Groupe Bourbon is required to make a mandatory offer for Havila Supply ASA Pursuant to section 4-1, fourth paragraph, of the Securities Trading Act, the Board of Oslo Børs has resolved that Groupe Bourbon is required to make a mandatory offer for Havila Supply ASA as a result of its acquisition of rights to shares in the company through an options agreement dated 28 February 2003. The duty to make a mandatory offer implies that Groupe Bourbon is obliged to make an offer for the purchase of the remaining shares in the company within four weeks, or to sell shares in the company in sufficient number for the mandatory offer obligation to cease.
This decision may be appealed to the Oslo Børs Appeals Committee. Any appeal must be submitted within two weeks.
Companies in the French group Groupe Bourbon which own in total approximately 39.6% of the share capital of Havila Supply ASA entered into two options agreements with Borgstein Supply Invest AS on 28 February 2003. Borgstein Supply Invest holds approximately 11.4% of Havila Supply ASA. The agreements grant Borgstein Supply Invest an option to sell its shares in Havila Supply ASA to Groupe Bourbon in 2006, and grant Groupe Bourbon an option to purchase the same shares later the same year. The exercise price in both cases is set at NOK 5.85 per share plus Borgstein Supply Invest's financing costs.
Section 4-1, fourth paragraph, of the Securities Trading Act gives Oslo Børs the right to impose a mandatory offer obligation as a result of a party's acquisition of options over a company's shares if the acquisition of options may be regarded as, in effect, an acquisition of the shares in question.
For all practical purposes Groupe Bourbon has taken over the price risk and potential gain on the shares in Havila Supply ASA held by Borgstein Supply Invest. It is extremely unlikely that neither the put option nor the call option will be exercised in 2006. Oslo Børs is of the opinion that in view of the duration of the option agreement, the relationship between Groupe Bourbon and Borgstein Supply Invest and the fact that the options agreement was entered into at a time when Groupe Bourbon was competing with Havila AS for control of the company, the underlying commercial reality of the situation is significant to the issue of whether a duty to make a mandatory offer arises. The Board of Oslo Børs has therefore concluded that the construction of the agreement should be seen as being in effect an acquisition of the shares in question, and that the purpose behind the rules on mandatory offers indicates that the duty to make a mandatory offer shall apply in this case. Moreover the Board was also of the view that the relevant conditions were satisfied for the shareholdings of Groupe Bourbon and Borgstein Supply Invest to be consolidated, but this was not relevant to its decision on the obligation to make a mandatory offer.
A more detailed explanation of the reasons for this decision will be published on the Oslo Børs web pages this week at: www.oslobors.no/ob/vedtak
Violation charge for Choice Hotels Scandinavia ASA
At its meeting today the Board of Oslo Børs resolved to impose a violation charge on Choice Hotels Scandinavia ASA (CHS) of five times the company's annual listing fee, equivalent to NOK 550,000, for breaching the provisions of the Stock Exchange Regulations in respect of equal treatment of shareholders and failing to observe good stock exchange practice.
This decision may be appealed to the Oslo Børs Appeals Committee. Any appeal must be submitted within two weeks.
CHS carried out purchases of its own shares on 13 and 14 February 2003. The share purchases principally took place by CHS contacting major shareholders through a broker, although some shares were purchased from shareholders that contacted the company directly. The share price paid by the company for its own shares on 14 February was significantly higher than the share price both before and after the buy-back exercise. The manner in which the company handled the buy-back exercise meant that shareholders were not given the opportunity to sell what are otherwise relatively illiquid shares.
The company has cited surplus liquidity and the return generated by its shares as the rationale for the buy-back exercise. However Oslo Børs is of the opinion that the background for the share purchases is to be found in a battle for power between the company's two main shareholders, with the buyback of shares carried out to further the interests of one shareholder at the expense of the common interests of the company and its shareholders. Oslo Børs is of the view that CHS did not treat its shareholders equally since only specific shareholders were given the opportunity to sell their shares. The Board also takes the view that there are no factual grounds to maintain that this discrimination in the treatment of shareholders was in the common interest of the issuer and its shareholders. Oslo Børs is of the view that the company's behaviour was not consistent with the fundamental standards of behaviour that are expected of a listed company.
It is also the case that Oslo Børs has issued specific guidelines for purchases of a company's own shares, and formally criticised CHS in 1999 over a similar incident in relation to a buy-back of its own shares.
OHI ASA to be removed from listing
The Board of Oslo Børs resolved at its meeting on 25 June to delete shares in OHI ASA from listing on Oslo Børs with effect from 1 August 2003.
Section 25-2, first paragraph, of the Stock Exchange Regulations provides for a company to be removed from listing if it no longer meets the requirements for listing or in the event of gross or persistent breaches of stock exchange legislation.
The Board's consideration of OHI's suitability for listing was based on an overall evaluation of deficiencies in the company's adherence to the requirements for listing and breaches of the deadlines for financial reporting.
OHI currently has a very low market capitalisation, significantly below the minimum requirement for listing on the SMB List of NOK 8 million. Moreover the company has sold most of its previous activities, and its current business activities are on a very restricted scale. In addition to this the company breached the requirements of the Stock Exchange Regulations on the timing of the publication of its interim report for the fourth quarter in 2002, its annual accounts for 2002 and its interim report for the first quarter 2003, and the Board of Oslo Børs therefore decided that, on an overall evaluation, the company is no longer suitable for a stock exchange listing.
This decision may be appealed to the Oslo Børs Appeals Committee. Any appeal must be submitted within two weeks.
For more information, please contact:
Press Spokesman Tor Arne Olsen, + 47 22 34 17 46 / 900 90 470
Chief Legal Counsel, Atle Degré, + 47 22 34 17 84
