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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Oriel Res. | LSE:ORI | London | Ordinary Share | GB0034246743 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 121.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS No 0262e ORIFLAME INTERNATIONAL S.A. 6 September 1999 NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SINGAPORE PART 1 ORIFLAME INTERNATIONAL S.A. Restructuring involving Recommended Cash Offer for Oriflame International S.A. and Unaudited Interim Results to 30 June 1999 Following its announcement on 14 June 1999, the Board of Oriflame International S.A., the direct selling cosmetics company, proposes the following Restructuring of the Company to Shareholders; - Cash buy-back Offer of 265p per Share by Oriflame Trading, a wholly-owned subsidiary of Oriflame - The af Jochnick family interests will accept the Offer in respect of at least 32% of the Existing issued share capital, being more than half of their existing holdings - Industri Kapital will purchase from Oriflame Trading at the cash Offer price of 265p up to 25% of the Existing issued share capital - Cancellation of Oriflame's Listing on the London Stock Exchange The effect of the Restructuring will be that the Group will effectively have bought back 49,737,463 shares, representing approximately half of the Existing issued share capital. After the Restructuring, the af Jochnick family interests and Industrial Kapital will hold an equal amount of the share capital and will share joint control of the Company. The Offer The Offer, which will be subject to the conditions set out in Part III and the conditions and further terms to be set out in the Offer Document, will be made on the following basis: For each Oriflame Share 265p in cash The Offer represents a premium of 27.7 per cent. over the closing middle market price of 207.5p per Oriflame Share on 11 June 1999 (being the last dealing day prior the date on which Oriflame announced that it was in early discussion with debt and equity financiers). The Offer also represents a premium of 45.7 per cent. over the average closing middle market price of 181.87p per Oriflame Share in the three months preceding 11 June 1999 and 1.9 per cent. over the closing middle market price on 3 September, 1999. The Offer values Oriflame's Existing issued share capital at approximately #262.98 million. Recommendation Oriflame Shareholders are strongly recommended to consider carefully the information on the risk factors and uncertainties set out in Part II of this announcement. In the light of the aforementioned risk factors and uncertainties and having been so advised by WestLB Panmure, Mr Torbjorn Ek considers the terms of the proposed Offer to to be fair and reasonable and therefore recommends that Shareholders accept that Offer. In addition, Mr Ek believes that the Restructuring is in the best interests of the Company and Oriflame Shareholders as a whole, and recommends that Shareholders vote in favour of the Resolutions to be proposed at the First and Second EGM. In providing advice to Mr Ek, WestLB Panmure has taken into account his commercial assessment. Background to the Offer In 1997 Oriflame merged with its associated business ORESA. Since then the combined Group has been committed to developing direct sales businesses in emerging markets. During 1998, the emerging markets around the world suffered a significant crisis in terms of investor confidence, macro economic stability and currency devaluation. Although Oriflame's Group sales did not decline significantly between 1997 and 1998, margins came under pressure and operating profit before exceptional items declined from #43 million in 1997 to #30 million in 1998. These factors have been reflected in the Oriflame Share price which has fallen from a high of 512.5p on 27 May 1998 to a low of 110p on 7 October 1998 resulting in a reduction in the trading liquidity in Oriflame Shares. Without the Restructuring the Board believes that the Oriflame Share price would be lower than its current level. Industri Kapital As part of the Restructuring, investors in the Industri Kapital 1997 fund will purchase from Oriflame Trading up to 24,750,000 Oriflame Shares. The purchase of Oriflame Shares by Industri Kapital will be at the same price as the purchase of Oriflame Shares by Oriflame Trading pursuant to the Offer. Industri Kapital is a leading European private equity fund with assets under management in excess of one billion Euro. The investors are well known Nordic, European and North-American institutional investors. Announcement of unaudited interim results The interim statement of the unaudited results for Oriflame for the six months ended 30 June 1999 shows turnover of #105.4 million (1998 #118.3 million) and a profit before tax of #13.9 million (1998 #13.6 million). The Board of Oriflame has deferred its decision with regard to the payment of any interim dividend in respect of the current year, which would normally be paid in September, pending the outcome of the Restructuring and the Offer. Should the Restructuring not be completed by 31 December 1999, the Board will consider, in light of the circumstances at that time, whether or not it would be appropriate to pay an interim dividend. Commenting on the Restructuring and Offer, Robert and Jonas af Jochnick, Joint Chairmen of Oriflame said, "With the likely