This Prospectus Is Published in Relation to Skeljungur Hf.'S
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This Prospectus is published in relation to Skeljungur hf.’s application for all issued shares in the Company to be admitted to trading on the Nasdaq Iceland regulated market as well as in relation to a public offering of 23.5 – 31.5% of issued shares in the Company. Subscriptions will be received from 12:00 GMT 28 November until 16:00 GMT 30 November 2016. Subscriptions shall be registered electronically on a special subscription form via the website of the Manager of the Offering, www.arionbanki.is. There are two subscription options, Order Book A and Order Book B. Order Book A will be for subscriptions with a value ranging from ISK 100,000 to ISK 10,000,000 purchase value at a price per Share ranging from ISK 6.1 – 6.9. All shares sold in Order Book A will be allocated at the same price which will be within the above price range. Order Book B is for subscriptions exceeding ISK 10,000,000 purchase price at a minimum price per Share of ISK 6.1. where the size of each subscription is only limited by the total supply in this Order Book. All Shares sold in Order Book B will be allocated at the same price which will be higher or equal to the aforementioned minimum price. The results of the Offering are expected to be published on 1 December 2016 and that Nasdaq Iceland will subsequently notify whether the Company’s listing application will be approved. Information on allocation and payment instructions is expected to be available on 2 December and will be sent to individual investors the same day, however this could be at an earlier or later date. The due date and final due date of subscriptions is expected to be 7 December and Shares will be delivered upon full payment on the next business day thereafter. Nasdaq Iceland will publicly announce the first day of trading the Shares, which pursuant to the above information is expected to be 9 December 2016 the earliest. Investments in equities involve inherent risks. The value of Shares in Skeljungur can increase as well as decrease which could lead to investors loosing part or all of their investment. Investors are urged to study all of the information contained in this Prospectus in order to adequately assess the risks involved and the suitability of the Shares as an investment option for themselves. Skeljungur’s application for all issued Shares to be admitted to trading on the regulated market, as well as the public offering of Shares in the Company are subject to the provisions of the Securities Transactions Act No. 108/2007 and derived secondary legislation. The level of disclosure in this Prospectus is in compliance with Annexes I, III and XXII to EC Commission Regulation EC/809/2004 that implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 003 and amendments thereto as well as the Nasdaq Iceland Issuer rules. This Prospectus has been prepared solely in the English language, and consists of three separate documents; a Summary, a Securities Note and a Share Registration Document. The Prospectus has been scrutinised and approved by the Financial Supervisory Authority-Iceland. The distribution of this Prospectus and the Offering and subscription of the Shares in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase any of the Shares in any jurisdiction in which that would be considered unlawful. Accordingly, neither this Prospectus nor any advertisement or any other Offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. _________________________________________________ The date of this Prospectus is 14 November 2016 Listing Advisor Manager of the Offering This page has intentionally been left blank Summary 14 November 2016 This page has intentionally been left blank The Summary is made up of five sections marked A-E. The order of the sections is mandatory and each section consists of elements numbered from A.1-E.7. The Summary is compiled in accordance with Annex XXII to EC Commission Regulation EC/809/2004 that implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (“The Prospectus Directive”) and amendments thereto, including the 2010 PD Amending Directive regarding information contained in prospectuses. The level of disclosure in the Summary follows the requirements set out in Annexes I and III of the aforementioned directive. The order of the elements in the tables may be non-sequential in cases where certain elements are not required according to Annexes I and III. Even if the Summary should contain a certain element it is still possible that the element does not apply in the case of this particular Issuer or the securities being offered for sale and/or admitted to trading. In such a case a short description of the element is still included along with a comment stating „not applicable”. A. Introduction and warnings Element Description Disclosure A.1 Warning This Summary should be read as an introduction to Skeljungur hf.’s („Skeljungur“, „the Issuer“, „the Company“) Prospectus dated 14 November 2016 („the Prospectus“). Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under national legislation of the Member States, have to bear the cost of translating the Prospectus before the legal proceedings are initiated; and Civil liability attaches only to those persons who have tabled the Summary including any translation therof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Agreed use of the This Prospectus was compiled in relation to an offering Prospectus of Shares in Skeljungur to investors and the admittance of all Shares in Skeljungur to trading on the regulated market of the Nasdaq Iceland. The Prospectus was compiled so as to inform investors of the Company‘s operations and financials. The Prospectus may not be used for any other purpose than that described above. page | 2 B. Issuer Element Description Disclosure B.1 Legal and commercial The Issuer’s name is Skeljungur hf. The Issuer’s name of the Issuer commercial name is Skeljungur. B.2 Domicile and legal form The Issuer’s domicile is at Borgartún 26, 105 Reykjavík, of the Issuer Iceland. Skeljungur is a public limited liability company, incorporated according to Act No. 2/1995 respecting Public Limited Companies. B.3 Operations Skeljungur is an Icelandic oil company whose main purpose is the import, storage, distribution and sale of oil and oil related products, as well as retailing other products both in wholsale and retail. Also lending, operation of real estate, ships, depos and terminals as well as participation in other operations as resolved by the Board of Directors. Skeljungur’s operations are in two geographic markets; Iceland and the Faroe Islands. Skeljungur is the parent company of four subsidiaries, most important of which is P/F Magn, based in the Faroe Islands. In addition, Skeljungur owns Tollvörugeymsla Skeljungs ehf., Bensínorkan ehf. and Íslenska Vetnisfélagið ehf. The latter two of which have limited operations. Skeljungur’s purpose is to satisfy the energy needs of individuals and companies in an efficient and safe manner in harmony with the environment. Skeljungur’s main objective is to maximise customers’ value and convenience with satisfied employees, where safety and progress is pivotal. B.4a A description of the most Not applicable significant recent trends affecting the Issuer and the industries in which it operates B.5 Description of the Group Skeljungur’s group consists of Skeljungur (as the parent company), P/F Magn based in the Faroe Islands, and Bensínorkan ehf., Tollvörugeymsla Skeljungs ehf. and Íslenska Vetnisfélagið ehf., all based in Iceland. Skeljungur has four associated companies: Vegsauki ehf. (50%), Fjölver ehf. (33.3%), EAK (33.3%) and EBK (25%). B.6 Largest shareholders At the date of this Prospectus Skeljungur has two shareholders: SF IV slhf. (“SF IV”) and SF IV GP ehf. (“SF IV GP”). SF IV holds all Shares but one. To the best of the Issuer’s knowledge the above listed are the rightful owners of the Company. The Issuer is not aware that it is, whether directly or indirectly, under the control or influence of a party or parties other than those listed above. The Shares are all in one class and carry equal voting rights at shareholders’ meetings. page | 3 Shareholder Nominal value Shareholdings SF IV slhf. 2,099,582,120 99.99%% SF IV GP ehf. 1 0.01%% Total 2,099,582,120 100% SF IV is a holding company in the ownership of 32 shareholders (“the Beneficial Owners”) of the Shares in Skeljungur. Prior to the public offering (“the Offering”) of the Shares, SF IV will decrease its share capital by handing down to the Beneficial Owners, in proportion to their holdings, the 1,606,180,322 Shares that SF IV has not committed to selling in the Offering. Therefore, at the time of the Offering, the Beneficial Owners will be direct holders of Shares in Skeljungur alongside SF IV. The 20 largest shareholders in SF IV at the date of this Prospectus are as follows: Shareholder Shareholdings SÍA II hf.