Peab AB (publ) Brinova Fastigheter AB

Transcription

1 Information for Peab s shareholders prior to the ordinary annual general meeting 15 May 2003 Information for shareholders of Peab AB (publ) regarding the distribution of Brinova Fastigheter AB

2 Table of Contents Summary of the Board s proposals... 2 Background and motivation... 3 Brinova in short... 4 Financial effects of distribution of Brinova for Peab... 7 The Board of directors, executive management and auditors... 8 Tax issues... 9 Important dates Annual General Meeting of Peab AB 15 May 2003 Last day of trading with Peab s shares with the right to share units in Brinova 10 October 2003 Peab quoted exclusive right to share units in Brinova 13 October 2003 Date of receipt of share units in Brinova 15 October 2003 Trading with share units in Brinova 20 October 4 November 2003 Notification period 20 October 7 November 2003 Estimated date of registration of Brinova s B-share on Stockholm Exchange O-list 20 November 2003 This information leaflet is not a quotation prospectus, but an aid for Peab s shareholders in deciding on the Board s suggested distribution of Brinova Fastigheter AB. If a decision is made regarding this distribution at Peab s shareholders meeting on 15 May 2003, a quotation prospectus will be distributed to Peab s shareholders on 17 October This quotation prospectus will also be available on Peab s website, from 7 October

3 Summary of the Board s proposals The Board of Peab AB ( Peab ) suggests that the ordinary shareholders meeting in Peab of 15 May 2003 should aim to reach a decision, in conjunction with Lex Asea, on distributing all shares in the wholly owned subsidiary Brinova Fastigheter AB ( Brinova ) to the shareholders of Peab. For every A-share in Peab, one (1) share unit in series A in Brinova is received. For every B-share in Peab, one (1) share unit in series B in Brinova is received. Ten (10) share units in series A will correspond to one share in series A in Brinova. Ten (10) share units in series B will correspond to one share in series B in Brinova. All shares in Brinova entail the same right to a share in the company s assets and results. Shares in series A entail ten (10) votes and shares in series B one (1) vote. 500 or fewer share units For shareholders who own 500 or fewer share units, those shares will be sold without brokerage, after which a cash reimbursement will be paid out. Those shareholders who wish to receive shares in Brinova instead of cash reimbursement must apply to FöreningsSparbanken. Example 305 shares in Peab One shareholder who on the record day 15 October 2003 owns 305 shares in Peab subdivided shares in Brinova 30 shares in Brinova...receives, after application, 30 shares in Brinova and 5 share units sold automatically and without brokerage... Cash reimbursement...receives a cash reimbursement for all share units sold without brokerage....after which the liquid sales price is paid to the shareholder. 501 or more share units For shareholders who own 501 or more share units, the shares will be automatically converted to whole shares in Brinova. Example shares in Peab A shareholder who on the record day 15 October 2003 owns shares in Peab subdivided shares in Brinova 200 shares in Brinova...receives 200 shares in Brinova and 5 share units which are sold automatically and without brokerage......after which the liquid sales price is paid to the shareholder. Special procedures share units Shareholders who own share units can sell these without brokerage through FöreningsSparbanken. If share units are sold without brokerage, an application form must be submitted to FöreningsSparbanken. Example shares in Peab A shareholder who on the record day 15 October 2003 owns shares in Peab subdivided shares in Brinova Cash reimbursement...receives a cash reimbursement for all share units sold without brokerage. For those who own shares, the surplus share units which cannot be divided by ten (10) will automatically be sold without brokerage through FöreningsSparbanken. The liquid sales price paid to shareholders whose share units are sold through FöreningsSparbanken is based on the average of the closing price of Brinova s B-share during the first ten trading days after the listing. 2

