OFFERING CIRCULAR 2002 PARKEN SPORT & ENTERTAINMENT A/S Offering Circular dated 16 April 2002 This Offering Circular has been translated into English from the Danish language. However, the original Danish text shall be the governing text for all purposes, and in case of any discrepancy the Danish wording shall be applicable. Offer of 600,000 new shares of DKK 20 nominal value each in PARKEN Sport & Entertainment A/S This Offering Circular has been prepared in connection with the offer (the “Offer”) of 600,000 new shares of DKK 20 nominal value each, total DKK 12,000,000 nominal value, in PARKEN Sport & Entertainment A/S (the “Company”). Carnegie Bank A/S (“Carnegie” or the “Manager”) has furthermore been granted an option (the “Option”) exercisable during a period of up to 30 days after the execution by the Manager and the Company of an underwriting agreement (the “Underwriting Agreement”) to procure the sale of up to 90,000 new shares solely to cover any overallotment of shares, which may increase the Offer to a total of 690,000 shares. It is expected that the Underwriting Agreement will be executed on 6 May 2002. LD Pensions has made a binding advance commitment to subscribe for 240,000 new shares. The new shares rank pari passu with the existing shares in PARKEN Sport & Entertainment A/S and are eligible for any divi- dends payable in respect of the financial year ending 30 June 2002, and all dividends declared and paid thereafter. The offer period commences on Monday, 29 April 2002 and closes on Monday, 6 May 2002, unless the Offer is closed earlier. However, the Offer will not be closed before 29 April 2002 at 4:00 p.m., Copenhagen time. The offer price will be determined based on the bookbuilding method on the basis of indications of interest received during the bookbuilding period. It is expect- ed that the offer price will be announced through the Copenhagen Stock Exchange on 7 May 2002, at the latest. It is expected that the new shares will be admitted for listing on the Copenhagen Stock Exchange and that dealings in the new shares will commence on 8 May 2002. In connection with the Offer, Carnegie Bank A/S may, during a period of 30 days from the execution of the Underwriting Agreement, effect transactions which stabilise or maintain the market price of the Company’s shares at a level which might not otherwise prevail. Such stabilisation, if commenced, may be discontinued at any time. Any profit or loss on such stabilisa- tion shall be for the account of the Manager. Potential investors are requested to examine all relevant risks and legal requirements, including any tax consequences and exchange control regulations that might be relevant to the acquisition of the shares. The relevant risks are described in “Risk factors” in this Offering Circular. It is expected that registration in the investor’s account with the Danish Securities Centre will take place not later than 13 May 2002. In addition, settlement may be handled through the Euroclear System and Cedel Bank S.A. The Offer is being made in compliance with Danish law. This Offering Circular has been prepared in compliance with the stan- dards and requirements of Danish law, including the rules issued by the Copenhagen Stock Exchange. Carnegie Bank A/S 1 This Offering Circular does not constitute an offer or an invitation from the Company or the Manager to purchase or subscribe shares in the Company. In certain jurisdictions outside Denmark, the distribution of this document or the offer or sale of the shares may be restricted by law. The Company and the Manager request that persons in possession of this document obtain information as to any such restrictions and ensure that such restrictions are observed. The offer shares have not been and will not in connection with the Offer be registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions, the shares may not be offered or sold within the United States or to, for the account of or in favour of U.S. persons except in pursuance of an exemption from or in a transaction not subject to the registration requirements pursuant to the Securities Act. Accordingly, the shares are solely offered and sold pursuant to offers and sales taking place outside the United States in reliance on Regulation S to persons who are not U.S. persons, and this Offering Circular may not be delivered in the United States or to any U.S. person. This document may not be delivered or passed on to any persons in the United Kingdom, unless such persons are of a cate- gory described in section 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997, as amended, whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. The shares may solely be