instability of our markets from time to time, the Board of Oriflame believes the current negative stock market sentiment towards Oriflame will prevail for some time. In these circumstances the Listing represents a financial, managerial and regulatory burden on the Company which outweighs the benefits for Oriflame Shareholders. The Restructuring has been proposed in this manner to permit Oriflame to remain as the holding company of the Group with a view to maximising the sense of continuity in, and minimising the disruption to, its business. At the same time, the Offer provides Oriflame Shareholders with an opportunity to realise their investment in Oriflame." Enquiries: Robert af Jochnick, Chairman & Chief Executive Kevin Kenny, Managing Director Oriflame International SA Tel: 00 32 2 357 55 00 Harald Mix, Deputy Chief Executive Industri Kapital Limited Tel: 00 46 8 678 9500 Mark Cunningham WestLB Panmure Limited Tel: 020 7638 4010 Nicola Marsden Financial Dynamics Tel: 020 7831 3113 This summary should be read in conjunction with the full text of the following announcement. The Offer will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Canada, Australia, Japan or Singapore. Persons wishing to accept the Offer should not use such mails or any such means, instrumentality or facility for any purpose, directly or indirectly, related to the Offer since doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Overseas Oriflame Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. WestLB Panmure is acting for Oriflame, acting through the Independent Director, and no-one else and will not be responsible to anyone other than Oriflame, acting through the Independent Director, for providing the protections afforded to customers of WestLB Panmure nor for providing advice in relation to the Restructuring or the other matters described in this announcement. WestLB Panmure is not acting for Oriflame Trading. The Offer will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Canada, Australia, Japan or Singapore. Persons wishing to accept the Offer should not use such mails or any such means, instrumentality or facility for any purpose, directly or indirectly, related to the Offer since doing so may render invalid any purported acceptance of the Offer. The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Overseas Oriflame Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. WestLB Panmure is acting for Oriflame, acting through the Independent Director, and no-one else and will not be responsible to anyone other than Oriflame, acting through the Independent Director, for providing the protections afforded to customers of WestLB Panmure nor for providing advice in relation to the Restructuring or the other matters described in this announcement. WestLB Panmure is not acting for Oriflame Trading. ORIFLAME INTERNATIONAL S.A. RESTRUCTURING INVOLVING RECOMMENDED CASH OFFER OF 265p PER ORIFLAME SHARE by ORIFLAME TRADING LIMITED PURCHASE OF OWN SHARE CAPITAL INVESTMENT BY INDUSTRI KAPITAL 1997 CANCELLATION OF ORIFLAME LISTING and UNAUDITED INTERIM RESULTS OF ORIFLAME TO 30 JUNE 1999 1.Introduction On 14 June 1999 the Board of Oriflame International SA announced that it was in early discussions with debt and equity financiers which might or might not lead to a reorganisation of the Company which would involve a buy- back of Shares in the Company and the ultimate cancellation of the Company's Listing. The Board announced today that the following proposals for the Restructuring will be placed before Oriflame Shareholders: a) the Offer by Oriflame Trading of 265p per Ordinary Share for all of the issued and to be issued share capital of Oriflame (other than the Treasury Shares), which will be subject to the conditions set out in Part III of this announcement and to the conditions and further terms to be set out in the Offer Document; b) the cancellation of Oriflame's Listing on the London Stock Exchange; c) the sale by Oriflame Trading of up to 24,750,000 Oriflame Shares to Industri Kapital 1997 at the same price as those shares are to be acquired by Oriflame Trading under the Offer; and d) the reduction of the share capital of the Company through the buy-back from Oriflame Trading and cancellation of 31,000,000 Oriflame Shares, representing approximately 31.2 per cent. of the Existing issued share capital of Oriflame. The Offer values Oriflame's Existing Issued share capital at approximately #262.98 million. The effect of the proposed Restructuring will be that the Group will have bought back 49,737,463 Shares, representing approximately half of its Existing issued share capital. The balance of the share capital will be held in equal proportions by the Family Shareholders and Industri Kapital 1997. To the extent that any existing Shareholders do not accept the Offer, they will remain as minority shareholders in the Company. Robert and Jonas af Jochnick and other family members and the trustee of Progress Settlement Trust have accepted the Offer in respect of such aggregate number of Oriflame Shares as will ensure that, after completion of the Restructuring, the Family Interests and those of Industri Kapital 1997 will be equal. The minimum amount of Oriflame Shares on behalf of which the Family Shareholders will be accepting the Offer will be no less than 32,000,000 Shares, which represents approximately 56 per cent. of the Family