4 Background and motivation In February of 2003, Peab s Board decided to propose the ordinary annual general meeting to distribute all shares in Brinova to the shareholders. Brinova was established in December 2002 through Peab transferring all properties of the wholly owned subsidiaries Fastighets AB Skånehus and Birsta Fastigheter AB, as well as a number of Peab s directly owned investment properties, to Brinova. The proposed distribution of Brinova is the last major step in Peab s process (begun in the Autumn of 1999) towards becoming solely a building and construction firm. The Board considers that the distribution of Brinova will increase the total value held by Peab s shareholders, and that a distribution of Brinova is more profitable for the shareholders than any other alternative. The Board also considers that a distribution will create better conditions for both Peab and Brinova, in terms of focusing on their respective core activities. Through a separate listing of Brinova s B- share on the Stockholm Exchange s O-list, it is judged that Brinova will gain an increased publicity in both the stock market and the media, more than if it remains a part of Peab. Such a listing will mean that Brinova will gain direct access to the capital market, which will in turn increase its possibilities of using its own shares as a means of payment in any future acquisitions. The proposed distribution will take place in accordance with Lex Asea, which means that the distribution will be tax free both for Peab and for its shareholders in Sweden. Förslöv 29 April 2003 Peab AB (publ) The Board 3

5 Brinova in short As of 31 March 2003, Brinova s properties numbered 75, mainly located in southern Sweden, with a c square metre area for leasing, and a total leasing income of c. SEK 294 million. The properties consist of logistics, housing and commercial properties with a total market value of c. SEK million. The company s head office is located in Helsingborg. Company Business concept, aims and strategy Brinova s business concept is to create value through acquiring, developing and administering properties. This includes logistics properties, other commercial properties and housing properties. Brinova mainly operates in areas experiencing economic growth, in southern and middle Sweden. Brinova s financial aims include a return of equity of 15 percent over a business cycle, and a equity/assets ratio of 30 percent, with a minimum level of 20 percent. The share distribution is to amount to c. 50 percent of the company s earnings after tax, after the solvency aim has been achieved. In order to achieve a greater size and market presence, Brinova will need to have an active acquisition strategy. The intention is to finance future acquisitions in large part with the company s own shares. Business activities Brinova s business activities are divided into three areas: Brinova Logistik (Brinova Logistics), Brinova Bostäder (Brinova Housing) and Brinova Kommersiellt (Brinova Commercial). Brinova s properties are distributed among these three areas according to their main use. Brinova Kommersiellt includes all commercial properties excluding logistics properties, which make up a separate business area. Organisation The property administration is divided into three areas: Brinova Logistik, Brinova Syd and Brinova Mellersta. Brinova s organisation consists mainly of staff that have previously been employed in Fastighets AB Skånehus and Birsta Fastigheter AB. The leading staff includes Mikael Halling, business area manager of Brinova Logistik, former MD of Birsta, and Lars Nilsson, business area manager of Brinova Bostäder och Brinova Kommersiellt, former MD of Skånehus. Mats Leifland is acting MD pro tem. of Brinova. Recruitment of a new MD is currently taking place. Brinova Brinova Logistik Brinova Bostäder Brinova Kommersiellt Number of properties: 15 Lettable area: sq.m. Number of properties : 18 Lettable area : sq.m. Number of properties : 42 Lettable area : sq.m. 4

6 Property holdings On 31 March 2003, Brinova owned 75 properties, with an area suitable for leasing totalling c square metres. The annual contracted rental income as of 31 March 2003 was c. SEK 294 million, and the financial leasing percentage rose to c. 96 percent. The business area Brinova Logistik is made up of logistics properties that are strategically located along the major traffic routes Malmö- Göteborg-Stockholm-Malmö. The business area Brinova Bostäder is made up of housing properties mainly located in Malmö, Ängelholm and Helsingborg. The business area Brinova Kommersiellt is made up of commercial properties excluding logistics properties. They consist mainly of office and warehouse properties located in southern and middle Sweden. The contracted leasing income from Brinovas five largest areas - Malmö, Helsingborg, Stockholm, Västerås and Jönköping makes up c. SEK 183 million, which corresponds to c. 62 percent of Brinova s total rental income. Distribution of lettable area and contracted rental income per business activity, Number of Lettable Rental Rental proper- area 1000s income income Business activity ties sq.m. MSEK share Brinova Logistik % Brinova Bostäder % Brinova Kommersiellt % Total % Distribution of lettable area and contracted rental income per location, Number of Lettable Rental Rental proper- area 1000s income income Location ties sq.m. MSEK share Malmö % Helsingborg % Stockholm % Västerås % Jönköping % Klippan % Ängelholm % Göteborg/Borås % Halmstad % Hässleholm % Other Skåne % Other Sweden % Total % Distribution of lettable area per type of premises, Warehouses/ industry 15% Shops 3% Other 10% Logistics 40% Stockholm Offices 12% Residential housing 20% Helsingborg Malmö 5

