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Official Offer Document Takeover Bid to Shareholders of Mosaic Fashions

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Official Offer Document Takeover Bid to Shareholders of Mosaic Fashions Official Offer Document Takeover bid to shareholders of Mosaic Fashions hf. I INTRODUCTION On 22 June 2007 an agreement was reached between F-Capital ehf., Kaupthing Bank hf., Gnupur fjarfestingafelag hf., Kevin Stanford, Karen Millen, The trustees of The Millen Life Interest Settlement, Don M Limited, Donald McCarthy, Tessera Holding ehf. and certain members of Mosaic Fashions hf.'s management team whose names are set out in Chapter III of this official offer document (hereinafter collectively referred to as the “Consortium”) concerning the control and operation of Mosaic Fashions hf. The Consortium collectively owns 64.4% of the issued share capital of Mosaic Fashions hf. and controls 64.4% of the voting rights. Pursuant to Article 37 of Act No. 33/2003 on Securities Transactions (hereinafter referred to as the “Act”) the agreement reached by the Consortium has resulted in the obligation on the part of the Consortium to make a mandatory takeover bid to the shareholders of Mosaic Fashions hf. (other than the members of the Consortium) to purchase the shares in Mosaic Fashions hf. held by such shareholders. Under the provisions of Chapters VI and VII of the Act the Consortium is therefore hereby making a mandatory takeover offer to Mosaic Fashions hf.'s shareholders (other than the members of the Consortium) of ISK 17.5 for each Mosaic Fashions hf. share subject to the terms and conditions set forth in this official offer document. II THE TARGET COMPANY The target company is Mosaic Fashions hf., Id. No. 550405-0320, Sudurlandsbraut 4, 108 Reykjavik, (hereinafter referred to as “Mosaic Fashions”). Mosaic Fashions is the parent company of eight design led fashion brands; Coast, Karen Millen, Oasis, Odille, Principles, Shoe Studio, Warehouse and Whistles. It operates 1,891 stores and concessions, mainly in the UK and Ireland, but also in the rest of Europe and the USA. It has 183 franchise stores in 31 countries worldwide, and 52 department store concessions in China through a joint venture. The group employs over 13,000 employees. Mosaic Fashions' strategy is to develop strongly differentiated and independent brands leveraging shared skills and infrastructure in areas such as distribution, property, IT 1 systems and accounting. The individual brands are managed as distinct businesses, each with its own team supporting product development, merchandising and retail operations. Mosaic Fashions' shares are listed on the OMX Nordic Exchange, with the ticker MOSAIC. The shares are dematerialised and are electronically registered in the book entry system of the Icelandic Securities Depository. The shares have the ISIN number IS0000010817. III THE OFFEROR AND THE CONSORTIUM Certain members of the Consortium have incorporated a company that is making the takeover bid to all shareholders of Mosaic Fashions, other than those included in the Consortium. The offeror is Tessera Holding ehf., a company incorporated in Iceland, Id. No. 410607- 1310, whose registered office is at Borgartun 19, 105 Reykjavik (“Tessera Holding”). Tessera Holding is jointly owned by F-Capital ehf, Kaupthing Bank hf. and Gnupur fjarfestingafelag hf. Further information about the ultimate ownership of Mosaic Fashions shares acquired pursuant to the offer and the intended future legal structure of the Mosaic Fashions group is set out in Chapter XIII of this offer document. Further details of the Consortium and their respective shareholdings in Mosaic Fashions as at the date of this document are as follows: F-Capital ehf., Id. No. 660307-1920, Tungata 6, 101 Reykjavik, is a wholly owned subsidiary of Baugur Group hf., Id. No. 480798-2289, whose registered office is at Tungata 6, 101 Reykjavik. Baugur Group hf. is an international investment company with a focus on investments in retail, real estate and media in Iceland, the UK and Scandinavia. The companies in which Baugur Group hf., directly or indirectly, is a core investor employ approximately 75,000 people in more than 3,800 stores. The turnover of companies in which Baugur Group hf. is a major shareholder totalled approximately £9.8 billion in 2006. F-Capital ehf. owns 37.34% of the existing issued share capital of Mosaic Fashions. Kaupthing Bank hf., Id. No. 560882-0419, whose registered office is at Borgartun 19, 105 Reykjavik, is a northern European bank offering integrated financial services to companies, institutional investors and individuals. These services include corporate banking, investment banking, capital markets services, asset management and wealth management for private banking clients. The bank operates in ten countries, including all the Nordic countries, Luxembourg, Switzerland, the UK and the USA. In addition the bank operates a retail franchise in Iceland, where it is headquartered. Gnupur fjarfestingafelag hf., Id. No. 580706-1260, whose registered office is at Laugavegur 182, 105 Reykjavik, is a privately held investment