sold to and the Offering Circular may solely be passed on or delivered to such persons. No person has been authorised to give any information or to make any representation in connection with the Offer, other than as contained in this document. If given or made, such information or representation must not be relied upon as having been authorised by the Company, the Company’s Directors or the Manager. Neither the delivery of this Offering Circular nor any sale of the shares offered hereby shall create any implication that the information contained in this Offering Circular is correct as of any time subsequent to the date of this document, or that no changes have occurred in the Company after the date hereof. Any major change compared with the contents of this Offering Circular will be published as a supplement pursuant to legisla- tion in force. Summary of the Offer Offer price Indicative timetable The offer price will be determined based on the bookbuilding Offer period 29 April – 6 May 2002 method on the basis of indications of interest received during Final offer price 7 May 2002 the bookbuilding period. It is expected that the offer price will be First trading day 8 May 2002 announced on 7 May 2002, at the latest. Payment date 13 May 2002 Expected publication of financial information PARKEN Sport & Entertainment A/S expects to publish information in respect of the financial year ending 30 June 2002 as follows: Profit announcement for the full year 30 September 2002 Annual report for 2001/02 31 October 2002 Annual general meeting 28 November 2002 PARKEN Sport & Entertainment does not currently issue quarterly financial statements as the Directors do not believe that issuing quarterly reports would increase the disclosure level at present. 2 CONTENTS Responsibility statements . 4 Definitions . 6 Summary . 7 Reasons for the capital increase and use of proceeds . 11 The acquisition of the Office Towers . 13 PARKEN Sport & Entertainment A/S . 14 Financial performance and other financial information . 24 Prospects . 27 Supervisory Board and Executive Board . 27 Risk factors . 29 Share capital and ownership . 31 General information on the Company . 32 Rights attaching to the shares . 34 Description of the Offer . 35 Interim report for the six months ended 31 December 2001 . 39 Consolidated financial statements . 43 Articles of Association . 60 Advisers . 64 3 RESPONSIBILITY STATEMENTS The Company’s statement We hereby declare that, to the best of our knowledge and belief, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information, and that all relevant information contained in the minutes of the Supervisory Board, audit book comments and any other internal documents is contained herein. Copenhagen, 16 April 2002 PARKEN Sport & Entertainment A/S Supervisory Board Peter Norvig Flemming Østergaard Michael Kjær (Chairman) Niels-Christian Holmstrøm Aldo Petersen Benny Olsen Harald Nielsen Executive Board Flemming Østergaard Niels-Christian Holmstrøm 4 Auditors’ statement Financial statements Danstrup & Wyrwik, State Authorised Public Accountants, represented by Jens Danstrup Larsen and Lisbeth Wyrwik, and KPMG C. Jespersen, State Authorised Public Accountants, represented by Bjarne Fabienke, have audited the financial state- ments for the years ended 30 June 1999 and 2000 presented by the Directors. DL Revisionsfirma, State Authorised Public Accountants, represented by Jens Danstrup Larsen, and KPMG C. Jespersen, State Authorised Public Accountants, represent- ed by Bjarne Fabienke, have audited the financial statements for the year ended 30 June 2001 as presented by the Directors. The financial statements were provided with unqualified audit reports without any emphasis of matter. Offering Circular Basis of opinion We have reviewed the financial information set out in this Offering Circular, including the financial highlights, key ratios, etc. and have ensured that such information is in accordance with the audited financial statements, and is correctly extracted and reproduced. In accordance with usual practice our review did not include the Directors’ assessments of the prospects of the Company and therefore we do not report thereon. Furthermore, in accordance with usual practice, we have not audited the Company’s inter- im financial statements, and, accordingly, we do not report hereon. Opinion We hereby confirm, in accordance with the Copenhagen Stock Exchange Rules, that the Offering Circular includes all signifi- cant matters relating to the Company of which we are aware and which may, in our opinion, affect the assessment of the assets and liabilities, the financial position and the results of the Company and the Group.