7 Balance and results calculation As of 31 March 2003, Brinova s total balance totalled SEK 2558 million, and its equity SEK 479 million. The properties total value accounted for as of 31 March 2003 was c. SEK 2400 million, which is on a level with the externally evaluated market value as of November The results for the period 1 January-31 March 2003 was SEK 9 million. The properties operating profit for this period was SEK 47 million. During the first quarter, two properties were sold at a profit of SEK 3 million, and one property was acquired. Since then, two more properties have been acquired, with effect from April. The properties direct annual yield as of 31 March 2003, based on contracted leasing and after deductions of evaluated property expenses is c. SEK 8.5 percent. Capital structure A refinancing of Brinova s properties is currently taking place. This refinancing will be completed in the second quarter of Brinova intends as a part of this financing to take a convertible five-year loan from Peab of SEK 253 million, with effect from June After full conversion, the number of shares in Brinova will increase by 4.6 million B-shares. In future conversions, Peab does not intend to acquire a share in Brinova in excess of 20 percent. In part of the convertible loan, Peab intends to offer a maximum options to buy as part of an incentives programme for Brinova s employees. Balance sheet MSEK Assets Tangible assets Financial fixed assets 109 Current assets 17 Total assets Shareholders equity and liabilities Shareholders equity 479 Minority interest 1 Long-term liabilities Current liabilities 110 Total shareholders equity and liabilities Income statement Jan-Mar MSEK 2003 Rental income 76 Operating expenses -29 Net operating income before depreciation 47 Depreciation -8 Net operating income from property administration 39 Central administrative expenses -4 Net income from property sales 3 Operating income 38 Profit from financial items -25 Profit after financial items 13 Tax -4 Profit for the period 9 Key ratios per share 1) Number of shares, million 8.5 Shareholders equity per share, SEK Profit per share, SEK ) Calculated on number of outstanding shares in Peab 31 March 2003 (84,8 million) divided with 10. Definitions Shareholders equity per share Shareholders equity divided with number of outstanding shares in Peab on 31 March 2003 divided with 10. Profit per share Profit for the period divided with number of outstanding shares in Peab on 31 March 2003 divided with 10. Direct yield for the properties Contracted rent on 31 March 2003 deducted of estimated property expenses 2003 divided with the properties booked value. 6

8 Financial effects of the distribution of Brinova for Peab In Peab s closing account of 31 December 2002, the property business was accounted for according to earlier principles. A significant number of the administration properties have been accounted for as interest groups/joint ventures and temporary ownership and thus have not been completely consolidated in the Peab group. In Peab s account of 31 December 2002 balance posts are assigned to Brinova with financial fixed assets of c. SEK 350 million, project and development properties for c. SEK 450 million and interest-bearing liabilities and allocations for c. 270 million. Based on Peab s closing account of 31 December, Peab s equity was reduced by c. 530 million before distribution costs. If distribution is decided upon, all assets and debts assignable to Brinova will be deconsolidated during Of the SEK 488 million profit for 2002 for Peab, SEK 12 million, corresponding to SEK 0.10 per share, were assignable to the assets transferred to Brinova. Proposed Peab 2002 Balance sheet Peab distribution excl proposed MSEK 2002 (c. amount) distribution Assets Intangible assets Tangible assets Financial fixed assets Project and development properties Current assets Total assets Shareholders equity and liabilities Shareholders equity Minority interests Interest-bearing liabilities & allocations Non-interest-bearing liabilities Total shareholders equity and liabilities Peab 2002 Income statement Peab Proposed excl proposed MSEK 2002 distribution distribution Net sales Operating expenses Shares of associated companies/ joint ventures Operating income Profit from financial items Profit after financial items Tax Minority interests 2 2 Profit for the year Key ratios per share Number of shares, million per Shareholders equity per share, SEK Profit per share, SEK

