Offer to the shareholders for the buy-back of Class B shares

Transcription

1 Page 1 of 6 24 November 2015 Offer to the shareholders for the buy-back of Class B shares in Auriga Industries A/S (CVR no ) Finlandsgade Aarhus N Denmark This Share Buy-back Offer is not directed at shareholders, whose participation requires an offer document, registrations or other measures beyond what is required under Danish law. This Share Buy-back offer is neither directly nor indirectly directed at shareholders resident in the USA, Canada, Australia, New Zealand, Japan or in other jurisdictions, where the offer or acceptance of the offer would be contrary to the legislation in such jurisdiction, and shall not be submitted to shareholders resident in such jurisdictions. Any person that obtains possession of documents concerning the Share Buy-back Offer is assumed to obtain all necessary information concerning any limitations and to comply with such limitations. This is solely an offer and not a recommendation from Auriga Industries A/S to the shareholders to sell all or part of their Class B shares under the Share Buy-back Offer or otherwise at the price offered. The Shareholders must decide whether they wish to offer their shares for sale and, if so, how many. Taxation of the shareholders depends on their individual circumstances, and it is recommended that the shareholders consult their own tax advisors concerning tax issues relating to them. Introduction Auriga Industries A/S (the Company ) hereby offers the Class B shareholders in the Company (the Class B Shareholders or the Shareholders ) to buy back (the Share Buy-back Offer ) Class B shares in the Company at a price of DKK 2.60 per Class B share of nominally DKK 0.20 (the Purchase Price ). The Purchase Price is fixed by the board of directors of the Company and is determined on the basis of the Company s equity value with deduction of the estimated costs to, inter alia, the completion of the share buy-back and operational costs until the end of Q The Class B shares are issued by VP and are admitted for trading on Nasdaq Copenhagen under ISIN code DK The Company reserves the right to revoke the Share Buy-back Offer. Background for the Share Buy-back Offer As a consequence of the sale of Cheminova A/S, the Board of Directors decided in June 2015 to distribute extraordinary dividends to the Company s shareholders in the amount of DKK 8,236,500,000 in total, equivalent to DKK 323 per Class A and Class B share. See company announcement no. 14/2015 of 11 June With this Share Buy-back Offer, the Board of Directors intends to provide the Class B Shareholders with a possibility to sell their Class B shares in the Company and thus obtain a calculated proportional part of the remaining funds in Auriga. The plans for initiating the Share Buy-back Offer were published in company announcement no. 21/2015 of 30 October 2015.

