SÍF Hf. Prospectus November/December 2004 Share Offering M 230 Million
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SÍF hf. Prospectus November/December 2004 Share offering m 230 million THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK Table of Contents I Statements and Notice............................................................................................................2 Issuer’s Statement 2 Manager’s Statement 2 Auditors’ Statement 2 Notice to Investors 3 Glossary of Terms and Abbreviations 4 II Offering and Listing of Shares ................................................................................................5 III Share Capital and Ownership.................................................................................................9 Total Share Capital 9 Issue and Share Rights 10 Ownership 11 IV History of SIF Group .............................................................................................................13 V Acquisitions and Divestments...............................................................................................15 Acquisition of Labeyrie Group 15 Historical Investments and Divestments 22 Future Investments and Divestments 23 VI The New SIF Group..............................................................................................................26 Legal and Organisational Structure 26 Board of Directors and Employees 28 Brands and Products 31 Sales by Product group 32 New Product Development 34 Production Facilities 34 Geographical Breakdown 35 Suppliers and Purchasing 36 Operations in Iceland 36 Operations in France 37 Operations in the UK 44 Operations in Spain 46 VII Risk Factors..........................................................................................................................49 VIII Financial Highlights...............................................................................................................52 APPENDICES Articles of Association SÍF hf. - Interim Financial Statements 30 September 2004 SÍF hf. - Financial Statements 2003 Íslensk þýðing tilkynningar til fjárfesta og almennra upplýsinga um útboð og skráningu Undertaking to Subscribe and Proxy - Form 1 I STATEMENTS AND NOTICE Issuer’s Statement The Board of Directors of SÍF hf., ID-No. 580293-2989, Fornubudir 5, Hafnarfjördur, hereby states that to the best of its knowledge the information contained in this Prospectus is in full accordance with the facts and that no vital information is omitted that could affect the valuation of the Company and its Shares. Reykjavík, 15 November 2004 On behalf of the Board of Directors of SÍF hf. Ólafur Ólafsson, Chairman of the Board Jakob Óskar Sigurdsson, Chief Executive Officer ID-No. 230157-5619 ID-No. 280364-2589 Manager’s Statement Kaupthing Bank hf. – Investment Banking, ID-No. 560882-0419, Borgartún 19, Reykjavík warrants that this Prospectus has been prepared using information which in the opinion of the Manager was necessary in order to give a true view of SÍF hf. and the Company’s Shares and warrants that no facts have been omitted which could affect the evaluation of the issuer and the Shares filed for listing. The Notice to Investors, details the sources of information used in this prospectus. Reykjavík, 15 November 2004 On behalf of Kaupthing Bank hf. – Investment Banking Örvar Kærnested, Executive Director, Investment Banking Division ID–No. 130776-4429 Auditors’ Statement Deloitte hf. ID-No. 521098-2449, Stórhöfdi 23, Reykjavík, has examined and signed without reservation the Annual Accounts of SÍF hf. and the Consolidated Annual Accounts of SÍF hf. for the years 2001, 2002 and 2003. We confirm that the accounts are in accordance with law and generally accepted accounting standards and give a true and fair view of the Company’s operations and financial position. We have also reviewed the Consolidated Accounts of SÍF hf. at 30 September 2003 for the first nine months of 2003 and the Consolidated Accounts of SÍF hf. at 30 September 2004 for the first nine months of 2004. Our review revealed nothing which gives reason to change the interim accounts. We confirm that the information in this Prospectus is consistent with the accounts that we have audited or reviewed. Reykjavík, 15 November 2004 On behalf of Deloitte hf. Halldór Arason, Certified Public Accountant ID-No. 151057-5949 2 Notice to Investors ( íslensk þýðing kafla er í viðauka ) This Prospectus concerns the Offering of new share capital in SÍF hf. and listing on Iceland Stock Exchange. The intention is to raise € 230 million through the issue of new Shares with a maximum nominal value of ISK 5,400,000,000. The new Shares will be listed on the Main List of the Iceland Stock Exchange, where SÍF hf.’s shares are already listed. Kaupthing Bank hf. – Investment Banking is the manager of the