Prospectus. Supplement to

Transcription

1 Prospectus Steen & Strøm AS Supplement to Registration Document Dated 4 December 2012 Oslo (Norway), XX. November 2013 Arranger: Page 1 of 7

2 Words with capital initial letter are defined under Definitions in Registration Document for Steen & Strøm AS dated 4 December Principal activities Shopping centres Steen & Strøm is responsible for operations of 43 shopping centres in Scandinavia. Of these, Steen & Strøm owns all or part of 16 centres in Norway, 11 centres in Sweden and 3 centres in Denmark. The financial occupancy rate at the shopping centres was 95.5% at September 30, Some vacancies are temporary on centres under refurbishment. Shopping centres in Sweden Steen & Strøm owns 11 shopping centres in Sweden. Name Place Owner Allum Partille Steen & Strøm AS Domushuset Kristianstad Steen & Strøm AS Emporia Malmø Steen & Strøm AS Etage Trollhättan Steen & Strøm AS Familia Hyllinge Steen & Strøm AS Kupolen Borlänge Steen & Strøm AS Marieberg Galleria Örebro Steen & Strøm AS Mirum Galleria Norrköping Steen & Strøm AS Mitt i City Karlstad Steen & Strøm AS Sollentuna Centrum Sollentuna Steen & Strøm AS Torp Köpcentrum Uddevalla Steen & Strøm AS There are no changes to the ownership and management of shopping centres in Norway and Denmark. Development projects Norway Name Place Type Økern Sentrum Oslo New development Stovner Senter Oslo Extension and refurbishment Vinterbro Vinterbro Extension and refurbishment Amanda Haugesund Extension and refurbishment Maxi Storsenter Hamar Extension and refurbishment Denmark Name Place Type VIVA Odense Odense New development The Summit s Ørestad City Ørestad Extension and refurbishment Bruun s Galleri Aarhus Extension and refurbishment Sweden Name Place Type Kristianstad Nya Galleria Kristianstad New development Kyrktorget (Allum) Partille Extension and refurbishment Torp Uddevalla Extension and refurbishment Wäferiet Borås New development Page 2 of 7

3 2. Trend information As per Annual Report 2012 The market in general In historical terms, consumer spending has been stable in Scandinavia. Following a lower growth in 2009 and 2010 due to the financial crisis, the growth stabilised in Figures for historical and prospective consumer spending are as follow: Norway Sweden Denmark % % % 2013 (forecast) % % % 2014 (forecast) % % % (Source: Statistisk sentralbyrå (SSB), June 2013 /Statistiska centralbyrån (SCB), August 2013 /Danmarks Statistik(DS), October 2013) Steen & Strøm s market position Steen & Strøm is a major Scandinavian market operator in shopping center activities. The board of directors and company administration consider Steen & Strøm s market position to be a good reason to maintain a high level of activity, yet being responsible. Statistics for turnover show that customers appreciate the extensive modernizations, expansions and upgrades being carried out by Steen & Strøm at many of its shopping centres (Source: Steen & Strøm AS, internal figures). Steen & Strøm is also working actively to maintain a low level of vacancy, good marketing and a high level of commercial activity at all shopping centres. 3. Financial information The financial statements of the Company and the consolidated financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The Company s and the Group s accounting policies is shown in Annual Report of 2012, note 1 Consolidation and accounting principles, clause 1.1 Basis of preparation. According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference. Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the Annual Report The Annual Report 2012 can also be found at Group Annual Report 2012 Consolidated income statement 10 Consolidated balance sheets Consolidated cash flow statement 14 Notes to the consolidated financial statements The last year of audited financial information is Ownership Steen & Strøm AS is owned 100 % by Storm Holding Norway AS. Storm Holding Norway AS is owned by Nordica HoldCo AB, which in turn is owned by Klépierre Nordica BV (56.1 %) and APG Pension Fund (43.9 %). The share capital of Steen & Strøm AS is NOK 58,133,335, divided into 30,402,116 shares with par value NOK per share. Page 3 of 7

4 The Company has only one class of shares. The Company s holding of treasury shares as of 31 December 2012 was 1,098, Persons Board of Directors The table below set out the names of the members of the Board of Directors of the Company, their functions and the principal outside activities performed by them, as of 30 October 2013: Name Role Principal activities outside the Group Laurent Jean Jeaques Morel Chairperson Chief Executive Officer in Klepierre Jean-Michel Rene Gault Board member Chief Financial Officer in Klepierre Patrick Michael Kanters Board member Managing director Global Real Estate in APG Pension Fund Jean Marc Jestin Board member Chief Operational Officer in Klepierre Rafael Torres Villalba Board member Head of Listed Real Estate Europe in APG Pension Fund The business address of the Board of Directors is P.O. Box 1593 Vika, N-0118 Oslo, Norway. Management Board The table below set out the names of the members of the Management Board of the Company, their functions and the principal outside activities performed by them, as of November 1, 2013: Name Role Business address Bjørn Tjaum Managing Director P.O. Box 1593 Vika, N-0118 Oslo, Norway Terje Daaland Managing Director P.O. Box 1593 Vika, N-0118 Oslo, Norway Bjørn Tjaum is Managing Director and Chief Financial Officer. He is a Master of Science in Business and Economics and has been with Steen & Strøm since Tjaum has previous experience from various positions at Nordea. Terje Daaland is Managing Director and Chief Economy & IT Officer.Mr. Daaland joined Steen & Strøm in He has held the position as financial director of Bøhler Gruppen AS, Andenæs Eiendom AS, Aker ASA and Reinertsen. Mr Daaland has both technical and economic education. Page 4 of 7

5 6. List of subsidiaries and associated companies Page 5 of 7

6 Page 6 of 7

7 Arranger s disclaimer DNB Bank ASA, the Arranger, has assisted the Company in preparing the Supplement to the Registration Document. The Arranger has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Arranger expressly disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Supplement to the Registration Document or any other information supplied in connection with the issuance or distribution of bonds by Steen & Strøm AS. Each person receiving this Supplement to the Registration Document acknowledges that such person has not relied on the Arranger, nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Oslo (Norway), XX. November 2013 DNB Bank ASA Persons responsible Persons responsible for the information Persons responsible for the information given in this Supplement to the Registration document are as follows: Steen & Strøm AS, P.O. Box 1593 Vika, N-0118 Oslo, Norway. Declaration by persons responsible The Company confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the Supplement to the Registration Document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo (Norway), XX. November 2013 Steen & Strøm AS Page 7 of 7