt and approximately SEK 20 million in liquid assets), and will be liquidated as soon as possible. The liquidation process may, however, in order to secure shareholder value, take several years to complete. Upon completion of the liquidation of Luxonen, all of the Company s assets will have been distributed to its shareholders. The average cost for the liquidation process is estimated to approximately SEK 3 million per year, with slightly higher costs for the first year of the liquidation process. As part of the sale of assets, subject to approval of the Central Bank of Ireland, the Board has decided that Luxonen shall sell its 33.6% capital interest in Nordic Fund Management (Ireland) Limited (NFM) to two of the members of the Board, Björn Carlson (chairman) and Bo Lehander (director) after the dividend distribution in NFM at the end of April 2013 has been effectuated. 1 Please refer to Luxonen s press release of 15 April P a g e

4 1. Summary (continued) To support its decision, the Board has obtained a valuation report of Luxonen s capital interest in NFM by an independent valuation expert and such report concludes that the most appropriate valuation method for establishing a value of the capital interest is a net asset value approach. In order to secure shareholder value, the Board will evaluate alternatives to the listing on NASDAQ OMX Stockholm during the liquidation process. 2. Liquidator At the Extra General Meeting of shareholders, Mr Johan Kuylenstierna was appointed liquidator of the Company. 3. Terms and instructions Final day for trading in Luxonen S.A shares including the redemption amount is 6 th of May 2013 and settlement date is 10 th of May All shareholders holding shares in Luxonen S.A. on the 10 th of May 2013 (the record date) will be entitled to the disbursement of liquidation/redemption amount made on 15 th of May The distribution of the liquidation amount will be managed by Euroclear Sweden AB, based on information from the shareholders register, held by Carnegie Investment Bank AB. 3 P a g e

5 4. Timetable 19 April 2013 Annual General Meeting and Extra General Meeting of shareholders. Press release with regards to resolutions taken and step-plan for liquidation process. 6 May 2013 Final day for trading in Luxonen S.A. shares including the redemption amount. 7 May 2013 First day for trading in Luxonen S.A. shares excluding the redemption amount. 10 May 2013 Record date for receipt of liquidation/redemption amount. 15 May 2013 Disbursement of payment of liquidation funds, SEK 121 per share, to shareholders. Note that Luxonen S.A. shares purchased after 6 May 2013 does not give right to liquidation distribution. 4 P a g e

6 5. Tax issues in Sweden This section contains a summary of certain Swedish tax rules regarding natural persons and limited companies with unlimited tax liability in Sweden which hold shares in Luxonen S.A. The summary is intended only as general information. The tax consequences for each individual shareholder depend in part on the individual s particular circumstances. We therefore recommend each shareholder to consult a tax adviser regarding any tax consequences not addressed below. Capital gains tax during liquidation When Luxonen S.A. (the Company) is going into liquidation, the shares of the Company should be treated as divested (44 Chap. 7 Swedish income tax law). This means that the shareholders of the Company shall be taxed on any possible capital gains tax raised in connection with the liquidation. When disbursement is made during several occasions, a capital gains tax computation should be made at the time of every single disbursement (prop. 1993/94:234 s.134). The tax basis (omkostnadsbeloppet) is consumed as it is offset against liquidation distribution received (48 Chap. 15 Swedish income tax law). This means that the tax basis shall be taken into consideration at the capital gains tax computation of the first disbursement. If a part of the tax basis remains, this shall be taken into consideration during the capital gains tax computation being made at the second disbursement etc. 5 P a g e

7 5. Tax issues in Sweden (continued) The treatment of the tax basis can be illustrated by the following example (total disbursement of SEK 155 during 3 years and purchase price of SEK 100 per share): Tax basis (omkostnadsbelopp) 100 Capital gains computation Taxable gain (loss) Remaining part of tax basis Disbursement year Disbursement year Disbursement year Total capital gain +55 The Tax authorities in Sweden (Skatteverket) has confirmed the above treatment of the liquidation disbursements. Details can be found in Swedish on our website in the section Luxonen in Liquidation. Björn Carlson Johan Kuylenstierna Ex-Chairman Luxonen S.A. Ex-Managing Director Luxonen S.A / Liquidator Phone: Phone: P a g e