Shareholders' holdings. The precise number of such Shares is dependent on the number of Shares in respect of which acceptances are received from Oriflame Shareholders other than the holders of the Family Interests. As the Oriflame Shares which will be held by Oriflame Trading after the Restructuring is completed will be non- voting, this means that, if the Restructuring is completed, the holders of the Family Interests and Industri Kapital 1997 will control not less than 80 per cent. of the voting share capital of the Company. It is also the af Jochnick's intention to remain in the management of the Company. Kevin Kenny and Sven Mattsson will also continue in their current management roles in the business but will not be on the Board. Svante Pahlson-Moller has an interest in 3,223,100 Oriflame Shares representing approximately 3.25 per cent. of the Existing issued share capital of Oriflame. He has irrevocably undertaken to the Company and Oriflame Trading to accept the Offer in relation to 2,618,000 Oriflame Shares and will be retaining his remaining Shares. He will resign from the Board prior to or upon completion of the Restructuring. In view of the fact that Mr Ek does not hold any Shares in the Company, that he will not have an ongoing role with the Company in any capacity and that he has no relationship with Oriflame Trading, he has, as Independent Director, taken responsibility for considering the Restructuring. Mr Ek will remain on the Board until the completion of the Restructuring. The holders of the Family Interests, Kevin Kenny, Sven Mattsson and Svante Pahlson-Moller have undertaken to vote in favour of the Resolutions to be proposed at the First and Second EGMs to approve the Restructuring, such holdings amount to approximately 61.59% of the Existing issued share capital. 2.Terms of the Offer The Offer will be subject, inter alia, to the conditions set out in Part III of this announcement and is being made on the following basis: for each Oriflame Share 265p in cash The Offer is to be conditional, inter alia, upon the passing by Oriflame Shareholders of the Resolutions to be set out in the notice of the First EGM. The Offer is also conditional upon Minority Shareholders accepting the Offer in respect of such number of Oriflame Shares as shall ensure that not more than 10 per cent. of the Existing issued share capital shall be held by Minority Shareholders after the Offer is completed, or such greater percentage as Oriflame Trading may, with the consent of the Banks and Industri Kapital 1997 determine. The Restructuring is also conditional on Financing. The Company has today entered into the Financing Agreements pursuant to which the Financing is conditionally agreed to be made available to the Group so as to permit it to complete the Restructuring and to refinance the Group's existing indebtedness. Unlike transactions which are subject to the UK Takeover Code, where there is a requirement for certainty of funds at the launch of a takeover offer, the financing for the Offer is subject to a number of conditions. These conditions include the absence of any material breach of the representations and warranties as to the business and operations of the Group given in favour of the Banks under the Financing Agreements. The Financing is also conditional on the effective granting of the security in favour of the Banks which is agreed to be provided in the Financing Agreements. After the Offer has gone unconditional in all respects, the Financing will continue to be conditional upon cancellation of the Listing and the passing of the Resolutions to be set out in the notice of the Second EGM. As of the date of this announcement, the Company does not know of any facts or circumstances that may reasonably be expected to result in the Financing not being available to the Group. Oriflame Shareholders should note that acceptances of the Offer will be irrevocable. Shareholders should also note that, unless otherwise announced prior to 5 October 1999, the Offer will cease to be capable of acceptance after 10.00am on 5 October 1999. If the Offer has been extended for (an) additional period(s) and has become or been declared unconditional as to acceptances on or before the expiry of such additional period(s), the Offer will not be capable of acceptance after the expiry of such additional period(s), even if, at that time, the Offer has not become or been declared unconditional in all respects. The Board of Oriflame has deferred its decision with regard to the payment of any interim dividend in respect of the current year, pending the outcome of the Restructuring and the Offer. Should the Restructuring not be completed by 30 December 1999, the Board will consider in light of the circumstances at that time, whether or not it would be appropriate to pay an interim dividend.Shareholders who have not accepted the Offer on or before the time the Offer ceases to be open for acceptance will remain as Shareholders in Oriflame and Oriflame Trading will not after that time be obliged to acquired any Shares from non-accepting Shareholders. 