Proposal for disposal of Property Portfolio

 

TIDMNLD 
 
RNS Number : 8551S 
Nordic Land PLC 
17 September 2010 
 

 
              NORDIC LAND PLC 
 ("Nordic Land" or "the Company") 
 
          Proposal for the disposal of the Company's Property Portfolio 
 
 
The Board of Nordic Land announces today the proposed sale of the Company's 
property portfolio, subject to shareholder approval.  A circular (the 
"Circular") containing the background to and reasons for this disposal and 
containing notice of a General Meeting at which a resolution to approve the 
disposal will be considered is being posted to shareholders today. A copy of the 
Circular is available on the Company's website www.nordicland.com. 
 
1.   Introduction 
On 12 April 2010 the Company announced that it had engaged DTZ to explore the 
sale of all or part of its Property Portfolio which comprises Borlange, Sickla 
and Terminalen.  As a result of this process, offers have been secured on all of 
the Property Portfolio and the Group has entered into sale agreements for each 
property within the Property Portfolio conditional on Shareholder approval. 
Under Rule 15 of the AIM Rules for Companies, the Disposal constitutes a 
disposal resulting in a fundamental change of business and therefore requires 
approval from Shareholders representing at least 50 per cent of the votes cast 
at a general meeting. 
In reaching its decision to pursue the Disposal, the Directors have considered a 
number of issues facing the Group as set out in more detail in section 4 below. 
These include the strain placed on the Group's cash resources from its ongoing 
operational losses and the capital expenditure obligations in respect of the 
Property Portfolio. In addition, the Group is exposed to refinancing risks in 
connection with its existing Bank Borrowings which mature in April 2012 (with an 
option for the Group to extend by one year from that date) at which time the 
Group may have to inject significant cash equity into the Property Portfolio 
which the Directors believe the Group may not be able to fund. As the loan 
maturity date approaches or as the Group's cash resources are reduced, so it is 
more likely that any attempt to dispose of all or part of the Property Portfolio 
would be perceived as forced sales which may reduce the sale proceeds achieved. 
These factors, the Directors believe, would reduce the equity value available to 
Shareholders in the event that the Disposal were not to be pursued. 
The proposed Disposal is at an aggregate gross property price of SEK 673 million 
(GBP61.2 million at the Current Exchange Rate) which is a slight premium to the 
aggregate valuation as at 31 March 2010 of SEK 669 million (GBP60.8 million at 
the Current Exchange Rate or GBP61.3 million at the March Exchange Rate). The 
Directors intend to distribute to Shareholders the Estimated Net Cash Resources 
which are expected to be available following the proposed Disposal. The total 
Shareholder Distribution is expected to be approximately 23 pence per Share 
comprising an Initial Distribution of approximately 15 pence per Share, expected 
to be paid to Shareholders in December 2010, and a Final Distribution of 
approximately 8 pence per Share expected to be paid to Shareholders on 
conclusion of the intended summary winding up of the Company. 
If the Resolution as set out in the Notice is passed at the General Meeting, 
Completion of the Disposal is expected to take place by 15 October 2010. 
2.   Summary of the Disposal 
The Disposal, after allowing for all costs associated with the Disposal and the 
estimated Winding Up Costs, is expected to leave the Company with Estimated Net 
Cash Resources of approximately GBP4.6 million which is equivalent to 23 pence 
per Share. This compares to the 20 day Volume Weighted Average Price of the 
Company's Shares on 16 September 2010 of 15 pence per Share. The Estimated Net 
Cash Resources are materially lower than the NAV of the Company as at 31 March 
2010 as set out in the Preliminary Announcement, which was 46 pence per Share. 
This is because, in accordance with IFRS, the NAV of the Company as at 31 March 
2010 is calculated on the basis of the Group's borrowings being recorded at 
amortised cost which is consistent with the fact that the Directors had not, at 
that date, taken the decision to sell the Property Portfolio. However, had this 
decision been taken prior to 31 March 2010, then the carrying value of the 
Group's borrowings in the financial statements for the year ended 31 March 2010 
would have been amended to include all cashflows payable on early repayment of 
these borrowings and the resulting NAV of the Company as at 31 March 2010 would 
have been 30 pence per Share. The Estimated Net Cash Resources represent a 23 
per cent discount to this adjusted NAV of the Company reflecting the costs 
associated with the Disposal and the Winding Up Costs. 
The Board's intention is to return the Estimated Net Cash Resources to 
Shareholders by way of two distributions; an initial distribution in December 
2010 of approximately 15 pence per Share (the Initial Distribution) and a final 
distribution of approximately 8 pence per Share which is expected to be paid in 
the first quarter of 2012 following the release of the last of the Escrow 
Amounts (the Final Distribution). As explained more fully in section 6 of this 
letter, the amount and timing of the Shareholder Distribution are subject to a 
number of uncertainties. 
Provided that the Shareholder Distribution is made as part of a summary winding 
up of the Company, as the Directors intend, the Directors expect that it will be 
treated in the hands of Shareholders as capital receipts.  Further details are 
set out in section 7 below. 
3.   Investment strategy following the proposed Disposal 
If the proposed Disposal is approved and the Group completes the sale of the 
Property Portfolio the Group's operations will effectively cease. The Directors 
intend that, if Shareholders vote in favour of the Disposal, a subsequent 
general meeting of the Company will be called in November 2010 to seek 
Shareholder approval for the summary winding up of the Company and the rest of 
the Group in accordance with applicable law, which would commence immediately, 
and the cancellation of the admission to trading on AIM of the Shares, which it 
is expected would take place in January 2011. The resolution to approve the 
summary winding up of the Company would require two-thirds of the Shareholders 
attending and voting at the general meeting to vote in favour and the resolution 
to cancel the admission to trading of the Shares would require 75 per cent of 
votes cast by Shareholders at the general meeting to be in favour. It is 
expected that the summary winding up of the Group will be completed and the 
Final Distribution made in the first quarter of 2012. 
4.   Background to and reasons for the proposed Disposal 
The decision to recommend the Disposal of the Property Portfolio was taken after 
the Board had reviewed the Group's options in the light of the strategic issues 
facing the Group. These include: 
·           The lack of liquidity in the Shares: There is only limited liquidity 
in the trading of the Company's Shares. This is a reflection of the relatively 
small market capitalisation of the Group and the Company's tightly held 
shareholdings. This contributes to the Shares trading at a large discount to NAV 
and causes even small Share transactions potentially to result in large price 
movements. 
·           The Group's operational losses: Before taking into account any 
unrealised profit or loss from revaluation of the Property Portfolio, the Group 
is operationally cashflow negative such that its cash resources, which were 
GBP4.8 million as at 31 March 2010, are steadily being depleted. The cash 
outflow from operations for the year ended 31 March 2010 was GBP0.3 million 
(2009: outflow GBP1.0 million). This is due to the Group's lack of scale whereby 
the cash generated from owning the Property Portfolio (after financing costs) is 
exceeded by the management and administration costs of running the Property 
Portfolio and the Group. 
·           Potential capital expenditure obligations: The Directors expect that 
significant funds will need to be invested as capital investment in the Property 
Portfolio to maintain and improve its properties and meet tenant requirements. 
In the year ended 31 March 2010, it invested GBP1.5 million (2009: GBP0.5 
million). This potential capital expenditure obligation over the next few years 
has been estimated to amount to more than GBP2.7 million. Whilst some of this 
expenditure may be discretionary and some of it may be deferred, it may not be 
possible to fund the full amount from the Group's existing cash resources. Any 
deferral of this expenditure may impact on the capital value of the Property 
Portfolio. 
·           Medium-term refinancing risks: The Property Portfolio is financed by 
secured bank loans, which are due to mature in April 2012 with an option for the 
Company to extend repayment by a year from that date. The loans have no 
loan-to-value covenants and all loans are currently operating within their 
interest cover ratio covenants.  The Board does not consider refinancing to be a 
concern in the short term but, given the decline in property values and the 
reduction in the loan to value ratios at which banks are prepared to lend, it is 
likely that, when the Group's loans need to be refinanced, significant new 
equity will be required. If the Group is not able to raise equity finance in 
order to refinance its bank loans, then the banks may enforce their security and 
take control of the Property Portfolio which may materially reduce the equity 
value available to Shareholders. 
·           Scale of potential future equity fundraising: If the Group were to 
seek to raise the additional cash funds that are required for it to refinance 
its existing borrowings on maturity by way of an equity fundraising, the scale 
of the fundraising required is likely to be greater than the total amount raised 
by the Company from Shareholders to date and very much more than the Group's 
existing market capitalisation. As at 31 March 2010, the Group's borrowings were 
90 per cent of the valuation of the Property Portfolio. On the assumption that 
refinancing would be secured at a loan to value level of 65 per cent and that 
the 31 March 2010 valuation of the Property Portfolio does not change, the 
Company would be required to raise additional cash resources of some GBP15 
million, which is five times its market capitalisation (based on the 20 day 
Volume Weighted Average Price as at 16 September 2010), to refinance the Group's 
current borrowings. In addition, it is likely that the Company would also be 
required to raise further funds to finance both the Group's ongoing operational 
losses and the capital expenditure obligations as described above. The Directors 