company focusing on listed and unlisted equities in Northern Europe. The company is headquartered in Reykjavik, Iceland, with over EUR 800m in assets. Gnupur fjarfestingafelag hf. owns 0.69% of the existing issued share capital of Mosaic Fashions. Don M Limited, registered number 6257949, whose registered office is at 20-22 Bedford Row, London WC1R 4JS, United Kingdom, is a privately held company fully owned by Don McCarthy Id. No. 190655-2619. Donald McCarthy is the Executive Chairman of House of Fraser as well as a non-executive director of Moss Bros Group plc. He also holds other non-executive roles. Don was previously the Chief Executive Officer of Rubicon Retail Limited. He established The Shoe Studio Group in 1991 and in 2005 led the acquisition of the Principles and Warehouse businesses by The Shoe Studio Group which was subsequently renamed Rubicon Retail Limited. He, along with other shareholders in the company, sold Rubicon Retail Limited to Mosaic 2 Fashions in 2006. Donald McCarthy owns 0.04% of the existing issued share capital of Mosaic Fashions. Kevin Stanford, United Kingdom, is currently a Board member of a number of retail companies including All Saints Retail Limited, Ghost Holdings Limited and Highland Group Holdings Limited, the holding company of House of Fraser. Along with Karen Millen, he founded Karen Millen Limited in 1981. The business was then sold to Mosaic Fashions in 2004. Kevin does not currently own any of the existing issued share capital of Mosaic Fashions. Karen Millen, Id. No. 290961-2389, United Kingdom, and The Millen Life Interest Settlement. Karen Millen was the joint founder of Karen Millen Limited in 1981, along with Kevin Stanford. The business was then sold to Mosaic Fashions in 2004. The Millen Life Interest Settlement is a family Trust settled by Karen Millen on 28 November 1994, of which Karen Millen and her family are beneficiaries. Karen Millen and The Millen Life Interest Settlement own 4.01% in aggregate of the existing issued share capital of Mosaic Fashions. Derek John Lovelock, Id. No. 010150-5269, United Kingdom, owns 6.58% of the existing issued share capital of Mosaic Fashions. Derek is the Chief Executive Officer of Mosaic Fashions. Margaret Eve Lustman, Id. No. 060862-2659, United Kingdom, owns 1.10% of the existing issued share capital of Mosaic Fashions. Margaret is the Strategy and Development Director of Mosaic Fashions. Richard Spencer Glanville, Id. No. 020855-2669, United Kingdom, owns 3.35% of the existing issued share capital of Mosaic Fashions. Richard is the Chief Financial Officer of Mosaic Fashions. John Egan, United Kingdom, is the Chief Operating Officer for The Shoe Studio. He does not currently own any of the existing issued share capital of Mosaic Fashions. Sharon O'Connor, Id. No. 030466-2339, United Kingdom, owns 1.10% of the existing issued share capital of Mosaic Fashions. Sharon is the Managing Director of Oasis. Hannah Russell, Id. No. 290472-2539, United Kingdom, owns 0.88% of the existing issued share capital of Mosaic Fashions. Hannah is the Group Marketing Director of Mosaic Fashions. The members of Mosaic Fashions' management team who are part of the Consortium have committed to sell to Tessera Holding 25% of their holding in respect of Derek Lovelock, Richard Glanville and Margaret Lustman, 75% of her holding in respect of Sharon O'Connor and 94% of her holding in respect of Hannah Russell ("Management" and the transfers being made by them being the "Management Transfers"). The remaining shares held by Management will be retained by them. No other members of Mosaic Fashions' management team form a part of the Consortium and their shares are therefore subject to this offer. After the bid closes and following the Management Transfers, Tessera Holding will transfer the shares in Mosaic Fashions acquired by it during the course of the bid and pursuant to the Management Transfers to the members of the Consortium (other than Management). Assuming that the Consortium holds 100% of the issued share capital of Mosaic Fashions following the expiry of the bid, and the exercise of the warrants referred to in Chapter XIII, the ultimate ownership of the shares in Mosaic Fashions will be as follows: 3 Holder Approx. % of total share capital of Mosaic Fashions F-Capital ehf. 49.00% Kaupthing Bank hf. 20.00% Gnupur fjarfestingafelag hf. 11.19% Kevin Stanford 3.25% Karen Millen and The Millen Life Interest 6.75% Settlement Don M Limited 2.14% Management 7.68% If, following the expiry of the bid, the Consortium holds in aggregate less than 100% of the share capital of Mosaic Fashions, members of the Consortium (other than Management) will, in any event, acquire the shares acquired by Tessera Holding pursuant to the offer on a pro rata basis, based on the ownership structure outlined above but with Management's number of shares unaffected. Tessera Holding and the Consortium are neither acting in concert with any other shareholders of Mosaic Fashions, nor have they entered into any agreements or other arrangements with other shareholders of Mosaic Fashions, in relation to the takeover bid.
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