3.Background to and reasons for the Restructuring Oriflame was founded by Robert and Jonas af Jochnick in 1967 and has been listed on the London Stock Exchange since 1982. Oriflame's business has through the years been primarily focused on building and operating direct sales companies throughout most regions of the world and today its products are sold in 52 countries. Through its direct sales organisations and its licensees, Oriflame has marketed its own brand of Oriflame skin care and cosmetic products. In 1990, Oriflame Shareholders were given the opportunity to invest in a new company, Oriflame Eastern Europe S.A. ("ORESA''), which was created to explore the markets in Eastern Europe. Oriflame took an approximate 25 per cent. shareholding in ORESA and received a royalty of 5 per cent. on sales made by ORESA. Considerable success was achieved in developing these markets and in November 1997, ORESA was merged with Oriflame. Since the merger, a significant proportion of the sales of the Oriflame Group has derived from emerging markets including Central and Eastern Europe, the Former Soviet Union, Turkey, India, Sri Lanka, Malaysia, Indonesia and Latin America. These markets represented some #162.1m of total group sales of #233.1m for the year ended 31 December 1998. During 1998, the emerging markets around the world suffered a significant crisis in terms of investor confidence, macro economic stability and currency devaluation, especially in Russia, where a major financial crisis in August 1998 led to significant political and economic turmoil. As a result of this crisis, the attitude towards investment in companies with an exposure to such markets became less enthusiastic. Although the Oriflame Group's sales did not decline significantly between 1997 and 1998 (reducing by only 6 per cent. in 1998), margins came under pressure as a result of a need to maintain sales in the regions described above. Largely as a consequence of this, operating profit before exceptional items declined from #43m in 1997 to #30m in 1998. These factors have been reflected in Oriflame's share price, which fell from a high of 512.5p on 27 May 1998 to a low of 110p on 7 October 1998, and also resulted in a reduction in the liquidity in Oriflame Shares. Although Oriflame's share price has risen over the last few months, the level of trading in Oriflame Shares has continued to be relatively low. Without the Restructuring, the Board believes that the share price would be lower than its current level. The Board expects Oriflame's business to continue to develop positively over the years to come but remains aware that instability may occur in some of the markets from time to time, not only now but also in the future. The Board believes that this will continue to depress the share price and the lack of liquidity will continue to restrict the ability for Oriflame Shareholders to trade satisfactorily in Oriflame Shares. Whilst markets are by their nature uncertain, the Board believes that the current negative stock market sentiment towards Oriflame will prevail for some time and that market valuations for companies, like Oriflame, having exposure to emerging markets, are likely to be disappointing in the foreseeable future. In these circumstances, the Listing represents a financial, managerial and regulatory burden on the Company which the Board considers outweighs the benefits for Oriflame Shareholders. The Board therefore believes that it is in the best interests of Oriflame Shareholders as a whole for the Listing to be cancelled and for those Oriflame Shareholders who wish to exit from the Company to be given the opportunity to do so. The Restructuring which is being proposed provides Oriflame Shareholders with this opportunity. 4. Investment by Industri Kapital 1997 Industri Kapital is a leading European private equity fund with assets under management in excess of one billion Euro. The investors are well known Nordic, European and North- American institutional investors. Industri Kapital 1997 acts as general partner or agent for these investors. As part of the Restructuring, investors in the Industri Kapital 1997 fund will purchase from Oriflame Trading up to 24,750,000 Oriflame Shares. The purchase of Oriflame Shares by Industri Kapital 1997 will be at the same price as the purchase of Oriflame Shares by Oriflame Trading pursuant to the Offer. Following completion of the Restructuring it is intended that the holders of the Family Interests on the one hand and Industri Kapital 1997 on the other hand will hold equal numbers of Oriflame Shares, the remainder of the voting share capital being owned by the Minority Shareholders. Industri Kapital 1997 and the holders of Family Interests have entered into a Shareholders Agreement which governs their relationship in respect of Oriflame and which will become effective upon completion of the Offer. Industri Kapital Limited has advised the Oriflame Group on the Restructuring and will be paid an arrangement fee. The Board believes that Industri Kapital 1997's role in the Restructuring provides the best opportunity for those Oriflame Shareholders who wish to exit from the Company to realise value from their holdings. 5. Proposed board and voting structure following implementation of the Restructuring: The Board will comprise up to eight members. Holders of the Family Interests will be entitled to nominate two members; these will initially be Robert af Jochnick (who will continue as Chief Executive ) and Jonas af Jochnick. Industri Kapital 1997 will be entitled to nominate two members; these will be Harald Mix and Christian Salamon. Additionally two members of the Board will be independent directors jointly nominated by the holders of the Family Interests and Industri Kapital 1997. In addition the Warrantholders shall be entitled to nominate a representative who shall have observer status at Board Meetings. The Warrantholders shall also have the further right to require the election of its representative to the Board as an additional Director. 