RNS No 0262e
ORIFLAME INTERNATIONAL S.A.
6 September 1999
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SINGAPORE
PART 1
ORIFLAME INTERNATIONAL S.A.
Restructuring involving
Recommended Cash Offer for Oriflame International S.A.
and
Unaudited Interim Results to 30 June 1999
Following its announcement on 14 June 1999, the Board of
Oriflame International S.A., the direct selling cosmetics
company, proposes the following Restructuring of the
Company to Shareholders;
- Cash buy-back Offer of 265p per Share by Oriflame
Trading, a wholly-owned subsidiary of Oriflame
- The af Jochnick family interests will accept the Offer
in respect of at least 32% of the Existing issued share
capital, being more than half of their existing holdings
- Industri Kapital will purchase from Oriflame Trading
at the cash Offer price of 265p up to 25% of the Existing
issued share capital
- Cancellation of Oriflame's Listing on the London Stock
Exchange
The effect of the Restructuring will be that the Group
will effectively have bought back 49,737,463 shares,
representing approximately half of the Existing issued
share capital. After the Restructuring, the af Jochnick
family interests and Industrial Kapital will hold an
equal amount of the share capital and will share joint
control of the Company.
The Offer
The Offer, which will be subject to the conditions set
out in Part III and the conditions and further terms to
be set out in the Offer Document, will be made on the
following basis:
For each Oriflame Share 265p in cash
The Offer represents a premium of 27.7 per cent. over the
closing middle market price of 207.5p per Oriflame Share
on 11 June 1999 (being the last dealing day prior the
date on which Oriflame announced that it was in early
discussion with debt and equity financiers).
The Offer also represents a premium of 45.7 per cent.
over the average closing middle market price of 181.87p
per Oriflame Share in the three months preceding 11 June
1999 and 1.9 per cent. over the closing middle market
price on 3 September, 1999.
The Offer values Oriflame's Existing issued share capital
at approximately #262.98 million.
Recommendation
Oriflame Shareholders are strongly recommended to
consider carefully the information on the risk factors
and uncertainties set out in Part II of this
announcement.
In the light of the aforementioned risk factors and
uncertainties and having been so advised by WestLB
Panmure, Mr Torbjorn Ek considers the terms of the
proposed Offer to to be fair and reasonable and therefore
recommends that Shareholders accept that Offer. In
addition, Mr Ek believes that the Restructuring is in the
best interests of the Company and Oriflame Shareholders
as a whole, and recommends that Shareholders vote in
favour of the Resolutions to be proposed at the First and
Second EGM. In providing advice to Mr Ek, WestLB Panmure
has taken into account his commercial assessment.
Background to the Offer
In 1997 Oriflame merged with its associated business
ORESA. Since then the combined Group has been committed
to developing direct sales businesses in emerging
markets.
During 1998, the emerging markets around the world
suffered a significant crisis in terms of investor
confidence, macro economic stability and currency
devaluation. Although Oriflame's Group sales did not
decline significantly between 1997 and 1998, margins came
under pressure and operating profit before exceptional
items declined from #43 million in 1997 to #30 million in
1998. These factors have been reflected in the Oriflame
Share price which has fallen from a high of 512.5p on 27
May 1998 to a low of 110p on 7 October 1998 resulting in
a reduction in the trading liquidity in Oriflame Shares.
Without the Restructuring the Board believes that the
Oriflame Share price would be lower than its current
level.
Industri Kapital
As part of the Restructuring, investors in the Industri
Kapital 1997 fund will purchase from Oriflame Trading up
to 24,750,000 Oriflame Shares. The purchase of Oriflame
Shares by Industri Kapital will be at the same price as
the purchase of Oriflame Shares by Oriflame Trading
pursuant to the Offer.
Industri Kapital is a leading European private equity
fund with assets under management in excess of one
billion Euro. The investors are well known Nordic,
European and North-American institutional investors.
Announcement of unaudited interim results
The interim statement of the unaudited results for
Oriflame for the six months ended 30 June 1999 shows
turnover of #105.4 million (1998 #118.3 million) and a
profit before tax of #13.9 million (1998 #13.6 million).
