TIMETABLE AND CONDITIONS OF THE TENDER OFFER FOR FIM GROUP’S SHARES AND OPTIONS
FIM GROUP CORPORATION STOCK EXCHANGE RELEASE APRIL 13, 2007 AT 7:00 p.m.
TIMETABLE AND CONDITIONS OF THE TENDER OFFER FOR FIM GROUP’S SHARES AND OPTIONS
FIM Group Corporation has received today the following release:
GLITNIR BANKI HF STOCK EXCHANGE RELEASE APRIL 13, 2007 AT 7:00 p.m.
TIMETABLE AND CONDITIONS OF THE TENDER OFFER FOR FIM GROUP’S SHARES AND OPTIONS
Not for release, publication or distribution in the United States, Canada, Japan or Australia.
Due to executed trades concerning the shares of FIM Group Corporation on March 16, 2007 Glitnir banki hf. is obligated to make a public tender offer for FIM Group Corporation’s shares and options. The tender offer is made for all shares issued by FIM that are not owned by FIM or any company belonging to the FIM
group of companies.
The offer document based on the Finnish Securities Market Act has been submitted to the Finnish Financial Supervision Authority today. The tender offer document is estimated to be published on April 23, 2007 after which the offer period would commence on April 25, 2007 and expire on May 16, 2007.
The following is a description of the tender offer and its main terms and conditions. The complete terms and conditions of the tender offer will be published in the offer document approved by the Finnish Financial Supervision Authority.
Principal terms of the tender offer
The Offeror and Target of tender offer
Glitnir banki hf. (below, Glitnir or the Offeror) (or a subsidiary fully owned by the Offeror) makes an offer subject to the conditions below for all shares and options rights issued by FIM Group Corporation (below, FIM or the Company) that are not held by FIM or any company belonging to its consolidated group.
Offer Price
Shares
The Offer Price for each share validly tendered and not properly withdrawn in accordance with the terms and conditions of the tender offer is EUR 8.00. FIM’s shareholders may choose between the following alternatives:
a) a combined consideration in cash and equity (Combined Consideration) comprising a EUR 4.00 cash payment and 14.75 Glitnir shares (Consideration Share) for each FIM share. The calculated value of the Combined Consideration is EUR 8.0 based on the Prices (defined in below), or
b) the cash consideration of EUR 8.00 for each share.
Option Rights
The price for 2006A and 2006H option rights entitling to the Shares is EUR 2.95. The option rights do not entitle the holder to receive Combined Consideration in the tender offer. The option rights 2006B and 2006C are in the FIM Group’s possession and are not subject to the tender offer.
Prices: the Offeror has determined the value of the offer price in the tender offer so that the Glitnir share is deemed to be ISK 24.8 per share being the closing price of the Glitnir share on the Iceland Stock Exchange on 15 January 2007. The ISK/EUR exchange rate is 91.44 being the mid rate published by the Icelandic Central Bank on 16 January 2007.
Offer Period
The tender offer will be valid as of 25 April 2007 at 10.00 am (Finnish time) until 16 May 2007 at 4.30 pm (Finnish time), during which period FIM’s shareholders and holders of option rights may accept the tender offer unless the Offer Period is extended or the extended period discontinued as set forth below (the Offer Period). Should the Offer Period be extended, the maximum duration of the Offer Period may be in all 10 weeks at maximum.
The Offeror reserves the right to extend the Offer Period as allowed in the Securities Market Act.
Tender Offer Acceptance Procedure
FIM Securities Ltd acts as the manager of the Offer and is responsible for the execution of the Offering and the sale and purchase of the shares as instructed by Glitnir. Glitnir or its appointed entity will manage the tender offer with regard to the option rights. The final terms as included in the offer document will contain detailed instructions on the procedure to accept the tender offer.
The acceptance of the tender offer is irrevocable and it cannot be withdrawn. The acceptance of the tender offer is, however, possible to withdraw during any extended Offer Period prior to the expiry of the extended Offer Period and in other cases as provided by applicable legislation.
Terms of Payment and Settlement
The sale and purchase of the shares and option rights validly tendered and not properly withdrawn in accordance with the terms and conditions of the Offer will be executed, and consideration will be paid, subsequent to the completion of the Offer Period, in accordance with final terms and conditions of the tender offer as described in the offer document.
The Offeror reserves the right to postpone the execution and settlement of the tender offer in event of a technical or other reason beyond the control of the Offeror.
Trading in Consideration Shares
The Offeror intends to list the Consideration Shares on the Iceland Stock Exchange (ICEX) in the same manner as other shares in the company subsequent to the completion of the Offer Period in accordance with final terms and conditions of the tender offer as described in the offer document.
Transfer Tax and Other Fees
The Offeror shall be responsible for the Finnish transfer tax, if any, payable on the sale and purchase of the shares and option rights in accordance with the Offer.
Restrictions applicable to the tender offer
The Offer will not be made directly or indirectly in areas in which
making the tender offer would violate the law. The offer document or its related acceptance forms will not be distributed or forwarded, nor may they be
distributed or forwarded in any way, such as by post, fax, email or telephone,
or in any other way, to or from areas where it would violate the law. The Offer will not be made directly or indirectly in the United States, Canada, Australia or Japan, nor to those countries, and nor will the offer document or its related information be sent to the United States, Canada,
Australia or Japan.
Glitnir banki hf.
Board of Directors
Further information:
Bjarni Ármansson, CEO, Glitnir banki hf.
Tel: +354 440 4005
Bjorn Richard Johansen, Managing Director, Corporate Communications, Glitnir banki hf.
Tel: +47 2282 5693
bjr@glitnir.no
Glitnir banki h.f.
Tel: +354 440 4500
Risto Pertunen, CEO FIM Group Corporation
Tel: +358 9 6134 6303
DISTRIBUTION
Helsinki Stock Exchange
Main media
DISCLAIMER
These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States.
This document may not be published, released or otherwise distributed, full or partially, to the United States, Canada, Japan or Australia. This document is not a prospectus and as such does not constitute an offer to sell or the solicitation of an offer to purchase shares or rights to subscribe for shares. Investors should not subscribe for any shares or rights referred to in this document, or tender any shares, except on the basis of the information contained in a prospectus or tender offer document. The offer will not be made in any such country in which either the offer or the participation into it would be prohibited, or would acquire, in addition to measures under Finnish law, tender offer’s preparing, registration or any other measures.
Offers will not be made directly or indirectly in any jurisdiction where prohibited by applicable law and any offer documents and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the rights offering and the tender offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means of instrumentality (including fax, telex, telephone or Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Hong Kong, Japan, South-Africa, Canada or the United States. The tender offer is not acceptable, if one of the before mentioned means are used or if the approval of the tender offer is executed in the United States, Canada, Japan or Australia.