believe that an equity fundraising of this nature would not be supported by the 
current holders of a significant proportion of the Company's Shares. 
·           Risk of forced sales: The market would be aware of the refinancing 
risks described above since details of the Group's borrowings and its cash 
balances are disclosed in its financial statements for the year ended 31 March 
2010.  Accordingly, as the refinancing date approaches, or as the Group's cash 
resources are reduced, the more likely it is that any attempt by the Group to 
sell the Property Portfolio will be seen as forced sales, imposed on it by the 
need to refinance its debt.  This may have a negative impact on the Group's 
ability to negotiate with prospective purchasers and may reduce the sale 
proceeds achieved with a consequential impact on the equity value available to 
Shareholders. 
In reaching its decision to recommend the Disposal to Shareholders, the Board 
has also considered the possible advantages of not selling the Property 
Portfolio now or of selling only part of the Property Portfolio: 
·           Improvement in the Swedish property market: According to published 
research, the Swedish property market reached a low point around the first 
quarter of 2009. Since then there has been some improvement with yields falling 
and an increase in transaction volumes as investor confidence returns and 
financing becomes more available. Nevertheless, valuations remain below peak 
levels and further improvements in valuations over the medium term are possible. 
However, the Directors are concerned that such improvements may not occur on a 
sufficient scale and in sufficient time given the Group's refinancing risk and 
limited cash resources. 
·           Reduction in banking break fees:  As discussed in section 6 below, 
the Group will incur costs of approximately GBP2.6 million (principally the 
Hedge Indemnity Cost of GBP2.3 million) arising from the early repayment of the 
Group's borrowing). If the borrowings were repaid closer to the maturity date 
the Hedge Indemnity Cost would be lower. Against this, the Directors have 
considered the operational and capital cash outflows that would be incurred by 
the Group if the disposal process were delayed. 
·           Development potential in the Property Portfolio: The Directors 
believe that there is development potential within the Property Portfolio, 
particularly at Terminalen. However, the Directors are concerned that realising 
this potential will take time and will require investment in the properties of 
an amount in excess of the Group's available cash resources. Further, the 
Directors are of the opinion that the proposed sale price of Terminalen reflects 
part of the development potential of this site. 
·           Planning uncertainty at Sickla: The Directors have considered the 
timing of the sale of Sickla, where the valuation at 31 March 2010 and the 
proposed sale price have been depressed by uncertainty over the property's 
planning status. The site's current retail use is based on a temporary planning 
consent which expires in March 2014 and, following a change in planning law, 
cannot be extended. If the Group applied for and was granted permanent 
permission for continued retail use on this site, then the value of this 
property would increase and the Group could expect to realise a higher sale 
price. The Directors have been advised that the application will take 
approximately two years to be determined. The Directors have received 
conflicting opinions from property consultants as to the likelihood of a retail 
planning application being successful; the Group's property adviser, DTZ, has 
stated that it believes that such an application has a good probability of 
success and the 31 March 2010 valuation included in the financial statements of 
SEK 42 million (GBP3.8 million at the Current Exchange Rate) has been determined 
on this basis; another firm of international property consultants engaged by the 
Group to review the valuation of Sickla has expressed its view that the 
successful outcome of an application is significantly less certain which would 
result in a materially lower valuation. The proposed sale price is SEK 35 
million (GBP3.2 million at the Current Exchange Rate). The Directors have 
reached the decision to sell Sickla now, taking into account the uncertainty of 
the planning process, the timescale for resolving it and the benefits to 
Shareholders of disposing of all properties at the same time. 
As part of the review of the Group's strategic options, the Board has also 
considered and explored mergers or joint ventures with other parties, the sale 
of the Group and options to reorganise and simplify the Group's structure. 
The Manager and the Board first explored asset disposals in the first half of 
2009 as a possible solution to the issues facing the Group, when the sale of 
Terminalen was considered, following interest from a major Swedish real estate 
investor.  The indicative price offered was not at a level which justified a 
sale in the view of the Manager and the Board, reflecting subdued real estate 
market conditions at the time; accordingly the opportunity was not pursued. 
The Board subsequently negotiated an agreement with the Manager in September 
2009 (the New Lathe Agreement) whereby the sale of Terminalen and the remaining 
assets would be pursued, subject to favourable market conditions. Under the New 
Lathe Agreement, in the event that individual assets were sold, management fees 
payable to Lathe would be reviewed; and if all assets were sold, with the 
proceeds being returned to Shareholders, and Nordic Land were to be wound up, 
the Management Agreement would be terminated and no further management fees 
would be payable. If Shareholders approve the Resolution and the Company 
subsequently commences the winding up process, the New Lathe Agreement will 
result in significant savings compared to the Management Agreement under which 
the Company was contracted to pay a management fee to the Manager until April 
2012 at the higher of GBP300,000 or 0.65 per cent of gross consolidated assets 
per annum; fees paid to the Manager in the financial year to 31 March 2010 were 
GBP458,000. 
In March 2010, the Board sought the views and advice of several local property 
agents in Sweden who stated that sentiment and demand had recovered to a point 
where it was possible, in their view, to sell the Group's properties at prices 
which should generate a return for Shareholders in excess of the Company's Share 
price at the time, albeit still below the Company's then published NAV. The 
Board appointed DTZ to pursue potential asset disposals and this was announced 
by the Company on 12 April 2010. 
On 13 April 2010, the Company announced the resignation from the Board of the 
two executive directors, Ian Knight (who is also the Managing Partner of the 
Manager) and Olle Arnoldsson.  Since this date, the Board has comprised the 
continuing four independent non-executive directors which is consistent with 
other AIM listed property companies with an external manager. 
Over the last 15 months there have been a number of disagreements between the 
Board and the Manager on operational and strategic matters, including the 
decision to sell assets from the Property Portfolio, and the relationship 
between the Board and the Manager has become increasingly strained. 
Given this, the Board felt it necessary to take on the direct management of the 
Disposal process. This has resulted in a significant additional workload for the 
Board well in excess of what could reasonably be expected from non-executive 
directors. Accordingly, and on the recommendation of the Company's advisers, it 
has been agreed that the Board will receive additional fees in aggregate of 
GBP39,000. Going forward, the Directors have agreed that, with effect from 
Completion of the Disposal, their aggregate annual fees will be reduced to 
GBP30,000 per annum which is half the existing level. 
The deterioration in the relationship between the Board and the Manager has had 
an impact on the efficient operation of the Group to a point where, in the 
Board's view, it would be detrimental to the interests of Shareholders to allow 
the situation to continue. If the proposed Disposal is approved by Shareholders 
then, following the commencement of the intended winding up of the Company, the 
Management Agreement will terminate and the issue will fall away; if not, an 
alternative solution would be required involving a change of either the Manager 
or the Board. 
5.   The terms of the proposed Disposal 
The Group has entered into agreements to sell its three properties, Terminalen, 
Borlänge and Sickla, each sale being conditional on Shareholder approval.  The 
Property Portfolio is described further in Part II of this document. 
The consideration agreed for the proposed Disposal is based on gross property 
sale prices in aggregate of SEK 673 million (GBP61.2 million at the Current 
Exchange Rate) which is slightly higher than the aggregate value of the Property 
Portfolio as at 31 March 2010 of SEK 669 million (GBP60.8 million at the Current 
Exchange Rate or GBP61.3 million at the March Exchange Rate). The offers by 
property are summarised below: 
+------------+----------+----------+-----------+-----------+ 
| Property   |Currency  |  Sale    |Valuation  |Valuation  | 
|            |          |  price   | as at 31  | as at 31  | 
|            |          |  (GBP    |  March    |  March    | 
|            |          |  at the  |2010 (GBP  |2010 (GBP  | 
|            |          | Current  |  at the   |  at the   | 
|            |          |Exchange  |  Current  |  March    | 
|            |          |  Rate)   | Exchange  | Exchange  | 
|            |          |          |  Rate)    |  Rate)    | 
|            |          |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
| Terminalen |   GBP    |  44.5    |   43.5    |   43.8    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |   SEK    |   490    |    478    |    478    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |          |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
| Borlange   |   GBP    |  13.5    |   13.5    |   13.7    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |   SEK    |   148    |    149    |    149    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |          |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
| Sickla     |   GBP    |   3.2    |    3.8    |    3.8    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |   SEK    |    35    |    42     |    42     | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |          |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
| Total      |   GBP    |  61.2    |   60.8    |   61.3    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
|            |   SEK    |   673    |    669    |    669    | 
|            | million  |          |           |           | 
+------------+----------+----------+-----------+-----------+ 
 