The Board of Oriflame has deferred its decision with
regard to the payment of any interim dividend in respect
of the current year, which would normally be paid in
September, pending the outcome of the Restructuring and
the Offer. Should the Restructuring not be completed by
31 December 1999, the Board will consider, in light of
the circumstances at that time, whether or not it would
be appropriate to pay an interim dividend.
Commenting on the Restructuring and Offer, Robert and
Jonas af Jochnick, Joint Chairmen of Oriflame said,
"With the likely instability of our markets from time to
time, the Board of Oriflame believes the current negative
stock market sentiment towards Oriflame will prevail for
some time. In these circumstances the Listing represents
a financial, managerial and regulatory burden on the
Company which outweighs the benefits for Oriflame
Shareholders.
The Restructuring has been proposed in this manner to
permit Oriflame to remain as the holding company of the
Group with a view to maximising the sense of continuity
in, and minimising the disruption to, its business. At
the same time, the Offer provides Oriflame Shareholders
with an opportunity to realise their investment in
Oriflame."
Enquiries:
Robert af Jochnick, Chairman & Chief Executive
Kevin Kenny, Managing Director
Oriflame International SA
Tel: 00 32 2 357 55 00
Harald Mix, Deputy Chief Executive
Industri Kapital Limited
Tel: 00 46 8 678 9500
Mark Cunningham
WestLB Panmure Limited
Tel: 020 7638 4010
Nicola Marsden
Financial Dynamics
Tel: 020 7831 3113
This summary should be read in conjunction with the full
text of the following announcement.
The Offer will not be made, directly or indirectly, in or
into, or by the use of the mails, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or
foreign commerce, or any facility of a national
securities exchange, of the United States, Canada,
Australia, Japan or Singapore. Persons wishing to accept
the Offer should not use such mails or any such means,
instrumentality or facility for any purpose, directly or
indirectly, related to the Offer since doing so may
render invalid any purported acceptance of the Offer. The
availability of the Offer to persons not resident in the
UK may be affected by the laws of the relevant
jurisdictions. Overseas Oriflame Shareholders should
inform themselves about and observe any applicable legal
or regulatory requirements.
WestLB Panmure is acting for Oriflame, acting through
the Independent Director, and no-one else and will not be
responsible to anyone other than Oriflame, acting through
the Independent Director, for providing the protections
afforded to customers of WestLB Panmure nor for providing
advice in relation to the Restructuring or the other
matters described in this announcement. WestLB Panmure is
not acting for Oriflame Trading.
The Offer will not be made, directly or indirectly, in or
into, or by the use of the mails, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or
foreign commerce, or any facility of a national
securities exchange, of the United States, Canada,
Australia, Japan or Singapore. Persons wishing to accept
the Offer should not use such mails or any such means,
instrumentality or facility for any purpose, directly or
indirectly, related to the Offer since doing so may
render invalid any purported acceptance of the Offer. The
availability of the Offer to persons not resident in the
UK may be affected by the laws of the relevant
jurisdictions. Overseas Oriflame Shareholders should
inform themselves about and observe any applicable legal
or regulatory requirements.
WestLB Panmure is acting for Oriflame, acting through
the Independent Director, and no-one else and will not be
responsible to anyone other than Oriflame, acting through
the Independent Director, for providing the protections
afforded to customers of WestLB Panmure nor for providing
advice in relation to the Restructuring or the other
matters described in this announcement. WestLB Panmure is
not acting for Oriflame Trading.
ORIFLAME INTERNATIONAL S.A.
RESTRUCTURING INVOLVING
RECOMMENDED CASH OFFER OF 265p PER ORIFLAME SHARE
by
ORIFLAME TRADING LIMITED
PURCHASE OF OWN SHARE CAPITAL
INVESTMENT BY INDUSTRI KAPITAL 1997
CANCELLATION OF ORIFLAME LISTING
and
UNAUDITED INTERIM RESULTS OF ORIFLAME TO 30 JUNE 1999
1.Introduction
On 14 June 1999 the Board of Oriflame International SA
announced that it was in early discussions with debt and
equity financiers which might or might not lead to a
reorganisation of the Company which would involve a buy-
back of Shares in the Company and the ultimate
cancellation of the Company's Listing.
