29/03/2019 ANNOUNCEMENT REGARDING VOLUNTARY TENDER OFFER
ANNOUNCEMENT REGARDING THE VOLUNTARY TENDER OFFER OF
«ORKLA FOOD INGREDIENTS AS»
TO THE SHAREHOLDERS OF
«STELIOS KANAKIS, INDUSTRIAL AND COMMERCIAL S.A., RAW MATERIALS FOR CONFECTIONERY, BAKERY AND ICE-CREAM»
FOR THE ACQUISITION OF ALL THEIR COMMON REGISTERED VOTING SHARES
29 March 2019
The private limited company with the corporate name ORKLA FOOD INGREDIENTS AS established under the laws of Norway (hereinafter the “Offeror“) announces the submission of a voluntary tender offer (the “Tender Offer”), pursuant to Law 3461/2006, as in force (hereinafter the “Law”), to all holders (hereinafter the “Shareholders”) of common, registered, dematerialized voting shares (hereinafter the “Shares”) of the Greek company under the name “STELIOS KANAKIS, INDUSTRIAL AND COMMERCIAL S.A., RAW MATERIALS FOR CONFECTIONERY, BAKERY AND ICE-CREAM ” (hereinafter the “Target Company” or the “Company”) for the acquisition of all their Shares.
On 29.03.2019 the Offeror initiated the Tender Offer process (hereinafter the “Tender Offer Date”) by informing the Hellenic Capital Markets Commission (hereinafter the “HCMC”) and the Board of Directors of the Company submitting to them at the same time a draft Information Memorandum in accordance with art.10 of Law (hereinafter the “Information Memorandum”).
The Tender Offer is for the acquisition of all the Shares that the Offeror does not hold, directly or indirectly, on the Tender Offer Date.
- THE TARGET COMPANY
The Greek company with the corporate name “STELIOS KANAKIS, INDUSTRIAL AND COMMERCIAL S.A., RAW MATERIALS FOR CONFECTIONERY, BAKERY AND ICE-CREAM”, doing business as “STELIOS KANAKIS S.A.”, whose registered offices are in the Municipality of Acharnes at 4 Anemonis St. GR-136 78, with General Commercial Registry No. 1422601000 (ex Companies Reg. No. 29709/06/Β/93/1), which is primarily involved in trading and marketing ingredients for confectionery, bread-making and ice-creams.
- THE OFFEROR
The private limited liability company with the corporate name ‘’ORKLA FOOD INGREDIENTS AS’’ whose registered offices are at Nedre Skøyen vei 26, 0276 Oslo, Norway, Commercial Reg. No. 911.161.419.
The Offeror’s business activities relate to industry and trade, investments, including the purchase, sale and development of real estate, as well as investments through holdings as a shareholder or otherwise in other undertakings.
It is noted that for the purposes of the Tender Offer, the persons acting in concert with the Offeror, according to art. 2(e) of Law are: (i) ORKLA ASA (the parent company of the ORKLA Group), as an entity having the ultimate control of the Offeror, and (ii) entities controlled by ORKLA ASA as per art. 3 (1)(c) of law 3556/2007 (jointly called hereinafter as the «Person Acting in Concert with the Offeror»).
- OFFEROR’S ADVISOR
Piraeus Bank, a Greek bank established and operating under the laws of Greece, with registered offices at 4 Amerikis St., Municipality of Athens GR-10564, entered in the General Commercial Register with GCR No. 2255010000, acts as the Offeror’s advisor in accordance with art.12 of Law (hereinafter the “Advisor”). The Advisor is a credit institution entitled to offer in Greece the services of Annex I, Part A (6) and (7) of law 4514/2018 as in force.
- NUMBER OF THE COMPANY’S SHARES HELD BY THE OFFEROR
At the date of this announcement, the paid-up share capital of the Company is € 2,475,000 divided in 7,500,000 common, registered, dematerialized, voting shares of nominal value € 0.33 each. The Shares are listed and traded in the “Main Market” of ATHEX.
The Offeror and the Persons Acting in Concert with the Offeror do not hold any Shares of the Company on the Tender Offer Date.
- TRANSFERABLE SECURITIES SUBJECT TO THE TENDER OFFER
The Tender Offer is for the acquisition of all the Shares not held, directly or indirectly, by the Offeror or/and the Persons Acting in Concert with the Offeror, namely a maximum of 7,500,000 Shares, which correspond to 100% of the Shares and voting rights of the Company (hereinafter the ” Tender Offer Shares”).