9 Board of directors, executive management and auditors Board of directors Lars-Ove Håkansson Djursholm, born in Chairman of the Board in Brinova Fastigheter AB since 2003, former Chairman of the Board of Fastighets AB Skånehus since Other Board assignments: Chairman of the Board in Scandiaconsult AB, SIDAB, Kone Hissar AB, Finansjuristerna AB, Pegasus AB och Byggelit AB. Board member of SSRS Holding AB, Malmöhus and Invest AB. Holding in Peab: 0. Boel Flodgren Lund, born in Board member of i Brinova Fastigheter AB since Jur.dr. Professor and former principal of University of Lund. Other Board assignments: Chairman of the Board of Sparbanken Finn. Board member of Industrivärden, University of Oslo, Skandia and member of several foundations in research and education. Holding in Peab: 0. Göran Hellström Helsingborg, born in Board member of Brinova Fastigheter AB since 2003, former Board member of Fastighets AB Skånehus since Senior partner and MD of Navet AB. Other Board assignments: Board member of Mariannes Farm AB. Holding in Peab: Class B shares. Bengt Hylén Helsingborg, born in Board member of Brinova Fastigheter AB since 2003, former Board member of Fastighets AB Skånehus since Other Board assignments: Chairman of the Board of ScandStick AB, Swedtryck AB and Hälsingborgs Byggmästares Fastighets AB and Board member of among others SEB:s local Board in Helsingborg. Holding in Peab: Class B shares. Mats Paulsson Förslöv, born in Board member of Brinova Fastigheter AB since 2003, former Board member of Fastighets AB Skånehus and Birsta Fastigheter AB since MD of Peab AB. Other Board assignments: Board member of Skistar AB and Peab AB. Holding in Peab: Class A shares and Class B shares. Executive management Mats Leifland Lund, born in MD pro tem. of Brinova Fastigheter AB. Deputy MD of Peab AB. Holding in Peab: Class B shares. Mikael Halling Helsingborg, born in Business area manager of Brinova Logistik. Former MD of Birsta Fastigheter AB since Holding in Peab: 500 Class B shares. Lars Nilsson Helsingborg, born in Business area manager of Brinova Bostäder and Brinova Kommersiellt. Former MD of Fastighets AB Skånehus since Holding in Peab: 0. Peter Andersson Helsingborg, born in CFO of Brinova Fastigheter AB, former CFO of Fastighets AB Skånehus since Holding in Peab: 600 Class B shares. Auditors Alf Svensson Malmö, born in Authorised public accountant, KPMG. Auditor for Brinova Fastigheter AB since Camilla Alm Andersson Höllviken, born in Authorised public accountant, KPMG. Deputy auditor for Brinova Fastigheter AB since

10 Tax issues The following is a brief account of certain Swedish taxation rules that apply to the distribution of shares in Brinova Fastigheter AB. This summary is based on current Swedish rules and is only intended to provide general information. The taxrelated dealings with individual shareholders partly depend on the specific situation of the individual shareholder. Every shareholder should therefore consult his or her own tax advisor for information about the special taxation consequences that the offer may entail. This account comprises a brief overview of taxation consequences for physical and legal persons; however, it does not cover cases in which shares constitute assets in companies or are owned by companies. Distribution of shares in Brinova The distribution is covered by the rules in 42 kap. 16 Inkomstskattelagen (Income Tax Law) (1999:1229), the so-called Lex Asea. Lex Asea entails that the distribution of shares under certain conditions is tax free for the receiver, and that there will be no taxation effect on the distributing company (Peab). Taxation of shares: physical persons and estates Capital taxation is activated by any future sale of the shares. The acquisition value for the distributed shares in Brinova is the distribution receiver s average acquisition value for the shares in Peab corresponding to the change in the market value of these shares as a result of the distribution. Peab will apply for the tax authorities (Riksskatteverkets) recommendation concerning the distribution of the acquisition value of the shares in Brinova and Peab. Peab will then provide information about the tax authorities recommendation through the daily press. Brinovas B-share will be listed in Stockholm Exchange s O-list. Shares listed on the O-list are exempt from capital taxation and are taxed at up to 30 percent of the listed value in the case of inheritances and gifts. Taxation of shares: legal persons Joint stock companies are taxed on all earnings including distribution and capital gain in companies at a tax rate of 28 percent. However, distribution of industry taxed shares is tax free. Shareholders in other countries In the case of distribution to shareholders who in terms of taxation law are considered legal residents of other countries, the normal Swedish dividend tax applies, up to 30 percent. Distribution which is covered by Lex Asea, however, is exempt from Swedish dividend tax. Shareholders who are not required to pay tax in Sweden are normally not taxed in Sweden in the case of a disposal of Swedish shares. However, Swedish taxation may be actualised if a physical person at any time during the ten years prior to the year of disposal has lived in or regularly visited Sweden. 9

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