Marel is offering 75,000,000 new shares for sale in a public offer. The offer will be in three parts, an offer to pre-emptive right holders, another to institutional investors and a third to the general public. The shares will be offered for sale at a price of ISK 74 per share. The total selling price of shares offered is ISK 5,550 million.
Information on the public offer is available from Landsbanki’s Service Centre, tel. +354 410 4000. Landsbanki’s Securities Advisors can also provide information on the offer, tel. +354 410 4040.
Marel will issue a prospectus for the share capital increase and it will be available on Marel’s website,
www.marel.is and Landsbanki’s website, www.landsbanki.is no later than upon the date the offer commences. Hard copies of the prospectus will also be available from the issuer and offer co-ordinator.
Issuer
Marel hf., Id. No. 620483-0369, Austurhraun 8, Garðabær,
tel. +354 563 8000, www.marel.is.
Co-ordinator of the offer and listing
Corporate Finance of Landsbanki Íslands hf., Id.No 540291-2259, Hafnarstræti 5, Reykjavík, fax:+354 410 3007, www.landsbanki.is
Authorisation to increase share capital and objective
A meeting of the Board of Directors of Marel hf. held on 24 August 2006 decided to exercise an authorisation in the company’s Articles of Association to increase its share capital by as much as 75,000,000 to be sold to investors in a public offer. The offer is intended to provide further support for Marel’s growth.
Sales period
From 9:00 am GMT on Wednesday, 13 September 2006, to 4:00 pm GMT on Thursday, 14 September 2006.
Underwriting
Landsbanki Íslands hf. is fully underwriting the share offer at the offer price.
Due date for payment
A subscription to the offer is binding. Payment coupons will subsequently be sent to purchasers. The due date for payment of coupons is 22 September 2006. If any shares remain unpaid, Marel’s Board of Directors may decide to collect the payment plus collection cost or invalidates the unpaid subscriptions and dispose of the shares to third parties without prior notice or warning.
Delivery and listing of new shares
New shares will be registered with the Icelandic Securities Depository no later than 29 September 2006. Following this the shares will be listed on the Iceland Stock Exchange.
Offer to Pre-emptive Right holders
Shareholders enjoy pre-emptive rights to a total of 30,000,000 new shares, allocated on a pro rata basis with their shareholdings in accordance with Marel’s shareholders’ registry at closing on Friday, 25 August.
Shareholders may subscribe for an amount greater or less than their pre-emptive rights; unsubscribed shares will be distributed in proportion to the pre-emptive rights of parties so requesting. Shareholders may transfer their pre-emptive rights in full or in part, although rights to unsubscribed shares may not be transferred.
Subscriptions may only be submitted electronically on Landsbanki’s website, www.landsbanki.is Only pre-emptive rightholders may subscribe to this part of the offer, and only by identifying themselves using their Id. No. and the password they will be sent by mail. Electronic confirmation is a requirement for a valid subscription in the offer to pre-emptive rightholders. This confirmation is provided upon completing the subscription and can be printed out.
Offer to Institutional Investors
A total of 30,000,000 shares will be offered to institutional investors. Only institutional investors, as defined in Point 7 of the first paragraph of Article 2 of Act No. 33/2003, on Securities Transactions, are authorised to take part in the offer.
Institutional investors must return a binding subscription on the forms provided for this purpose, which can be obtained from Landsbanki’s Brokerage and Corporate Finance divisions. Marel’s Board of Directors is authorised to reject subscriptions by institutional investors in full or in part. Should there be insufficient demand for shares in the offering for institutional investors, the Board is authorised to allocate any unsold shares to pre-emptive rightholders.
Institutional investors who are allocated shares in this offer will be notified of the Board’s approval of their subscription upon the conclusion of the offer.
Offer to the General Public
A total of 15,000,000 new shares will be offered to the general public. Investors may subscribe for a maximum of 10,000 shares in this part of the offer, or a maximum market value of ISK 740,000. In the event of oversubscription, the maximum number of shares which each investor is entitled to purchase will be reduced until the total number of shares sold is equivalent to the number offered for sale in this part of the offer. This is not a pro rata reduction. Should there be insufficient demand for shares in the offer to the general public, the Board is authorised to allocate any unsold shares to pre-emptive rightholders.
Subscriptions in the offer to the general public can only be submitted electronically on the Landsbanki website, www.landsbanki.is An electronic confirmation is required for a valid subscription. This confirmation is provided upon completing the subscription and can be printed out.
Pre-emptive rightholders and institutional investors are fully authorised to participate in the offer to the general public regardless of whether they have participated in other parts of the public offer.
Download the Public offer ad in a PDF format (302 kb)
Source: www.marel.is