- MAXIMUM NUMBER OF SHARES THE OFFEROR UNDERTAKES TO ACQUIRE
Within the context of the Tender Offer, the Offeror undertakes and commits to acquire all Tender Offer Shares which will be offered to him lawfully and validly, i.e. a maximum of 7,500,000 Shares.
The Offeror intends to acquire during the time period from the Tender Offer Date until the end of the Acceptance Period, through ATHEX, additional Shares of the Company other than those offered to him in the context of the Tender Offer, at a price per Share equal to the Consideration Offered (as defined below).
- AGREEMENT WITH MAIN SHAREHOLDERS
With an agreement dated 28 March 2019 between the Offeror and Stelios, Maria, Eleftheria and Varvara Kanakis, it has been agreed that, subject to the condition that the Offeror has acquired from shareholders of the Company, other than Stelios, Maria, Eleftheria and Varvara Kanakis, 313,727 Shares corresponding to approx. 4.18% of the total paid-up share capital and voting rights of the Company, the Offeror shall acquire within three (3) business days by means of an off-exchange transfer (as described in article 21B of DSS Regulations) from Stelios and Maria Kanakis 4,711,273 and 225,000 Shares respectively, and in total 4,936,273 Shares corresponding to approx. 65.82% of the total paid-up share capital and voting rights of the Company at a price of € 4.35 per Share. It has been also agreed that, if and when the aforementioned transfer of 4,936,273 Shares has been completed, the Shareholders Stelios, Maria, Eleftheria and Varvara Kanakis will accept the Tender Offer and will offer to the Offeror the total of their remaining Shares, that is 711,659, 375,000, 208,671 and 204670 Shares respectively and in total 1,500.000 Shares corresponding to 20% of the total paid-up share capital and voting rights of the Company.
After the completion of the Tender Offer and the exercise of the Squeeze-Out Right (as described in par. 11.4) the Offeror, holding 100% of the total paid-up share capital and voting rights of the Company, will cause a self-convened General Meeting of Shareholders with sole item in the agenda the delisting of the Shares from ATHEX pursuant to article 17 (5) of law 3371/2005 and vote in favor of such a decision.
The Offeror has agreed with Stelios, Maria, Eleftheria and Varvara Kanakis that following the delisting of the Shares from Athex the Offeror will transfer to each of Stelios, Maria, Eleftheria and Varvara Kanakis 375,000 Shares corresponding to 5% of the total paid-up share capital and voting rights of the Company, and in total 1,500,000 Shares corresponding to 20% of the total paid-up share capital and voting rights of the Company, at a price per Share equal to the Consideration Offered (as defined below in par. 9).
- MINIMUM NUMBER OF SHARES THE OFFEROR UNDERTAKES TO ACQUIRE IN ORDER FOR THE TENDER OFFER TO BE EFFECTIVE
The Tender Offer is subject to the condition that, at the end of the Acceptance Period, the Offered Shares, together with the Shares that the Offeror and the Persons Acting in Concert with the Offeror may acquire from the Tender Offer Date until the end of the Acceptance Period, amount at least to 6,750,000 Shares, which correspond to 90.00% of the total paid-up share capital and voting rights of the Company.
- CONSIDERATION OFFERED
The consideration offered by the Offeror, in cash, per Tender Offer Share which will be lawfully and validly tendered (hereinafter the “Tendered Shares”) during the acceptance period of the Tender Offer (hereinafter the “Acceptance Period”), is € 4.36 (hereinafter the “Consideration Offered”).
The following should be noted on the Consideration Offered:
- According to official data from ATHEX, the Share’s Weighted Average Market Price (WAMP) over the last 6 months prior to the Tender Offer Date is € 3.84.
- Neither the Offeror nor any Persons Acting in Concert with the Offeror acquired Shares for 12 months before the Tender Offer Date.
- The Offeror appointed Pantelakis Securities S.A. as independent valuer (hereinafter the ‘’Valuer’’) to prepare the valuation and the valuation report (hereinafter the ‘’Valuation Report’’) to determine the fair and reasonable consideration, given that the conditions of Article 9(6)(b) of the Law were met and for 6 months prior to the Tender Offer Date, the transactions in Company’s Shares (did not exceed 10% of all the Company’s Shares, that is they amounted to 1% of total Shares. The consideration according to the valuation above amounts to € 4.29 per Share and the Valuation Report was published in accordance with art. 16 (1) of the Law.
More specifically, on the Tender Offer Date, the Consideration Offered:
- exceeds by 13.54% the Weighted Average Market Price (WAMP) of the Shares over the last six (6) months prior to the Tender Offer Date, which amounted to € 3.84;
- exceeds by approx.1.63% the price set by the Valuer in the valuation of art. 9(7) of the Law at € 4.29.