Terms of the SPAs 
The principal terms of the SPAs pursuant to which the Group is proposing to 
effect the Disposal are set out in Part III of this document. 
Escrow arrangements 
Given that the Group intends to return the Estimated Net Cash Resources to 
Shareholders, two of the Purchasers have required that a portion of the Disposal 
consideration is placed in an escrow facility to back up the representations and 
warranties made by the Group in the SPAs. The total Escrow Amount is SEK 17.5 
million (GBP1.6 million). 
Further details of the escrow arrangements are set out in Part III of this 
document. 
Lender consent 
Under the terms of the loan agreement between the Group and the Lender, the sale 
of the properties against which the Bank Borrowings are secured requires the 
consent of the Lender. This consent is deemed to be given if the disposal 
proceeds are equal to or greater than the release amount for each property, 
being the principal of that portion of the Bank Borrowings lent in respect of 
the relevant property plus interest and associated break costs and legal fees. 
Under the terms of the Disposal this condition is met in aggregate for the three 
properties in the Property Portfolio, but in relation to Sickla there is a 
shortfall between the sale price and the release amount of the relevant portion 
of the Bank Borrowings and therefore technically consent is required from the 
Lender for the sale of Sickla. Under the structure of the Disposal it is 
intended that this shortfall will be met out of the surplus of the proceeds from 
the sale of the other properties.  Discussions with the Lender indicate that, 
provided the full release amount is repaid by the Group in relation to each 
property, security will be released on Completion. 
6.   Expected cash proceeds from the Shareholder Distribution 
Following completion of the Disposal the Directors intend to distribute the 
Estimated Net Cash Resources to Shareholders by way of cash distributions, after 
allowing for all costs associated with the Disposal and the estimated Winding Up 
Costs. The total Shareholder Distribution is expected to be approximately 23 
pence per Share. 
The Directors intend that the Shareholder Distribution will be made in two 
stages: 
·      The Initial Distribution, which is expected to total approximately 15 
pence per Share, is expected to be distributed in December 2010. 
·      The Final Distribution, which amounts to approximately 8 pence per Share, 
will be made once the Escrow Amounts are released in the first quarter of 2012. 
Calculation of the Shareholder Distribution 
The estimated amounts of the Shareholder Distribution have been calculated as 
follows: 
+-----------------------------------+---------+---------+--------+ 
|                                   |    SEK  |    GBP  | Pence  | 
|                                   | million | million |    per | 
|                                   |         |         |  Share | 
+-----------------------------------+---------+---------+--------+ 
| Agreed property sale prices       |   673.0 |    61.2 |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Cash and other net assets in the  |    27.1 |     2.5 |        | 
| Property SPVs                     |         |         |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Gross proceeds from the sale of   |   700.1 |    63.7 |        | 
| the Property SPVs                 |         |         |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Repayment of Bank Borrowings plus | (611.0) |  (55.5) |        | 
| interest                          |         |         |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Hedge Indemnity Cost              |  (24.9) |   (2.3) |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Borrowing prepayment fees, break  |   (2.9) |   (0.3) |        | 
| costs and associated legal fees   |         |         |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Net proceeds from the Disposal    |    61.3 |     5.6 |     28 | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Costs of the Disposal             |     n/a |   (1.1) |    (6) | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Retention for estimated Winding   |     n/a |   (0.6) |    (3) | 
| Up Costs                          |         |         |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Estimated cash balances of the    |     n/a |     0.7 |      4 | 
| Group prior to Completion         |         |         |        | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Estimated Net Cash Resources      |         |     4.6 |     23 | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
|                                   |         |         |        | 
| Initial Distribution              |         |     3.0 |     15 | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Final Distribution                |         |     1.6 |      8 | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
| Total Shareholder Distribution    |         |     4.6 |     23 | 
|                                   |         |         |        | 
+-----------------------------------+---------+---------+--------+ 
 