6. Increase in borrowings If the Restructuring is completed, based on the unaudited interim balance sheet of Oriflame on 30 June 1999, the aggregate consolidated borrowings of Oriflame would be approximately #170m. 7. Purchase of own shares The First EGM will authorise the implementation of the Restructuring proposals. As part of the Restructuring and following the sale of Oriflame Shares to Industri Kapital 1997, the Company will reduce its share capital by purchasing from Oriflame Trading 31,000,000 Oriflame Shares and cancelling them. This reduction of capital must be approved by Oriflame Shareholders and authorisation is contained in Resolution number 2 to be proposed at the Second EGM. It is currently intended that the remaining Oriflame Shares totalling approximately 18,700,000 held by Oriflame Trading may be purchased by the Company and cancelled in due course. Appropriate authority would be sought at the relevant time from Oriflame Shareholders for any such subsequent purchases. The holders of the Family Interests and Industri Kapital 1997 will be entitled to vote at these meetings. 8.Information on Oriflame Trading Oriflame Trading is a private company limited by shares which was incorporated in the Republic of Ireland on 18 September 1991. It is a wholly-owned indirect subsidiary of Oriflame. It is a trading company and purchases retail cosmetic products from third party manufacturers and Oriflame Group manufacturing companies and on-sells such products to Oriflame Group sales and marketing companies. 9.Cancellation of Listing The Board of Oriflame will apply for cancellation of the Listing of the Oriflame Shares to take effect on the business day following the date on which the Offer is declared wholly unconditional. Assuming that the Offer is declared unconditional in all respects on 18 October 1999 this date will be 19 October 1999. 10.Costs, arrangement fee and inducement fee On completion of the Restructuring all costs amounting to approximately #7m incurred by Industri Kapital Limited and the Oriflame Group in connection with the Restructuring will be borne by the Oriflame Group. This amount includes an arrangement fee of #1.25 million payable by the Oriflame Group to Industri Kapital Limited. If the Restructuring is not for whatever reason completed, other than because the Family Shareholders or the Company engage in a transaction with a competing investor before 1 November 1999, all advisory costs of Industri Kapital Limited and the Oriflame Group incurred in connection with the Restructuring will be borne in equal amounts by the Oriflame Group and Industri Kapital Limited. In all cases however, Messrs af Jochnick and Progress Settlement Trust shall bear their own costs. If the Restructuring is not completed and Oriflame engages in a transaction with a competing investor before 1 November 1999 (whether or not such transaction is announced), then Oriflame will pay Industri Kapital Limited the total costs of its advisors together with a break fee of one per cent. of the Enterprise Value of the Oriflame Group. 11.Risk factors and uncertainties for Minority Shareholders If the Restructuring is approved and the Offer becomes or is declared unconditional in all respects, Oriflame Shareholders who do not wish to accept the Offer and who thus remain Minority Shareholders should be aware of the following risks and uncertainties : - The risk profile of the Oriflame Group has changed in recent years by the repositioning of the business from mature markets to emerging markets and into regions of the world which are inherently unstable both politically and economically. In these circumstances, it is difficult to predict the future financial performance of the Oriflame Group. - The Listing of Oriflame Shares will be cancelled; as a result, Oriflame will not be listed, quoted or traded on any stock exchange, nor is it the current intention of Oriflame to provide any trading facility for Oriflame Shares. Accordingly, the liquidity and marketability of Oriflame Shares will be very restricted; there can be no guarantee that any listing of the Shares will be sought at the time of any exit by Industri Kapital 1997 or the holders of the Family Interests from their investment in the Company. - Under Luxembourg Law there is no compulsory acquisition procedure for Minority Shareholders who do not accept the Offer. Oriflame Shareholders who do not accept the Offer will not therefore be afforded the shareholder protection rights available to minority shareholders in relation to offers made in accordance with UK company law. This means that there will be no guaranteed exit mechanism for Minority Shareholders who may wish to sell their Oriflame Shares after the Offer has become wholly unconditional. - The Family Shareholders and Industri Kapital have agreed that there should be no exit for at least three years. There can be no guarantee that an exit will be available to any holder of Oriflame Shares at that time or at any time thereafter. - Oriflame will no longer be subject to the disclosure requirements of the London Stock