2 Page 2 of 6 The decision to initiate the Share Buy-back Offer was made on the basis of an authorisation of the Board of Directors adopted at the extraordinary general meeting held on 23 November 2015, according to which the Board of Directors can buy-back 18,000,000 Class B shares, equivalent to 70.6% of the Company s total share capital and 100% of the Company s Class B share capital, respectively. As at today, the Company s holding of treasury shares consists of 125,680 Class B shares, equivalent to approx. 0.5 % of the share capital. Thus, the Company may as a maximum acquire additionally up to 17,874,320 Class B shares under the Share Buy-back Offer, equivalent to a total remuneration of DKK 46,473,232. The buy-back is financed solely be the Company s own funds. Dialogue with the Company s major shareholder The Company has been in dialogue with the Company s major shareholder, Aarhus University Research Foundation (the Foundation ), and several relevant authorities concerning the possibilities of distributing the remaining funds in the Company to the Company s shareholders following the sale of Cheminova A/S. Based on these discussions, the Board of Directors has assessed that it was not possible to implement a liquidation of the Company in practice, and thus this Share Buy-back Offer is made to provide the Class B Shareholders with a possibility to obtain a calculated proportional part of the remaining funds in Auriga. The Foundation has indicated that it supports the completion of the Share Buy-back Offer, and that the Foundation will continue as owner of all Class A shares in the Company. Thus, the Foundation intends to remain the controlling shareholder of the Company. At the time of the publication of the Share Buy-back Offer, the Foundation owns 100% of the Company s Class A shares and approx. 13% of the Company s Class B shares, equivalent to approx. 39% of the Company s total share capital and approx. 83% of the voting rights. Delisting from Nasdaq Copenhagen In anticipation that a major part of the Company s Class B Shareholders will accept the Share Buy-back Offer and thus will sell their Class B shares to the Company, the Board of Directors at the general meeting on 23 November 2015 proposed to be granted authorisation to apply for the delisting of the Company s Class B shares from Nasdaq Copenhagen after the completion of the share buy-back. The Board of Directors was granted this authorisation by the general meeting. The final request for delisting from Nasdaq Copenhagen is expected to be made after the completion of the Share Buy-back Offer. It is Nasdaq Copenhagen that finally determines whether the application for delisting will be accommodated. If the delisting of the Company is accommodated by Nasdaq Copenhagen, the Class B Shareholders who have chosen not to sell their Class B shares in connection with the Share Buy-back Offer will become shareholders in an unlisted company. Due to the Company s ownership structure, these remaining Class B Shareholders should not expect that the Company will be liquidated at a later stage. The Foundation has indicated that it will seek to redeem the remaining Class B Shareholders if the Foundation following the Share Buy-back Offer possesses at least 90% of the share capital and the voting rights in the Company (adjusted for treasury shares). Potential supplementary acquisitions The Company reserves the right, after the completion of the Share Buy-back Offer, to conduct supplementary acquisitions of shares over the stock exchange at the same price as offered in the Share Buy-back Offer.

3 Page 3 of 6 Latest developments Following the sale of Cheminova A/S, there is currently no actual operating activity in the Company. Apart from the initiation of the Share Buy-back Offer, no events have occurred that imply material changes in the Company s position since the Company s publication of its interim report for Q (see company announcement no. 20/2015 of 30 October 2015). The Purchase Price The Purchase Price has been determined by the Company s Board of Directors on the basis of the Company s equity value with deduction of estimated costs to, inter alia, the completion of the share buy-back and operational costs until the end of Q See also company announcement no. 22/2015 of 30 October 2015, which includes a calculation of the Purchase Price. The Procedure of the Share Buy-back Offer and exercise of the Share Buy-back Offer Shareholders who wish to sell their shares in the Company under this Share Buy-back Offer are requested to complete and forward the attached acceptance form to their own depository banks or securities brokers, so that the acceptance form is received by the depository bank or securities broker not later than 15 December 2015 at 4 pm CET. The depository bank or the securities broker must notify Danske Bank A/S of acceptance forms received not later than 15 December 2015 at 5 pm CET. The Shareholders must pay any commission rates or other costs associated with accepting the Share Buy-back Offer. However, the Company will compensate the individual depository banks or securities brokers DKK 150 per custody account, so that the Shareholders sale of shares may take place without or with limited costs for the Shareholders. On 16 December 2015, the Company will publish the result of the Share Buy-back Offer. Payment is expected to take place on 18 December Shareholders, who have sold shares under the Share Buy-back Offer, will be notified of the settlement through their depository bank or securities broker. Time schedule 24 November 2015 The Share Buy-back Offer is published and the Offer Period commences 15 December 2015 The Offer Period expires at 4 pm CET 16 December 2015 Publication of the result of the Share Buy-back Offer 18 December 2015 Expected date for final settlement and payment Terms of the Share Buy-back Offer a) Buyer Auriga Industries A/S, CVR no , Finlandsgade 14, 8200 Aarhus N. b) Number of shares that may be acquired Up to 18,000,000 Class B shares (ISIN code DK ). The final number of Class B shares to be acquired is determined solely by the number of sales orders in connection with the Share Buy-back Offer. The Share Buy-back Offer is thus not conditional upon the Company obtaining acceptances that amount to a minimum number of Class B shares.