Note: SEK amounts translated at the Current Exchange Rate. 
The calculation of the Shareholder Distribution is based on a number of 
assumptions and estimates. For the Initial Distribution these include the Hedge 
Indemnity Cost, movements in exchange rates and any differences between pro 
forma and closing balance sheets of the Property SPVs (further detail is set out 
in the description of the principal terms of the SPAs contained in Part III of 
this document). The Final Distribution is subject to a number of potential 
variables, notably the amount of any claims made by the Purchasers under the 
SPAs or against the Escrow Amounts, movements in exchange rates, and any 
differences between the estimated and actual Winding Up Costs. Accordingly, the 
amounts of the actual Initial Distribution and the Final Distribution may vary 
from the amounts set out above. 
Hedge Indemnity Cost 
Although there are no derivative financial contracts in place between the Group 
and the Lender, interest rate swap agreements exist between the Lender and an 
external counterparty, which were established in order to hedge the fixed 
interest rate flows due to the Lender under the terms of the loan agreement 
between the Group and the Lender. Pursuant to the terms of this loan agreement, 
early repayment of the Bank Borrowings results in costs to the Group pursuant to 
an indemnity clause whereby the Group is obliged to reimburse the Lender for any 
costs resulting from early termination of those interest rate swap agreements 
(the Hedge Indemnity Cost). 
The Hedge Indemnity Cost fluctuates according to a number of underlying 
variables, principally the time to expiry of the interest rate swap agreement 
and the underlying interest rate differentials and could fluctuate by a material 
amount between the date of this document and the date of repayment of the Bank 
Borrowings. 
As at 7 September 2010 the Hedge Indemnity Cost was calculated at SEK 25 million 
(GBP2.3 million). 
Uncertainty as to the total amount of the Shareholder Distribution 
The amounts of the Shareholder Distribution as set out above may be affected by 
a number of variables which are wholly or partly outside the control of the 
Company, including but not limited to: 
·           Fluctuations in the value of the Hedge Indemnity Cost; 
·           Exchange rate fluctuations between the SEK:GBP rate used in 
calculating the amounts of the Shareholder Distribution and the prevailing rates 
at the time when the SEK amounts are actually translated into GBP; 
·           Differences between estimated costs and actual costs; 
·           Reductions in the amount of the Estimated Net Cash Resources as a 
consequence of claims by the Purchasers under the SPAs and/or against the Escrow 
Amounts; and 
·           Any differences that may emerge between the unaudited pro forma 
balance sheets for the Property SPVs and their audited closing balance sheets 
which may cause the gross proceeds arising on the sale of the Property SPVs to 
differ from the current estimates. 
7.   Taxation 
Shareholders should seek their own advice on the tax implications of the receipt 
of the Shareholder Distribution. The following information is general 
information based on the law and practice currently in force in the United 
Kingdom. Investors should note that tax law and interpretation can change. 
It is the intention of the Board that both the Initial Distribution and the 
Final Distribution will be made by the Company in cash after the commencement of 
a summary winding up of the Company. For  Shareholders in the UK, the receipt of 
each of the Initial and Final Distributions should, under current tax law, give 
rise to a capital gain or a capital loss (depending on the cost to each 
Shareholder of their Shares). 
Shareholders who are resident in the United Kingdom for tax purposes may be 
liable to capital gains tax (for individuals) or corporation tax (for companies) 
in respect of capital gains realised on the Shareholder Distribution which will 
be deemed in the case of the Initial Distribution to be a partial disposal of 
their shareholding. Individual Shareholders are entitled to an annual exemption 
from capital gains. For the 2010/11 tax year this is GBP10,100. Shareholders 
within the charge to corporation tax may claim indexation allowances to reduce 
any chargeable gain arising on the disposal of the Shares. Any capital losses 
realised may, in certain circumstances, be available for offset against other 
capital gains. 
The Directors believe that the Company is a close company. Therefore, under 
section 13 of the Taxation of Chargeable Gains Act 1992, capital gains realised 
by the Company or its subsidiaries could be apportioned to UK resident 
Shareholders who, together with connected parties, own more than 10 per cent of 
the Company. 
Non-UK domiciled individual Shareholders (who are resident and ordinarily 
resident in the UK) who are being taxed on a remittance basis will only be 
liable to UK capital gains tax to the extent that any gains are remitted to the 
UK. Non-UK domiciled individual Shareholders who are not taxed on a remittance 
basis will be taxed as for other UK resident individuals. 
If, for any reason, the summary winding up of the Group is not pursued, the 
Shareholder Distribution may not be treated as capital receipts in the hands of 
all Shareholders. 
8.   Voting intentions 
Shareholders, including those Directors who are Shareholders, have indicated in 
writing to the Company that it is their intention to vote in aggregate 7,946,000 
Shares, representing 40 per cent of the Company's issued share capital, in 
favour of the Resolution. 
9.   General Meeting 
A General Meeting of the Company will be held at Ogier House, The Esplanade, St 
Helier, Jersey JE4 9WG at 10.00 a.m. on 7 October 2010. 
At the General Meeting, an Ordinary Resolution will be proposed to approve (a) 
the sale of the Property Portfolio to the Purchasers and (b) the Company's 
revised investment strategy. 
In the event that the Resolution is not passed, and accordingly the Disposal 
cannot proceed as currently envisaged, the Group will nevertheless have to pay 
an abort fee of SEK 2.5 million (GBP0.2 million) to DTZ. 
10.  Recommendation 
The Board has called a General Meeting to consider the Disposal on 7 October 
2010. As set out above, the Company's lack of scale, its limited cash resources, 
its financing position and the risk of future sales being perceived as forced 
sales has led the Board to conclude that the Disposal is in the best interests 
of the Company and its Shareholders. Accordingly, the Directors unanimously 
recommend that Shareholders vote in favour of the Resolution. 
 
Enquiries to: 
 
Nordic Land plc 
Ray Horney, Chairman                                            Tel: + 44 (0) 
1273 775 225 
 
SP Angel Corporate Finance LLP                            Tel: + 44 (0) 20 7647 
9650 
Robert Wooldridge 
 
Matrix Corporate Capital LLP 
Stephen Mischler                                                   Tel: + 44 (0) 
20 3206 7203 
 
Bankside Consultants Ltd                                       Tel: + 44 (0) 20 
7367 8888 
Simon Rothschild 
 
                                   APPENDIX 1 
 
                      Description of the Property Portfolio 
Terminalen 1, Helsingborg 
Helsingborg is a major port city in south-west Sweden, opposite Denmark. 
Terminalen 1 is in central Helsingborg.  The building was constructed in 1991 
and is the region's central transport terminal.  Underneath is the main, 
west-coast line railway station and the main bus terminal.  The property 
comprises the terminal area, which provides ticket sales, waiting halls and a 
passenger link to the main Sweden to Denmark ferry terminal, plus a shopping 
centre with a number of restaurants above, and offices in a further 5-6 levels 
above.  The property has a multi-storey, roof-top car park (303 spaces) and 
surface roof-top parking (399 spaces) which benefit from being directly adjacent 
to the ferry and train terminals and together provide a strong income stream. In 
total there are some 93 tenants. The South Harbour area next to the building is 
planned to be redeveloped into a 'docklands-style' 800,000 sq m development. 
Lackeraren 3, Borlänge 
Borlänge is a major regional town 120 miles to the north west of Stockholm.  The 
property is located next to the Kupolen Shopping Centre and comprises a retail 
warehouse park and two, small, free-standing office buildings, aggregating some 
10,000m², a 327-space surface car park and extensive servicing areas. 
Sicklaön 117, Nacka, Stockholm 
This property is located in the Sickla shopping quarter in Stockholm, Sweden. 
The property comprises 3,400m² of retail, storage and office accommodation in 
one building, predominantly let to national multiple retailers, plus a villa and 
land for re-development. 
 