Exchange and, accordingly, publicly available information to Minority Shareholders will be limited. Minority Shareholders choosing not to accept the Offer will no longer receive the protections afforded by the London Stock Exchange Listing Rules relating to the equality of treatment for shareholders. Luxembourg law provisions, however, regarding the equal treatment of shareholders will continue to apply. - As a result of borrowings incurred by Oriflame Trading and Oriflame to effect the Offer and the buy-back and cancellation of Oriflame Shares, The Oriflame Group will be highly leveraged. The aggregate consolidated borrowings of Oriflame based on the adjusted balance sheet at 30 June 1999, would be approximately #170m. - Although all Oriflame Shares will continue to rank pari passu, Oriflame will be jointly controlled by Industri Kapital 1997 and the holders of the Family Interests who, if they were to act together, could procure the passing of both ordinary and special resolutions of the Company including resolutions to disapply pre-emption rights in respect of future issues of Share capital. - The Financing Agreements prohibit the Company from paying dividends for the foreseeable future as the earnings of the Oriflame Group will be retained, inter alia, for the purposes of servicing and repaying the additional debt that the Oriflame Group will be assuming in order to fund the Offer by Oriflame Trading and the buy-back and cancellation of Shares by Oriflame itself. 12. Current trading and prospects Part IV of this announcement contains the Oriflame Group's unaudited interim results for the six months ended 30 June 1999. 13. Extraordinary General Meetings The Offer will be conditional, inter alia, upon the passing by Oriflame Shareholders of the Resolutions set out in the notice of the First EGM. The First EGM will be held on 6 October 1999. The Second EGM will be held on 19 October 1999. Oriflame Shareholders, being primarily the holders of the Family Interests, holding in aggregate Shares representing approximately 61.59 per cent. of the Existing issued share capital of the Company have already irrevocably undertaken to vote in favour of the Resolutions. 14. Oriflame Share Scheme arrangements Arrangements are being made for the ongoing management of Oriflame to receive appropriate Share incentive programmes. 15. Settlement The first date upon which the Offer is expected to become or be declared unconditional in all respects is 18 October 1999, being one Business Day prior to the date of the Second EGM. Accordingly, the latest date upon which settlement of the consideration is expected to be effected is 2 November 1999. 16. Offer Document A circular to Oriflame Shareholders containing the terms and conditions of the Offer and the Restructuring and the Form of Acceptance will be dispatched to Oriflame Shareholders as soon as practicable. This announcement does not constitute an offer or an invitation to purchase securities. The Offer will not be made directly, or indirectly, in or into, or by use of the mails or any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, nor will it be made in Canada, Australia, Singapore or Japan. Accordingly, copies of this announcement are not being and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Singapore or Japan. The availability of the Offer to Oriflame Shareholders who are not resident in the United Kingdom may be effected by the laws of the relevant jurisdictions. Oriflame Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Latest time and date for receipt of white 10.00 a.m. 4 October 1999 Forms of Proxy for First EGM Latest time and date for receipt of Forms of 10.00 a.m. 5 October 1999 Acceptance First EGM 10.00 a.m. 6 October 1999 Latest time and date for receipt of blue 10.30 a.m. 15 October 1999 Forms of Proxy for Second EGM Second EGM 10.30 a.m. 19 October 1999 Expected latest settlement date: cheques despatched to accepting shareholders 2 November 1999 Oriflame's Listing is expected to be cancelled on the Business day following the date on which the Offer is declared wholly unconditional. Assuming that the Offer is declared wholly unconditional on 18 October 1999 it is expected that the cancellation of Listing will be 19 October 1999. If this date should change, the revised date will be notified to Oriflame Shareholders by an announcement on the Regulatory News Service of the London Stock Exchange. Shareholders should also note that, unless otherwise announced prior to 5 October 1999, the Offer will cease to be capable of acceptance after 10.00am on 5 October 1999. If the Offer has been extended for (an) additional period(s) and has become or been declared unconditional as to acceptances on or before the expiry of such additional period(s), the Offer will not be capable of acceptance after the expiry of such additional period(s), even if, at that time, the Offer has not become or been declared unconditional in all respects. Shareholders who have not accepted the Offer on or before the time the Offer ceases to be open for acceptance will remain as Shareholders in Oriflame and Oriflame Trading will not after that time be obliged to acquired any Shares from non-accepting Shareholders. Note: All times referred to throughout this timetable, are Central European Times (i.e. + 1 hour on UK time). MORE TO FOLLOW COMSSWFIMUUUFDU
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