4 Page 4 of 6 c) Purchase Price DKK 2.60 per Class B share of nominally DKK d) Offer Period The Share Buy-back Offer runs from 24 November 2015 to 15 December 2015 at 4 pm CET, at which time acceptance of the Share Buy-back Offer must be received by the Shareholders own depository bank or securities broker. The depository bank or the securities broker must notify Danske Bank A/S of acceptance forms received not later than 15 December 2015 at 5 pm CET, including the number of custody accounts that have submitted acceptance. e) Procedure Shareholders, who wish to sell their shares in the Company under these terms, must within the Offer Period complete and forward the attached acceptance form to their own depository bank or securities broker. Only one acceptance form per VP account can be submitted. Registered Shareholders in the Company, resident in Denmark, will receive a copy of the Share Buy-back Offer together with an acceptance form by regular post. The Share Buy-back Offer may also, with certain limitations, be downloaded by shareholders resident outside Denmark via the Company s website Acceptance submitted cannot be revoked by the Shareholder. The Company may disregard the acceptance form, if it is not duly completed, or if the acceptance does not comply with the terms of this Share Buy-back Offer, including the limitations set out in clause (h) below. f) Payment and settlement The Company is expected to acquire the shares with a deadline for payment on 18 December Shares sold are settled in cash. The Shareholders must pay any commission rates or other costs associated with accepting the Share Buy-back Offer. However, the Company will compensate the individual depository bank or securities broker DKK 150 per custody account, so that the Shareholders sale of shares may take place without or with limited costs for the Shareholders. g) Right to revoke the Share Buy-back Offer The Company reserves the right to revoke the Share Buy-back Offer at any time up to and including the time of payment and settlement. If so, this will be published via Nasdaq Copenhagen. h) Limitations in respect of certain jurisdictions This Share Buy-back offer is not directed at shareholders, whose participation in the share buy-back require an offer document, registrations or other measures beyond what is required under Danish law. This Share Buy-back Offer is neither directly nor indirectly directed at shareholders resident in the USA, Canada, Australia, New Zealand, Japan or in other jurisdictions, where the offer or acceptance of the offer would be contrary to the legislation in such jurisdiction, and shall not be submitted to shareholders resident in such jurisdictions. i) Other terms The Share Buy-back Offer and the sale of shares hereunder are governed by Danish law. Shareholders, who sell shares under this Share Buy-back Offer, guarantee that the Shares are free from all charges, liens and other encumbrances at the time of the settlement of the Share Buy-back Offer. Shareholders, who accept the Share Buy-

5 Page 5 of 6 back Offer, will continue to hold all rights attached to the shares comprised by the acceptance, until ownership is transferred to the Company. j) The Company s financial advisor Danske Bank A/S. k) The Company s legal advisor Gorrissen Federspiel.

6 Page 6 of 6 Acceptance of Share Buy-back Offer for Class B shares in Auriga Industries A/S Only one acceptance form per VP account can be submitted. The completed acceptance form must be forwarded to your own depository bank or securities broker, so that the acceptance form is received by the bank or broker in question not later than 15 December 2015 at 4 pm CET. The depository bank or securities broker must subsequently forward the acceptance form to Danske Bank A/S not later than 15 December 2015 at 5 pm CET. I hereby irrevocably accept the Share Buy-back Offer and the other terms of the Share Buy-back Offer published on 24 November 2015 via Auriga Industries A/S website Under the terms set out in the Share Buy-back Offer, I hereby irrevocably order the sale of: Class B shares (ISIN code: DK ) at a price of DKK 2.60 per Class B share of nominally DKK With this acceptance I/we hereby authorise the transfer of the shares sold from my/our depository account: VP Account no.: Depository bank: The sales proceeds are transferred to: Bank: Reg. no./account no.: The Shareholder's signature and details: Name: Civil reg.no./company reg.no.: Address: Postal code/city: Date: Binding signature: Acceptance received by: Name: CD-ident: Company s stamp and signature