                                   APPENDIX 2 
 
                SUMMARY OF TERMS OF SPAs AND ESCROW ARRANGEMENTS 
 
SPAs 
 
Terminalen Share Purchase Agreement 
An agreement (the Terminalen SPA) dated 10 September 2010 between Nordic Land 
Sweden (the Terminalen Seller) and Wihlborgs Fastigheter AB (publ) (the 
Terminalen Purchaser), pursuant to which the Terminalen Seller has agreed to 
sell the entire share capital of the Swedish company Nordic Land Terminalen AB 
(the Terminalen Target) to the Terminalen Purchaser. The Terminalen Target is 
the legal and registered owner of the site leasehold right to the property 
Helsingborg Terminalen 1 (the Terminalen Property).  The Terminalen SPA is 
conditional on amongst other things the approval of the transaction by both the 
Board and the Shareholders. 
The consideration to be paid to the Terminalen Seller pursuant to the Terminalen 
SPA is an amount equal to the Terminalen Target's equity as at completion of the 
Terminalen SPA (the nominal value of the share capital of the Target is SEK 
100,000), plus an amount equal to the difference between the agreed value of the 
Terminalen Property and the book value of the Terminalen Property as at 
completion. This amount has been provisionally calculated to be SEK 36,670,000 
(the Terminalen Preliminary Consideration). 
The Terminalen Preliminary Consideration is payable by the Terminalen Purchaser 
upon completion, less SEK 15 million (the Terminalen Escrow Amount). The 
Terminalen Escrow Amount is to be transferred by the Terminalen Purchaser on 
completion to an escrow agent jointly nominated by the Terminalen Purchaser and 
Terminalen Seller. The form of escrow agreement governing this relationship is 
appended to the Terminalen SPA. 
Upon completion, the Terminalen Purchaser undertakes to procure that the 
Terminalen Target repays amounts lent to the Terminalen Target by EXCALIBUR 
Funding No1 plc and all the Terminalen Target's debts owed to the Terminalen 
Seller or any member of the Group (together, the Terminalen Target Debt). 
The Terminalen Target's equity and the book value of the Terminalen Property are 
determined from the balance sheets for the Terminalen Target as at the date of 
closing, prepared by the Terminalen Seller and reviewed by the auditors of the 
Terminalen Target (the Terminalen Closing Date Balance Sheet).  The Terminalen 
Closing Date Balance Sheet should set out the Terminalen Seller's calculation of 
the Terminalen Target debt and the final purchase price payable by the 
Terminalen Purchaser (the Terminalen Final Purchase Price). 
The Terminalen Seller must provide the Terminalen Closing Date Balance Sheet and 
the amount constituting the Terminalen Final Purchase Price to the Terminalen 
Purchaser within thirty (30) business days following the date of closing, 
together with relevant financial information on the Terminalen Target for the 
purposes of reviewing and commenting on the Terminalen Closing Date Balance 
Sheet.  The parties agree that neither deferred tax liabilities nor deferred tax 
assets are to be taken into account when calculating the Terminalen Final 
Purchase Price. 
The Terminalen Purchaser then has thirty (30) business days following the 
delivery of the Terminalen Closing Date Balance Sheet and supporting 
documentation to submit to the Terminalen Seller a written statement setting out 
in detail those items and amounts in the Terminalen Closing Date Balance Sheet 
with which the Terminalen Purchaser disagrees, including a separate certificate 
setting out the Terminalen Purchaser's calculation of, and a statement on, the 
Terminalen Final Purchase Price. 
If the Terminalen Purchaser does not respond to the Terminalen Seller within 30 
days, or does not dispute the Terminalen Seller's proposal, the Terminalen 
Purchaser will be deemed to have accepted the Terminalen Seller's proposal. The 
Terminalen Preliminary Consideration and amounts already paid in relation to the 
Terminalen Target Debt are then adjusted accordingly, the difference payable by 
one party to the other as appropriate plus interest on the difference at a rate 
of 5 per cent. 
The Terminalen SPA also contains a provision for the apportionment of income 
relating to turnover rent for the calendar year 2010 between the Terminalen 
Seller and the Terminalen Purchaser by reference to the date of completion. 
The Terminalen SPA contains warranties covering the following areas: ownership 
of the Terminalen Target, corporate status and capacity, solvency, employees, 
the nature of the business conducted by the Terminalen Target, accounts, tax 
affairs of the Terminalen Target and disputes.  In addition there are more 
extensive warranties about the Terminalen Property relating to ownership of the 
Terminalen Property, the land on which it stands, encumbrances registered 
against the Terminalen Property, the leases granted and rents charges, receipt 
of all required construction consents and payment of all dues and fees. 
The Terminalen Seller indemnifies the Terminalen Purchaser for any breach of 
warranty. Compensation payable by the Terminalen Seller is limited to any loss 
or damage incurred by the Terminalen Target directly as a result of any breach 
of warranty. The Terminalen Purchaser must give the Terminalen Seller notice of 
such breach within 60 days of becoming aware of it, or is precluded from making 
a claim. Claims must be made within 12 months of completion of the sale (apart 
from in relation to the tax warranties, which claims must be made within one 
month of the determination of the tax liability).  Claims are subject to minimum 
and maximum thresholds. Any claim must be in excess of SEK 25,000 and the 
aggregate of all claims must be in excess of SEK 500,000 for a claim to be 
brought. The maximum liability is SEK 100 million. 
The Terminalen SPA is governed by Swedish Law. 
Borlange Share Purchase Agreement 
An agreement (the Borlange SPA) dated 13 September 2010 between Nordic Land 
Sweden (the Borlange Seller) and Steen & Ström Holding AB (the Borlange 
Purchaser), pursuant to which the Borlange Seller has agreed to sell the entire 
share capital of the Swedish company Nordic Land Borlänge AB (the Borlange 
Target) to the Borlange Purchaser. The Borlange Target is the legal and 
registered owner of the property Borlänge Borlange 3 (the Borlange Property). 
The Borlange SPA is conditional on the approval of the transaction by both the 
Board and the Shareholders. 
The consideration to be paid to the Borlange Seller pursuant to the Borlange SPA 
is an amount equal to the Borlange Target's equity as at completion of the 
Borlange SPA (the nominal value of the share capital of the Target is SEK 
100,000), plus an amount equal to the difference between the agreed value of the 
Borlange Property (SEK 148 million) and the book value of the Borlange Property 
as at completion. This amount is SEK 5,412,000 (the Borlange Preliminary 
Consideration). 
Upon completion, the Borlange Purchaser undertakes to procure that the Borlange 
Target repays amounts lent to the Borlange Target by EXCALIBUR Funding No1 plc 
and all the Borlange Target's debts owed to the Borlange Seller or any member of 
the Borlange Seller's group (together, the Borlange Target Debt). 
The Preliminary Consideration is payable by the Borlange Purchaser upon 
completion, less SEK 2.5 million (the Borlange Escrow Amount). 
The Borlange Target's equity and the book value of the Borlange Property are 
determined from the balance sheets for the Borlange Target as at the date of 
closing, prepared by the Borlange Seller and reviewed by the auditors of the 
Borlange Target (the Borlange Closing Date Balance Sheet).  The Borlange Closing 
Date Balance Sheet should set out the Borlange Seller's calculation of the 
Borlange Target Debt and the final purchase price payable by the Terminalen 
Purchaser (the Borlange Final Purchase Price). 
The Borlange Seller must provide the Borlange Closing Date Balance Sheet and the 
amount constituting the Borlange Final Purchase Price to the Borlange Purchaser 
within thirty (30) business days following the date of closing, together with 
relevant financial information on the Borlange Target for the purposes of 
reviewing and commenting on the Borlange Closing Date Balance Sheet. 
The Borlange Purchaser then has thirty (30) business days following the delivery 
of the Borlange Closing Date Balance Sheet and supporting documentation to 
submit to the Borlange Seller a written statement setting out in detail those 
items and amounts in the Borlange Closing Date Balance Sheet with which the 
Borlange Purchaser disagrees, including a separate certificate setting out the 
Borlange Purchaser's calculation of, and a statement on, the Borlange Final 
Purchase Price. 
If the Borlange Purchaser does not respond to the Borlange Seller within 30 
days, or does not dispute the Borlange Seller's proposal, the Borlange Purchaser 
will be deemed to have accepted the Borlange Seller's proposal. The Borlange 
Preliminary Consideration and amounts already paid in relation to the Borlange 
Target Debt are then adjusted accordingly, the difference payable by one party 
to the other as appropriate plus interest on the difference at a rate of 5 per 
cent.  No deduction is made to the consideration in relation to deferred tax 
liability. 
The Borlange SPA contains warranties covering the following areas: ownership of 
the Borlange Target, corporate status and capacity, solvency, employees, the 
nature of the business conducted by the Borlange Target, accounts, tax affairs 
of the Borlange Target and disputes.  These are fairly short form as 
historically the only business carried on by the Borlange Target was that of 
owning and managing the Borlange Property.  In addition there are more extensive 
