Prospectus Registration Document 16012014
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Prospectus Orkla ASSA Registration Document Oslo, 16 Januaryr 2014 Joint Lead Managers: Orkla ASA, Prospectus of 16 January 2014 Registration Document Important information The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their websites (www.dnb.no and www.seb.no). The Joint Lead managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by the Norwegian FSA (“Finanstilsynet”) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. The Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. Financial supervision and approval relating solely to the Company has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any kind of control or approval of corporate matters described in or otherwise covered by the Registration Document. The Registration Document together with a Securities Note constitutes the Prospectus. 2 of 41 Orkla ASA, Prospectus of 16 January 2014 Registration Document TABLE OF CONTENTS: 1 Risk factors ........................................................................................................................ 4 2 Definitions .......................................................................................................................... 6 3 Persons responsible ............................................................................................................. 7 4 Statutory Auditors ............................................................................................................... 8 5 Information about the Issuer ................................................................................................. 9 6 Business overview ............................................................................................................. 10 7 Trend information .............................................................................................................. 22 8 Administrative, management and supervisory bodies .............................................................. 23 9 Major shareholders ............................................................................................................ 30 10 Financial information concerning the Issuer's assets and liabilities, financial position and profits and losses ................................................................................................................................. 31 11 Third party information and statement by experts and declarations of any interest .................... 33 12 Documents on display ...................................................................................................... 34 Cross Reference List ............................................................................................................. 35 Joint Lead Managers’ disclaimer ............................................................................................. 36 Articles of Association, Orkla ASA ........................................................................................... 37 3 of 41 Orkla ASA, Prospectus of 16 January 2014 Registration Document 1 Risk factors Investing in bonds issued by Orkla ASA involves inherent risks. As the Company is the parent company of the Group and a holding company, the risk factors for Orkla ASA and the Group are deemed to be equivalent for the purpose of this Registration Document. Prospective investors should consider, among other things, the risk factors set out in the Prospectus before making an investment decision. If any of the following risks actually occur, the Company’s business, financial position and operating results could be materially and adversely affected. The factors described below are risks of which the Company is aware and represent the principal risks inherent in investing in bonds issued by the Company. Occurrence of the risk factors described below may cause inability of Orkla ASA to pay interest, principal or other amounts on or in connection with the bonds. There is an inherent risk related to the lack of optimisation of the Group’s portfolio of businesses. This include risk related to the implementation of Orkla’s strategy, including disposals, acquisitions, restructurings and realisation of synergies in order to achieve improved profitability. Specifically, such risks apply to the joint venture between Sapa and Norsk Hydro for their Profiles, Extrusions and Building System businesses. Generally, risk is primarily related to the successful execution of complex transactions related to acquisitions and disposals, as well as to demanding financial planning. Failure to successfully complete acquisitions, disposals and restructurings necessary to implement Orkla’s strategy could reduce the group’s future profitability and growth. Orkla operates internationally and is exposed to financial risks like currency risk, interest rate risk, commodity price risk, liquidity risk and credit risk. Orkla uses derivatives and other financial instruments to reduce these risks in accordance with the Group’s financial policy. Financial risks within each business area This section describes the most important risk factors within each business area of the Group and the management of these. In this context, financial risk is defined as risk related to financial instruments. These may either be hedging instruments for underlying risk, or viewed as a source of risk themselves. Market risk not hedged with financial instruments is also discussed in this section. Branded Consumer Goods Entities within this area are primarily located in the Nordic countries, Russia and India. Production and sales mainly take place in local markets. A significant part of the input factors are imported, as well as some finished goods. The two primary sources of financial risk within this business area are price risk on agricultural products and ingredients in food production, as well as currency risk on imported goods. Price risk on raw materials is normally dealt with in commercial contracts. Each company hedges the currency risk arising from contracts with currency forward contracts against its own functional currency. Over time, the Branded Consumer Goods business needs to succeed with its innovations, product launches and efficiency improvement programmes if it is to be able to maintain its current level of profitability. Gränges AB (formerly Sapa Heat Transfer) Gränges has substantial export out of Sweden and China, and is therefore exposed to currency risk. This risk is being hedged according to policy. Currency exposure related to firm commitments is hedged, usually for periods of up to 15 months. For Gränges, the prices of both products and metal purchases are affected by fluctuations in the market price of aluminum. Gränges seeks to reduce this risk primarily by linking prices from metal suppliers to prices towards customers. Additionally, aluminum futures contracts are entered into, within defined limits, to mitigate price risk related to orders and the value of unsold metal in stock. Gränges normally has a certain stock level for which prices to customers have not been fixed. When the LME (London Metal Exchange) price is increasing, this will have a positive