Hence, the Consideration Offered is fair and reasonable in accordance with art 9 (4) and (6) of the Law.,
It is additionally noted that the Consideration Offered exceeds by 9% the Share closing price on the ATHEX on the date prior to the Tender Offer Date, which amounted to € 3.96.
In addition to the Consideration Offered, the Offeror undertakes to pay on behalf of the Accepting Shareholders the clearing fees payable for the off-exchange transfer of the transferred Tendered Shares (hereinafter the “Transferred Shares’’) to HELLENIC CENTRAL SECURITIES DEPOSITORY (hereinafter the ‘’HCSD’’) in accordance with the Clearing Regulation, which currently stands at 0.08% of the transfer value (such value being equal to the product of the number of the Transferred Shares multiplied by the higher of: (i) the Consideration Offered, and (ii) the closing market price of the Share on the business day preceding the submission of the required documents, defined in article 46 of the Dematerialized Securities System Regulation, to HCSD, with a minimum charge equal to the lower between € 20 and the 20% of the value of the transaction per Accepting Shareholder), pursuant to art. 7 of the codified resolution no.1 (meeting 223/28.1.2014) of the Board of Directors of HCSD, as in force.
It is noted that the amount corresponding to the tax on stock exchange transactions, currently at 0.20% and calculated on the value of the off-exchange transaction, will be subtracted from the Consideration Offered to the Shareholders who will validly and lawfully accept the Tender Offer (hereinafter the ‘’Accepting Shareholders’’) for the transfer of the Transferred Shares to the Offeror.
Piraeus Bank has assured that the Offeror has the necessary means for the payment of the Consideration Offered and the above clearing fees payable by the Offeror to HCSD for the off-exchange transfer of the Transferred Shares, in accordance with art. 9 (3) of the Law. However, Piraeus Bank does not provide any kind of guarantee of art. 847 et seq. of the Greek Civil Code for the performance of the financial or other obligations assumed by the Offeror under the Tender Offer.
- CONDITIONS OF THE TENDER OFFER
The Tender Offer is not subject to any conditions. It is noted, however, that the Tender Offer is subject to the condition of the minimum acquisition of Shares as described in par.8 of the present announcement.
- NOTES REGARDING THE TENDER OFFER
- As required by the Law, the Offeror has commenced the Tender Offer process on the Tender Offer Date by informing the HCMC and the Company’s Board of Directors and submitting to them at the same time a draft of the Information Memorandum.
- The Tender Offer is subject to the approval of the Information Memorandum by the HCMC which will include all the terms of the Tender Offer.
- The Acceptance Period, pursuant to article 18 (2) of the Law, will commence upon the publication of the Information Memorandum after its approval by the HCMC.
- It is noted that, in case that after the completion of the Tender Offer the Offeror holds in total Shares corresponding to at least 90% of the total paid-up share capital and voting rights in the Company, the Offeror:
(a) Will exercise the squeeze-out right provided in article 27 of the Law and resolution 1/644/22.4.2013 of the Board of Directors of HCMC, and will acquire the Shares of the remaining Shareholders who did not accept the Tender Offer within the three (3) month deadline following the Acceptance Period at a price per Share equal to the Consideration Offered (hereinafter the “Squeeze-Out Right”).
(b) Is, pursuant to art. 28 of the Law, obliged to acquire through ATHEX all the Shares offered to him within the 3 month period following the publication of the Tender Offer results at a price per Share equal to the Consideration Offered (hereinafter the “Sell-Out Right”).
The Offeror will announce the Sell-out Right at the same time with the publication of the Tender Offer’s results.
- IMPORTANT NOTICES
- The present Tender Offer does not constitute an offer to purchase shares and is not addressed in any way or form (by the means of document or otherwise), directly or indirectly, to persons (legal entities or individuals) in any jurisdiction outside Greece where the submission of such an offer or postage/distribution of this announcement is illegal or contravenes any applicable legislation, rule or regulation or is subject to limitations (hereinafter the “Excluded Territories”). To this end, the dispatch, distribution, postage or by any other means dissemination of copies of the Information Memorandum and of any other document related to the Tender Offer from anyone (legal entities or individuals) to or from any of the Excluded Territories is forbidden.
- Consequently, persons who might receive the present announcement, the Information Memorandum or any other documents relevant to the Tender Offer must be duly informed and take into consideration these limiting factors. Neither the Offeror, nor the Advisor to the Offeror, nor the tender agent are to be held responsible in any way in case of breach of the above prohibitions by any individual.