warranties about the Borlange Property relating to ownership of the Borlange 
Property, the land on which it stands, encumbrances registered against the 
Borlange Property, the leases granted and rents charges, receipt of all required 
construction consents, payment of all dues and fees and environmental 
contamination. 
The Borlange Seller indemnifies the Borlange Purchaser for any breach of 
warranty. Compensation payable by the Borlange Seller is limited to any loss or 
damage incurred by the Borlange Target directly as a result of any breach of 
warranty. The Borlange Purchaser must give the Borlange Seller notice of such 
breach without undue delay upon becoming aware of it, or is precluded from 
making a claim. Claims must be made within 12 months of completion of the sale 
(apart from in relation to the tax warranties, which claims must be made within 
one month of the determination of the tax liability).  Claims are subject to 
minimum and maximum thresholds. Any claim must be in excess of SEK 50,000 and 
the aggregate of all claims must be in excess of SEK 500,000 for a claim to be 
brought. The maximum threshold is SEK 30 million. 
The Borlange SPA is governed by Swedish Law. 
Sickla Share Purchase Agreement 
An agreement (the Sickla SPA) dated 31 August 2010 between Nordic Land Sweden 
(the Sickla Seller) and LjungbergGruppen Holding AB (the Sickla Purchaser), 
pursuant to which the Sickla Seller has agreed to sell the entire share capital 
of the Swedish company Goldcup 5858 AB (the Sickla Target) to the Sickla 
Purchaser. The Sickla Seller has agreed to transfer the legal and registered 
title to the properties Nacka Sickla 117:1 and Nacka Sickla 117:2 (together, the 
Sickla Property) to the Sickla Target as a condition precedent to completion. 
The only other condition of the Sickla SPA is the approval of Shareholders to 
the transaction. 
The consideration to be paid to the Sickla Seller pursuant to the Sickla SPA is 
an amount equal to the Sickla Target's equity as at completion of the Sickla SPA 
(the nominal value of the share capital of the Target is SEK 50,000), plus an 
amount equal to the difference between SEK 35 million (the agreed value of the 
Sickla Property) and the book value of the Sickla Property as at completion. 
This amount has been provisionally calculated to be SEK 35,050,000 (the 
Preliminary Consideration). 
The Sickla Target's equity and the book value of the Sickla Property are 
determined from the balance sheet for the Sickla Target as at the date of 
closing, prepared by the Sickla Seller and reviewed by the auditors of the 
Sickla Target (the Sickla Closing Date Balance Sheet). 
The Sickla Seller must provide the Sickla Closing Date Balance Sheet and the 
amount constituting the final purchase price payable by the Sickla Purchaser 
(the Sickla Final Purchase Price) within thirty (30) business days following the 
date of closing, together with relevant financial information on the Sickla 
Target for the purposes of reviewing and commenting on the Sickla Closing Date 
Balance Sheet. 
The Sickla Purchaser then has thirty (30) business days following the delivery 
of the Sickla Closing Date Balance Sheet and supporting documentation to submit 
to the Sickla Seller a written statement setting out in detail those items and 
amounts in the Sickla Closing Date Balance Sheet with which the Sickla Purchaser 
disagrees, including a separate certificate setting out the Sickla Purchaser's 
calculation of, and a statement on, the Sickla Final Purchase Price. 
If the Sickla Purchaser does not respond to the Sickla Seller within 30 days, or 
does not dispute the Sickla Seller's proposal, the Sickla Purchaser will be 
deemed to have accepted the Sickla Seller's proposal. The Sickla Preliminary 
Consideration and amounts already paid in relation to the Sickla Target Debt are 
then adjusted accordingly, the difference payable by one party to the other as 
appropriate plus interest on the difference at a rate of 5 per cent.  No 
deduction is made to the consideration in relation to deferred tax liability. 
The Sickla SPA contains warranties covering the following areas: ownership of 
the Sickla Target, corporate status and capacity, employees, the nature of the 
business conducted by the Sickla Target, accounts, tax affairs of the Sickla 
Target and disputes.  These are fairly short form as the Sickla Target acquires 
the Sickla Property as part of this transaction and has not previously carried 
on any type of business.  In addition there are more extensive warranties about 
the Sickla Property relating to ownership of the Sickla Property, the land on 
which it stands, encumbrances registered against the Sickla Property, the leases 
granted and rents charges, receipt of all required construction consents and no 
contamination given current use . 
The Sickla Seller indemnifies the Sickla Purchaser for any breach of warranty, 
and the Sickla Purchaser's only recourse is a reduction in the purchase price 
for the loss (direct or indirect) suffered as a result of the breach. The Sickla 
Seller is permitted a cure period, following notice by the Sickla Purchaser of a 
breach of warranty, to rectify the breach before the Sickla Purchaser may bring 
a claim. The Sickla Purchaser must give the Sickla Seller notice of such breach 
within 60 days of becoming aware of it, or is precluded from making a claim. 
Claims must be made within 12 months of completion of the sale (apart from one 
of the tax warranties).  Claims are subject to minimum and maximum thresholds. 
Any claim must be in excess of SEK 25,000 and the aggregate of all claims must 
be in excess of SEK 500,000 for a claim to be brought. The maximum threshold is 
between SEK 10 million and SEK 35 million, depending upon which warranty is 
breached. 
The Sickla SPA is governed by Swedish law. 
ESCROW ARRANGEMENTS 
Terminalen Escrow Agreement 
An agreement (the Terminalen Escrow Agreement) between (1) Nordic Land Sweden 
(the Terminalen Seller), (2) Wihlborgs Fastigheter AB (publ) (the Terminalen 
Buyer) and (3) Nordea Bank AB (the Terminalen Escrow Agent), pursuant to which 
the Terminalen Buyer agrees to pay an amount of SEK 15 million into an escrow 
account with the Terminalen Escrow Agent pursuant to the terms of the share 
purchase agreement dated 10 September 2010 and entered into between the 
Terminalen Buyer and the Terminalen Seller (the Terminalen SPA). 
Under the terms of the Terminalen Escrow Agreement, the Terminalen Escrow Agent 
must establish an interest bearing SEK bank account in the name of the 
Terminalen Seller. The Terminalen Seller grants the Terminalen Buyer a first 
priority security interest and pledge over any amounts deposited in the escrow 
account from time to time (the Terminalen Escrow Amount) as security against the 
performance by the Terminalen Seller of its obligations under the Terminalen 
SPA. The Terminalen Seller also enters into a negative pledge in relation to the 
escrow account in relation to the grant of any security interests other than as 
set out above. 
Unless the parties jointly agree that it should be released earlier, the 
Terminalen Escrow Amount will be released to the Terminalen Seller on 14 October 
2011 (the Terminalen Disbursement Date), less any amounts relating to claims 
notified to the Terminalen Escrow Agent by the Terminalen Buyer in writing prior 
to the Terminalen Disbursement Date. 
The liability of the Terminalen Escrow Agent is limited under the terms of the 
agreement, and the Terminalen Buyer and Terminalen Seller undertake jointly and 
severally to indemnify the Terminalen Escrow Agent in connection with any loss, 
claim or liability arising in connection with the performance of its obligations 
under the Terminalen Escrow Agreement, except in relation to negligence or 
wilful misconduct by the Terminalen Escrow Agent. 
Borlange Escrow Agreement 
An agreement (the Borlange Escrow Agreement) between (1) Nordic Land Sweden (the 
Borlange Seller), (2) Steen & Ström Holding AB (the Borlange Buyer) and (3) 
Nordea Bank AB (the Borlange Escrow Agent), pursuant to which the Borlange Buyer 
agrees to pay an amount of SEK 2.5 million into an escrow account with the 
Borlange Escrow Agent pursuant to the terms of the share purchase agreement 
dated 13 September 2010 and entered into between the Borlange Buyer and the 
Borlange Seller (the Borlange SPA). 
Under the terms of the Borlange Escrow Agreement, the Borlange Escrow Agent must 
establish an interest bearing SEK bank account in the name of the Borlange 
Seller. The Borlange Seller grants the Borlange Buyer a first priority security 
interest and pledge over any amounts deposited in the escrow account from time 
to time (the Borlange Escrow Amount) as security against the performance by the 
Borlange Seller of its obligations under the Borlange SPA. The Borlange Seller 
also enters into a negative pledge in relation to the escrow account in relation 
to the grant of any security interests other than as set out above. 
Unless the parties jointly agree that it should be released earlier, the 
Borlange Escrow Amount will be released to the Borlange Seller on 14 February 
2012 (the Borlange Disbursement Date), less any amounts relating to claims 
notified to the Borlange Escrow Agent by the Borlange Buyer in writing prior to 
the Borlange Disbursement Date. 
The liability of the Borlange Escrow Agent is limited under the terms of the 
agreement, and the Borlange Buyer and Borlange Seller undertake jointly and 
severally to indemnify the Borlange Escrow Agent in connection with any loss, 
claim or liability arising in connection with the performance of its obligations 
under the Borlange Escrow Agreement, except in relation to negligence or wilful 
misconduct by the Borlange Escrow Agent. 
 
