Northern Logistic Property: Approval of Merger Plan between Northern Logistic Property ASA and Tribona AB (publ)

Mittwoch, 23. Januar 2013 17:08

Oslo,January 23, 2013


Northern Logistic Property ASA ("NLP") announces that on January 23, 2013 the board of directors of NLP and its wholly owned subsidiary Tribona AB (publ) ("Tribona") approved a merger plan which, subject to approval by an Extraordinary General Meeting in NLP, facilitate a transfer of the listing of NLP's shares from the Oslo Stock Exchange ("OSE") to NASDAQ OMX Stockholm. Tribona has started the application process for a listing on NASDAQ OMX Stockholm, under the assumed merger plan. Upon listing in Stockholm the company will use the name Tribona AB (publ). The intention is to create a new brand and logo, and to create a new, clearer vision and a clearer customer undertaking in connection with a transfer to the NASDAQ OMX Stockholm

The merger plan is subject to approval by an Extraordinary General Meeting in NLP, which will be held on, or about, February 26, 2013. The notice of the Extraordinary General Meeting in NLP will be distributed according to the prevailing articles of association.


BACKGROUND AND MOTIVE

NLP is a pure real estate company, specialising in logistics properties. Due to the fact that NLP's business activity, customer base and assets mainly are located in Sweden, NLP moved its headquarters to Sweden in 2010. As of 4Q 2011 NLP reports and publish its financial results in the Swedish currency and uses the Swedish language for financial reporting.

With the ambition to unlock shareholder value and further development of the company, NLP's board of directors gave the management a mandate to evaluate a potential listing of NLP's shares on NASDAQ OMX Stockholm and simultaneous delisting from OSE. The consideration was communicated in a press release on August 13, 2012. On 22 January 2013 NLP communicated that securing full refinancing and that all outstanding loans will be amortized in advance of maturity. The Company has agreed to build a new loan portfolio of binding, bilateral loans amounting to MSEK 4.087 with a maturity period of three to five years from Swedbank AB, Aareal Bank AG, Landesbank Hessen-Thüringen (Helaba) and Sparbanken Öresund AB.

"A listing in Stockholm will include NLP in a bigger context of listed companies operating on a larger real estate market and stock market, giving us access to a broader investor universe. This will likely increase the interest in the company, not only from an investor's perspective, but also from a commercial point of view", commented Peter Strand, CEO, Northern Logistic Property.


The Swedish listed real estate sector comprises 15 companies with a total market capitalization currently exceeding SEK 111 bn.


METHOD

The merger shall be carried out in accordance with applicable rules concerning cross-border mergers in the Swedish Companies Act and the Norwegian Public Limited Companies Act.

Following and subject to completion of the merger the listed entity will be a Swedish public limited company named Tribona AB (publ). This company is a shelf company acquired for the sole purpose of assuming NLP.

The merger will be completed upon registration by the Swedish Companies Registration Office ("Bolagsverket"), which is assumed to take place on, or about, May 14, 2013 (the "Effective Date"). The Norwegian Register of Business Enterprises ("Foretaksregisteret") shall register the merger upon receiving notification from Bolagsverket.

The trading day immediately prior to the Effective Date is assumed to be the last day of trading on the OSE. The first day of trading on NASDAQ OMX Stockholm is assumed to be on, or about, May 21, 2013.


LEGAL CONSEQUENCES

The main consequence of the merger is that NLP will become a Swedish company listed on NASDAQ OMX Stockholm, instead of a Norwegian company listed on the OSE.

Subsequent to the merger, the board of directors and management of Tribona will be identical to the current board of directors and management of NLP. Subsequent to the merger, the assets in Tribona will be equal to the assets in NLP prior to the merger.

Tribona will be described in more detail in a listing prospectus to be approved by the Financial Supervisory Authority of Sweden. The listing prospectus will be published before the first day of listing on NASDAQ OMX Stockholm.

The merger will be implemented with accounting and tax continuity, and will have no significant effects on NLP's tax situation.

The merger will have some effect on taxation of dividends. Shareholders resident in Norway for tax purposes that hold less than 10 percent of the shares in NLP or have owned shares in NLP for less than a year, will be charged 15 percent withholding tax on dividends pursuant to Swedish law.

However, private shareholders (excluding shareholders holding their shares through a legal entity) resident in Norway for tax purposes must generally pay a dividend tax of 28 percent in Norway, from which the Swedish withholding tax may be deducted. Thus, Norwegian private shareholders' tax charge for dividends will not increase following the merger.

For legal entities tax-resident in Norway, dividends are only taxed at an effective rate of 0.84 percent in Norway. The Swedish withholding tax may not be deducted from this tax. The tax charge on dividends will thus increase by 15 percentage points for legal entities tax-resident in Norway.


Please note that this description of tax effects is of a general nature and shareholders who wish to clarify their personal tax situation should consult with, and rely upon their own tax advisors.


CONDITIONS

Pursuant to the merger plan, completion of the merger is subject to inter alia approval of the merger by the Extraordinary General Meeting in NLP, approval of Tribona's listing application by NASDAQ OMX Stockholm on terms acceptable to the board of directors in both NLP and Tribona and that no events having occurred, or being discovered, that according the board of either company significantly changes the terms and conditions for the merger.


CONSIDERATION AND VALUATION

The merger consideration to the shareholders of NLP will consist solely of shares in Tribona. The exchange ratio will be one share in Tribona in exchange for one share in NLP. No cash payments will be made.

Eligible for consideration, under the preceding paragraph, are all shareholders holding shares in NLP on the last day of trading on the OSE, as evidenced in the Company's shareholder register in the VPS (Verdipapirsentralen) T+3 trading days thereafter.

The Tribona shares received by shareholders as consideration shall entitle to dividends from, and including, the first record day for payment of dividends that falls after the Effective Date.

A more detailed description of the procedure that shareholders of NLP have to follow in order to receive consideration shares will be published in good time before the Effective Date.

The Company has retained Pangea Property Partners AS as its financial advisor and Advokatfirmaet Schjødt AS and Fredersen Advokatbyrå AB as legal advisors. H+K Strategies Sweden AB has assisted the company with advice on the Investor Relations and Financial Communications.


For further information please contact:

Peter Strand

CEO

Northern Logistic Property ASA

Tel                 +46 705 88 1661

Email             peter.strand@nlpfastigheter.se


Tommy Åstrand

CFO

Northern Logistic Property ASA

Tel:                +46 705 45 5997

Email             tommy.astrand@nlpfastigheter.se


This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.


About NLP

Northern Logistic Property ASA (NLP) is a Nordic real estate company, specialising in logistics properties. The portfolio consists of 20 modern and advanced logistic properties located close to large, strategic logistics flows, with a total lettable area of 734 000 square meters.


NLP is the only listed company of its sort in the Nordic countries.

www.nlpfastigheter.se




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Source: Northern Logistic Property ASA via Thomson Reuters ONE

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