Published to the NASDAQ OMX Copenhagen via Company News Service on 17 July 2009
(translation of announcement made in Danish today)
Implementation of the restructuring process - offer to bondowners to acquire
shares in Property Bonds VIII (Sverige II) A/S
It is now decided to launch the implementation of the restructuring of Property
Bonds VIII (Sverige II) A/S (Issuer) (former Landic Property Bonds VIII
(Sverige II) A / S), as described in Announcement No 31, published 23. March
2009 and the Announcement No. 36, published on 7 April 2009.
Holders of the bonds issued by Issuer under ISIN code DK0030021449 will thus
(if the conditions for the bondowners' acquisition of shares are met) be given
the right to free of charge acquire a total of 31,980,000 shares of nominal DKK
1 in the Issuer, representing 79.95% of the share capital and votes in the
Issuer. The remaining shares are still owned by Keops Properties A/S in
suspension of payments and Keops Properties II A/S in suspension of payments,
but GE Real Estate Sweden AB has an option to acquire those shares for free.
The trustees in Landic Property A/S in bankruptcy, who are expected to be
appointed as supervisors in Keops Properties A/S in suspension of payments and
Keops Properties II A/S in suspension of payments, has consented to this plan
and the filed suspensions of payments are not expected to block or delay the
restructuring process.
Ownership of a bond issued by Issuer under ISIN code DK0030021449 gives the
bondowner the right to acquire 7,800 shares of nominally DKK 1. The bondowner
may elect to use a third party to acquire all or part of the shares of the
issuer. The shares are acquired on the terms described in the attached
”aktienota”, including that the implementation of the bond owners' acquisition
of shares in the issuer is subject to the conditions described in ”aktienota”
are met. If the conditions are not met by 31 December 2009 at 14:00 the offer
to the bondowners to acquire shares in the issuer is null and void.
One of the conditions for the implementation of the bond owners' acquisition of
shares in the issuer is that GE Real Estate Sweden AB, who has provided a
vendor loan, can approve all buyers of the shares of the issuer. If GE Real
Estate Sweden AB can not accept a buyer the offer to that bondowner to acquire
shares in the Issuer is cancelled. GE Real Estate Sweden AB can only reject a
buyer if the buyer - or the ultimate owner of the buyer - has a dubious
reputation, as determined by GE Real Estate AB Sweden usual "know your
customer" procedures. By signing the attached “aktienota” the buyer accepts
that the issuer can disclose the buyer's name to GE Real Estate Sweden A/S.
The offer of acquisition of shares will expire on Wednesday 12 August 2009 at
16:00.
Regarding the procedure for acquisition of shares reference is made to the
attached “aktienota” and acceptance form to be completed and signed by the bond
owner. If the bondowner chooses to allow a third party to acquire all or part
of the shares, that third parties also complete and sign the “aktienota” and
acceptance form. Completed and signed “aktienota” and acceptance form must be
returned before the deadline. The procedure is described in the attached
“aktienota” (Annex 1).
A buyer who alone or together with related parties come to hold more than
2,000,000 shares of nominal DKK 1 in the Issuer, representing more than 5% of
the share capital and votes in the company, can for tax reasons not be allowed
to own the shares directly. If a buyer alone or together with related parties
comes to hold more than 2,000,000 shares / 5% of the share capital and votes in
the issuer, the buyer must act as described in the attached “aktienota”. To
acquire 2,000,000 shares a possession of more than 256 bonds (nominal value of
DKK 25,600,000) issued by the issuer under ISIN code DK0030021449, is required.
An extraordinary general meeting of the Issuer will be held Wednesday 19 August
2009 at 10.30 at Deloitte, Weidekamp Street 6, 2300 Copenhagen S.
Formal invitation to this General Assembly will be published via the NASDAQ OMX
Copenhagen. The bondowners, who return a completed and signed “aktienota” and
acceptance form before the deadline and in the acceptance form, has expressed
the wish to do so will receive a proxy from Keops Properties A/S in suspension
of payments to vote at that general meeting at the item election of a new Board
of Issuer. The bondowners do not need to book a pass, but just turn up at the
general meeting where they will receive ballot papers.
It is expected that the terms of the bondowners' acquisition of shares in the
issuer will be met on Wednesday 19 August 2009 after the Extraordinary General
meeting.
Please address questions relating to this Notice to Company Secretary Klaus T.
W. Lund on telephone +45 3378 4000.
The text is prepared in Danish and this text is an unauthorised translation.
The attached aktienota is not translated into English, neither is the articles
of association that is attached to the aktienota.