                                   APPENDIX 3 
 
                                  DEFINITIONS 
 
The following definitions apply throughout this document, unless otherwise 
stated or unless the context requires otherwise: 
 
+-----------------------+-----------------------------------------+ 
| Administrator         | means Ogier Fund Administration         | 
|                       | (Jersey) Limited, or any successor      | 
|                       | administrator of the Company;           | 
+-----------------------+-----------------------------------------+ 
| AIM                   | means the market of that name operated  | 
|                       | by London Stock Exchange;               | 
+-----------------------+-----------------------------------------+ 
| AIM Rules for         | means the amended rules of London Stock | 
| Companies             | Exchange for AIM companies governing    | 
|                       | admission to and operation of AIM;      | 
+-----------------------+-----------------------------------------+ 
| Articles              | means the articles of association of    | 
|                       | the Company from time to time;          | 
+-----------------------+-----------------------------------------+ 
| Bank Borrowings       | means the principal amount of the       | 
|                       | aggregate loan facilities provided by   | 
|                       | the Lender to the Group, being SEK 603  | 
|                       | million as at the date of this          | 
|                       | document;                               | 
+-----------------------+-----------------------------------------+ 
| Borlange              | means the property situated at          | 
|                       | Lackeraren 3 in Borlänge, Sweden;       | 
+-----------------------+-----------------------------------------+ 
| Borlange Escrow       | means the monies retained in an escrow  | 
| Amount                | retention account under the terms of    | 
|                       | the SPA governing the sale of the       | 
|                       | Borlange Property SPV;                  | 
+-----------------------+-----------------------------------------+ 
| Borlange Escrow       | means the 16 month period from the date | 
| Period                | of completion of the SPA governing the  | 
|                       | sale of the Borlange Property SPV;      | 
+-----------------------+-----------------------------------------+ 
| Business Day          | means a day, other than a Saturday or a | 
|                       | Sunday, which is a bank business day in | 
|                       | Jersey and the UK;                      | 
+-----------------------+-----------------------------------------+ 
| Company or Nordic     | means Nordic Land plc;                  | 
| Land                  |                                         | 
+-----------------------+-----------------------------------------+ 
| Completion            | means completion of the Disposal in     | 
|                       | accordance with the terms of the SPAs,  | 
|                       | following Shareholder approval;         | 
+-----------------------+-----------------------------------------+ 
| Current Exchange Rate | means the SEK:GBP exchange rate as at   | 
|                       | 16 September 2010 being 11.0:1;         | 
+-----------------------+-----------------------------------------+ 
| Directors or Board    | means the directors or the board of     | 
|                       | directors, as the case may be, of the   | 
|                       | Company from time to time;              | 
+-----------------------+-----------------------------------------+ 
| Disposal              | means the disposal of the Company's     | 
|                       | Property Portfolio in accordance with   | 
|                       | the terms of the SPAs;                  | 
+-----------------------+-----------------------------------------+ 
| DTZ                   | means DTZ Sweden AB;                    | 
+-----------------------+-----------------------------------------+ 
| Escrow Amounts        | means the Borlange Escrow Amount and    | 
|                       | the Terminalen Escrow Amount;           | 
+-----------------------+-----------------------------------------+ 
| Estimated Net Cash    | means the estimated net cash available  | 
| Resources             | to the Company following the proposed   | 
|                       | Disposal after repaying the Bank        | 
|                       | Borrowings, the Hedge Indemnity Cost    | 
|                       | and other repayment fees and costs and  | 
|                       | after deducting all costs associated    | 
|                       | with the Disposal and the estimated     | 
|                       | Winding Up Costs;                       | 
+-----------------------+-----------------------------------------+ 
| Final Distribution    | has the meaning ascribed to it in       | 
|                       | section 2 of the letter from the        | 
|                       | Chairman of Nordic Land contained in    | 
|                       | Part I of this document;                | 
+-----------------------+-----------------------------------------+ 
| Form of Proxy         | means the form of proxy accompanying    | 
|                       | this document for use at the General    | 
|                       | Meeting;                                | 
+-----------------------+-----------------------------------------+ 
| FSA                   | means the Financial Services Authority  | 
|                       | of the United Kingdom;                  | 
+-----------------------+-----------------------------------------+ 
| General Meeting       | means the general meeting of the        | 
|                       | Company to be held on 7 October 2010 at | 
|                       | 10.00 a.m. at Ogier House, The          | 
|                       | Esplanade, St Helier, Jersey JE4 9WG,   | 
|                       | or any adjournment thereof, notice of   | 
|                       | which is set out at the end of this     | 
|                       | document;                               | 
+-----------------------+-----------------------------------------+ 
| Group                 | means the Company and its subsidiaries  | 
|                       | and subsidiary undertakings from time   | 
|                       | to time;                                | 
+-----------------------+-----------------------------------------+ 
| Hedge Indemnity Cost  | has the meaning ascribed to it in       | 
|                       | section 6 of the letter from the        | 
|                       | Chairman of Nordic Land contained in    | 
|                       | Part I of this document;                | 
+-----------------------+-----------------------------------------+ 
| Initial Distribution  | has the meaning ascribed to it in       | 
|                       | section 2 of the letter from the        | 
|                       | Chairman of Nordic Land contained in    | 
|                       | Part I of this document;                | 
+-----------------------+-----------------------------------------+ 
| IFRS                  | means International Financial Reporting | 
|                       | Standards;                              | 
+-----------------------+-----------------------------------------+ 
| Lathe  or Manager     | means Lathe Investments (Nordic) LLP;   | 
+-----------------------+-----------------------------------------+ 
| Lender                | means Excalibur Funding no 1 Plc.       | 
+-----------------------+-----------------------------------------+ 
| London Stock Exchange | means London Stock Exchange plc;        | 
|                       |                                         | 
+-----------------------+-----------------------------------------+ 
| Management Agreement  | means the agreement between the Company | 
|                       | and the Manager dated 25 July 2007      | 
|                       | under which the Manager is appointed to | 
|                       | manage the Property Portfolio as        | 