Share Offering and listing. The Offering is made in connection with the Company’s acquisition of Financière de Kiel SAS and Teamcap SAS. Teamcap SAS’s sole purpose is to hold shares in Financière de Kiel SAS and throughout this Prospectus Teamcap SAS is treated as if it were shares in Financière de Kiel SAS and not an independent company. Financière de Kiel SAS is the parent company of Labeyrie SAS, Blini SAS and Farne Salmon and Trout Limited and their subsidiaries, that together form what is called the Labeyrie Group throughout this Prospectus. Kaupthing Bank hf. – Investment Banking is the manager of the Share Offering and listing. The acquisition by SÍF hf. of Financière de Kiel SAS is conditional on the approval of the French Competition Authorities and subject to completion of the financing before 17 December 2004. The issue of Shares pursuant to this Offering is therefore conditional on the approval of the French Competition Authorities before 17 December 2004. There is no guarantee that the French Competition Authorities will approve the acquisition. SÍF hf. can at its sole discretion decide to submit undertakings or commitments in order to obtain approval for the acquisition should the French Competition Authorities ask SÍF hf. to do so. The proceeds of this Offering will be kept by Kaupthing Bank hf. in an escrow account until the earlier of the ruling of the Competition Authorities or at the latest 17 December 2004. Should the French Competition Authorities approve the acquisition within this period, the proceeds of the Offering will be paid according to this prospectus to SÍF hf., which in turn will issue the Shares to the investor. Should the French Competition Authorities not approve the acquisition within this period, the proceeds will be returned with interest to investors. References to “the issuer” in this Prospectus shall be construed as referring to SÍF hf., ID-No. 580293-2989. References to “SÍF hf.”, “SIF Group”, “the Group” and “the Company” in this prospectus shall be construed as referring to SÍF hf. and its subsidiaries and associated undertakings and their business at times after the acquisition of Financière de Kiel SAS. Subsequently in the prospectus the reader must conclude from the context whether SIF Group includes Labeyrie Group or not. References to “Labeyrie Group” in this Prospectus shall be construed as referring to Financière de Kiel SAS and its subsidiaries and associated undertakings and their business, unless otherwise clear from the context. References to “the manager” in this Prospectus shall be construed as referring to Kaupthing Bank hf. – Investment Banking, ID-No. 560882-0419, unless otherwise clear from the context. References to “Kaupthing Bank” and “the bank” in this prospectus shall be construed as referring to Kaupthing Bank hf., ID-No. 560882-0419, unless otherwise clear from the context. References to “Iceland Stock Exchange” and “ICEX” in this Prospectus shall be construed as referring to Kauphöll Íslands hf., ID-No. 681298-2829, unless otherwise clear from the context. The Offering and listing of new Shares of SÍF hf. will proceed pursuant to Icelandic law and regulations. This Prospectus is prepared pursuant to current legislation and government and the Iceland Stock Exchange’s regulations applying to the listing of Shares on the Exchange. This Prospectus is prepared in English. The Iceland Stock Exchange has reviewed the document and approved the publication of the Prospectus in English, with an appendix containing a translation into Icelandic of the “I Notice to Investors” and “II Offering and Listing of Shares”. In the event of an inconsistency between the translation in the Appendix and the English text of the Prospectus, then the English text shall prevail. This Prospectus has been prepared to provide clear and thorough information on the consolidated Company SÍF hf. as well as Shares issued by the Company. Investors are advised to consider statements from the issuer, the manager and the auditors regarding the Prospectus. Investors are encouraged to acquaint themselves thoroughly with the Prospectus as well as its Appendices. Investors are advised to pay particular attention to the chapter on Risk Factors. Information provided in the Prospectus is based on premises that are current at the date of publication of the Prospectus. These premises may change from the date the Prospectus is published until the Shares are listed. The Issuer will notify ICEX and publish an annex to the Prospectus should new information of relevance emerge for the evaluation of SÍF hf. or the Company’s Shares during this period. Investors are therefore advised to study all public information from SÍF hf. during this period and to not rely exclusively on information in the Prospectus. The sources of information used in this Prospectus include