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Offering circular Atlantic Container Line AB Offering of up to 5,000,000 shares of a nominal value of SEK 50 each Offer price: SEK 77 per share Application for listing of the Company' s shares on the Oslo Stock Exchange Managed by ~~ Fearnley Fonds A/5 as Lead Managers NOKA seeurities AS • Dated 29 August, 1994 TABLE OF CONTENTS Definitions ................................................................................................................. 2 Declarations of responsibility ................................................................................... 3 Summary .................................................................................................................... 5 Terms of the offering ................................................................................................. 8 U se of proceeds ....................................................................................................... 11 Description of ACL ................................................................................................. 12 Business and market description ............................................................................. 17 Financial information ..............................................................................................25 Risk factors ........................................................................................... ....... ............ 33 Relations to Bilspedition .........................................................................................35 Share capitaland shareholder information .............................................................. 37 Appendices: l. Glossary ofbusinesslerms .............................................................................. 43 2. Description of the vessels ................................................................................ 45 3. Legal opinion from Managers' legal counsel... ................................................ 46 4. Accounts and notes .......................................................................................... 48 5. Swedish accounting practice ........................................................................... 71 6. Articles of Association .................................................................................... 76 7. Taxatian ............................................................. ................... ........................... 78 8. Registrar agreement ......................................................................................... 81 1 Atlantic Container Line AB DEFINIT/ONS The Company ... .............. Atlantic Container Line AB, a Swedish limited company ACL ................................ The Company and its subsidiaries Shares ............................. Ordinary sh are s of SEK 50 each in the capita! of the Company Offering .......................... The offering of up to 5,000,000 new Shares as described in this Offering Circular VPS ................................. The Norwegian Reg.stry of seeurities (Verdipapir­ sentralen), a certificateless, computerised seeurities registration system VPC ................................ The Swedish Registry of Securities (Värdepappers• centralen AB), a certificateless, computerised seeurities eegistration system DnB ................................ Den norske Bank AS, which acts as the Company' s account operator in VPS CGM ............................... Compagnie Generale Maritime S.A., a French company invalved inter alia in shipowning Cunard ............................ Cunard Stearn-Ship Company PLC, a British company invalved inter alia in shipowning $ ...... , .............................. United States Dollars SEK ................................ Swedish Kronor SMB ................................ The Small and Medium size Business list of the Oslo Stock Exchange Manager.. ........................ Fearnley Fonds NS Atlantic Container Line AB 2 DECLARATIONS OF RESPONS/8/L/TY This offering circular· has been prepared for the purpose of the Offering described herein to provide prospective investors with adequate information about Atlantic Container Line AB, its assets and liabilities, its financial position, profits and prospects and of rights relating to its shares. THE BOARD OF DIRECTORS OF ATLANTIC CONTAINER LINE AB The Directors of Atlantic Container Line AB confinn that to the best of their knowledge, the information contained in this document reflects the facts, and is free of omissions of such a nature that they may change the contents of the document. Gothenburg, 29 August 1994 Olav K. Rakkenes, chairman Bernhard Ryding Håkan Larsson Thomas Sjöström THE MANAGER OF THE OFFERING Feamley Fonds NS acts as manager of the Offering. In this capacity, Feamley Fonds NS has assisted Atlantic Container Line AB with the preparation of this document, based upon audited financial information and discussions with the directors and management of Atlantic Container Line AB. Oslo, 29 August 1994 Feamley Fonds NS THE AUDITORS OF ATLANTIC CONTAINER LINE AB Accounts and notes The annual report for Atlantic Container Line AB for the financial year 1993 was audited by us. The Auditors' Report was unqualified. The annual report is correctly reproduced tagether with our Auditor's Report in appendix 4. The consolidated profit and loss statements and consolidated balance sheets for 1992, 1991, and 1990, which are extracted from the annual reports, are also correctly reproduced in appendix 4. However, the board of directors' report and the nates (not included for 1990-1992), which are integrated parts of the respective years' annual reports, may contain essential supplementary information needed to correctly interpret the financial statements. Recalculated financial information The summary consolidated profit and loss statements and Consolidated balance sheets on pages 6, 7, 25, and 26 in this Offering Circular are recalculated with \ respect to chan ed accountin olicies campared to the audited Annual Repoi'fs an reviewed Interim Accounts from which the information is based. We have audited the recalculations. Based on our audit steps carried out we confmn, that the summary consolidated profit and loss statements and Consolidated balance sheets are correctly recalculated to reflect the accounting policies described in appendix 5. 3 Atlantic Container Line AB Interim accounts We have reviewed the Consolidated balance sheet of Atlantic Container Line AB at 30 June 1994, and the related consolidated profit and loss statement for the period then ended, in accordance with International Auditing Guidelines applicable to reviews. A review is limited primarily to inquiries of company personneJ and analytical review proccdures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, notbing has come to our attention that eauses us to believe that the summarized interim accounts reproduced on pages 6, 7, 25, and 26 in this Offerlog Circular do not give a true and fair view in accordance with Swedish Generally Accepted Accounting standards together with the accounting polides described in appendix 5. Offering Circular We have examined this Offering Circular. The examination has been carried out in accordance with Swedish Auditing Guidelines applicable to examinations of issue prospectuses. In compliance with these, prospects included in the Offering Circular have only been examined to a limited extent. We have no objections to the report given on the Group's and Parent Company's development and general standing. Gothenburg, 29 August 1994 Caisa Drefeldt Gunnar Hjalmarsson Authorized Public Accountant Authorized Public Accountant Atlantic Container Line AB 4 SUMMAR Y DESCRIPTION OF ACL ACL provides liner services in the Atlantic basin under the brand name Atlantic Container Line, serving ports in the Northwest Europe and the North American East Coast. Five modern liner vessels are employed in ACL's service, of which three vessels are owned and two vessels are long-term chartered with purchase options. All five vessels are purpose-1:-uilt for ACL's trading pattern and cargo composition, and carry a combination of containers, rolling cargo, and cars. The vessels have a unique design with high cargo flexibility and many facilities for easy cargo handling. The five-vessel fleet allows ACL to provide a weekly, fixed­ day liner service to all its ports. ACL provides its clients with intermodal transpartatian which includes land transport by road and rail in addition to sea. The land transpartatian is generally purchased as an externa! service in an open and competitive market. The Atlantic Container Line was started as a consortium in 1967. The Bilspedition group gained 100% interest in the liner service in 1990 and reorganised the former consortium as a subsidiary. TERMS OF THE OFFERING Share capita! Prior to closing of the Offering, the issued share capital in the Company is 1,000,000 Shares of SEK 50 each. In the Offering, there will be issued up to 5,000,000 Shares. In addition, up to 500,000 Shares may be subsenbed by the Managers at the offer price in order to satisfy additional demand. The Shares will be registered in VPS. Prior to the Offering, all issued Shares are owned by Rederiaktiebolaget Transatlantic, a subsidiary of Bilspedition AB. Upon completion of the Offering, the present shareholder will own approximately 17% of the then issued Shares. The Offering