|                       | amended by the New Lathe Agreement;     | 
+-----------------------+-----------------------------------------+ 
| March Exchange Rate   | means the SEK:GBP exchange rate as at   | 
|                       | 31 March 2010 being 10.92:1;            | 
+-----------------------+-----------------------------------------+ 
| NAV                   | means net asset value;                  | 
+-----------------------+-----------------------------------------+ 
| New Lathe Agreement   | has the meaning ascribed to it in       | 
|                       | section 4 of the letter from the        | 
|                       | Chairman of Nordic Land contained in    | 
|                       | Part I of this document;                | 
+-----------------------+-----------------------------------------+ 
| Notice                | means the notice of the General Meeting | 
|                       | set out at the end of this document;    | 
+-----------------------+-----------------------------------------+ 
| Nordic Land Sweden    | means Nordic Land AB, a company         | 
|                       | registered in Sweden which is a         | 
|                       | wholly-owned subsidiary of the Company; | 
+-----------------------+-----------------------------------------+ 
| Preliminary           | means the announcement made by the      | 
| Announcement          | Company on 17 September 2010 containing | 
|                       | the unaudited financial statements of   | 
|                       | the Group for the year ended 31 March   | 
|                       | 2010;                                   | 
+-----------------------+-----------------------------------------+ 
| Property Portfolio    | means the real property owned by the    | 
|                       | Group at the date hereof which          | 
|                       | comprises Borlange, Sickla and          | 
|                       | Terminalen;                             | 
+-----------------------+-----------------------------------------+ 
| Property SPVs         | means Nordic Land Borlänge AB, Nordic   | 
|                       | Land Sicklaön Holding AB and Nordic     | 
|                       | Land Terminalen AB Borlange, each a     | 
|                       | wholly owned subsidiary of Nordic Land  | 
|                       | Sweden, and which own Borlange, Sickla  | 
|                       | and Terminalen respectively and         | 
|                       | Property SPV means the relevant one of  | 
|                       | them;                                   | 
+-----------------------+-----------------------------------------+ 
| Purchasers            | means the respective purchasers of the  | 
|                       | Property SPVs, under the respective     | 
|                       | SPAs being Wihlborg Fastigheter AB for  | 
|                       | Terminalen, Steen & Strom AB for        | 
|                       | Borlange and Atrium Ljundberg for       | 
|                       | Sickla and Purchaser means the relevant | 
|                       | one of them;                            | 
+-----------------------+-----------------------------------------+ 
| Resolution            | means the resolution to be proposed to  | 
|                       | Shareholders at the General Meeting,    | 
|                       | the text of which is set out in the     | 
|                       | Notice;                                 | 
+-----------------------+-----------------------------------------+ 
| SEK                   | means Swedish Krone, the lawful         | 
|                       | currency of Sweden;                     | 
+-----------------------+-----------------------------------------+ 
| Shareholder           | means the Initial Distribution together | 
| Distribution          | with the Final Distribution;            | 
+-----------------------+-----------------------------------------+ 
| Shareholder or        | means a holder of Ordinary Shares from  | 
| Member                | time to time;                           | 
+-----------------------+-----------------------------------------+ 
| Shares or Ordinary    | means the ordinary shares of GBP 0.01   | 
| Shares                | each in the share capital of the        | 
|                       | Company;                                | 
+-----------------------+-----------------------------------------+ 
| Sickla                | means the properties situated at        | 
|                       | Sicklaön 117:1 and Sicklaön 117:2,      | 
|                       | Sicklaön, Sweden;                       | 
+-----------------------+-----------------------------------------+ 
| SPAs                  | means the conditional sale and purchase | 
|                       | agreements entered into between the     | 
|                       | Purchasers and Nordic Land Sweden       | 
|                       | pursuant to which the Purchasers have   | 
|                       | agreed to buy, and Nordic Land Sweden   | 
|                       | has agreed to sell, the Property SPVs   | 
|                       | and SPA means the relevant one of them; | 
+-----------------------+-----------------------------------------+ 
| SP Angel              | means SP Angel Corporate Finance LLP;   | 
+-----------------------+-----------------------------------------+ 
| Terminalen            | means the property situated at          | 
|                       | Terminalen 1, Helsingborg, Sweden;      | 
+-----------------------+-----------------------------------------+ 
| Terminalen Escrow     | means the monies retained in an escrow  | 
| Amount                | retention account under the terms of    | 
|                       | the SPA governing the sale of the       | 
|                       | Terminalen Property SPV;                | 
+-----------------------+-----------------------------------------+ 
| Terminalen Escrow     | means the 12 month period from the date | 
| Period                | of completion of the SPA governing the  | 
|                       | sale of the Terminalen Property SPV;    | 
+-----------------------+-----------------------------------------+ 
| UK or United          | means the United Kingdom of Great       | 
| Kingdom               | Britain and Northern Ireland;           | 
+-----------------------+-----------------------------------------+ 
| UK Listing Authority  | means the Financial Services Authority  | 
|                       | acting in its capacity as the competent | 
|                       | authority for the purpose of Part VI of | 
|                       | the Financial Services and Markets Act  | 
|                       | 2000, as amended from time to time;     | 
+-----------------------+-----------------------------------------+ 
| Volume Weighted       | means the volume weighted average price | 
| Average Price         | of the Company's Shares as published by | 
|                       | Bloomberg L.P.;                         | 
+-----------------------+-----------------------------------------+ 
| Website               | means www.nordicland.com or such other  | 
|                       | website as may be operated by the       | 
|                       | Company from time to time;              | 
+-----------------------+-----------------------------------------+ 
| Winding Up Costs      | means all costs expected to be incurred | 
|                       | in connection with the proposed winding | 
|                       | up of the Group and any residual costs  | 
|                       | of the Group's operations;              | 
+-----------------------+-----------------------------------------+ 
| GBP or GBP or pence   | means the lawful currency of the UK;    | 
|                       | and                                     | 
+-----------------------+-----------------------------------------+ 
| EUR or euro             | means the lawful currency of the        | 
|                       | European Union.                         | 
+-----------------------+-----------------------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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