The Board announced today that the following proposals
for the Restructuring will be placed before Oriflame
Shareholders:
a) the Offer by Oriflame Trading of 265p per
Ordinary Share for all of the issued and to be
issued share capital of Oriflame (other than the
Treasury Shares), which will be subject to the
conditions set out in Part III of this announcement
and to the conditions and further terms to be set
out in the Offer Document;
b) the cancellation of Oriflame's Listing on the
London Stock Exchange;
c) the sale by Oriflame Trading of up to
24,750,000 Oriflame Shares to Industri Kapital 1997
at the same price as those shares are to be acquired
by Oriflame Trading under the Offer; and
d) the reduction of the share capital of the
Company through the buy-back from Oriflame Trading
and cancellation of 31,000,000 Oriflame Shares,
representing approximately 31.2 per cent. of the
Existing issued share capital of Oriflame.
The Offer values Oriflame's Existing Issued share capital
at approximately #262.98 million.
The effect of the proposed Restructuring will be that the
Group will have bought back 49,737,463 Shares,
representing approximately half of its Existing issued
share capital. The balance of the share capital will be
held in equal proportions by the Family Shareholders and
Industri Kapital 1997. To the extent that any existing
Shareholders do not accept the Offer, they will remain
as minority shareholders in the Company.
Robert and Jonas af Jochnick and other family members and
the trustee of Progress Settlement Trust have accepted
the Offer in respect of such aggregate number of Oriflame
Shares as will ensure that, after completion of the
Restructuring, the Family Interests and those of Industri
Kapital 1997 will be equal. The minimum amount of
Oriflame Shares on behalf of which the Family
Shareholders will be accepting the Offer will be no less
than 32,000,000 Shares, which represents approximately 56
per cent. of the Family Shareholders' holdings. The
precise number of such Shares is dependent on the number
of Shares in respect of which acceptances are received
from Oriflame Shareholders other than the holders of the
Family Interests.
As the Oriflame Shares which will be held by Oriflame
Trading after the Restructuring is completed will be non-
voting, this means that, if the Restructuring is
completed, the holders of the Family Interests and
Industri Kapital 1997 will control not less than 80 per
cent. of the voting share capital of the Company. It is
also the af Jochnick's intention to remain in the
management of the Company. Kevin Kenny and Sven Mattsson
will also continue in their current management roles in
the business but will not be on the Board.
Svante Pahlson-Moller has an interest in 3,223,100
Oriflame Shares representing approximately 3.25 per cent.
of the Existing issued share capital of Oriflame. He has
irrevocably undertaken to the Company and Oriflame
Trading to accept the Offer in relation to 2,618,000
Oriflame Shares and will be retaining his remaining
Shares. He will resign from the Board prior to or upon
completion of the Restructuring.
In view of the fact that Mr Ek does not hold any Shares
in the Company, that he will not have an ongoing role
with the Company in any capacity and that he has no
relationship with Oriflame Trading, he has, as
Independent Director, taken responsibility for
considering the Restructuring. Mr Ek will remain on the
Board until the completion of the Restructuring.
The holders of the Family Interests, Kevin Kenny, Sven
Mattsson and Svante Pahlson-Moller have undertaken to
vote in favour of the Resolutions to be proposed at the
First and Second EGMs to approve the Restructuring, such
holdings amount to approximately 61.59% of the Existing
issued share capital.
2.Terms of the Offer
The Offer will be subject, inter alia, to the conditions
set out in Part III of this announcement and is being
made on the following basis:
for each Oriflame Share 265p in cash
The Offer is to be conditional, inter alia, upon the
passing by Oriflame Shareholders of the Resolutions to be
set out in the notice of the First EGM. The Offer is also
conditional upon Minority Shareholders accepting the
Offer in respect of such number of Oriflame Shares as
shall ensure that not more than 10 per cent. of the
Existing issued share capital shall be held by Minority
Shareholders after the Offer is completed, or such
greater percentage as Oriflame Trading may, with the
consent of the Banks and Industri Kapital 1997 determine.
The Restructuring is also conditional on Financing.
The Company has today entered into the Financing
Agreements pursuant to which the Financing is
conditionally agreed to be made available to the Group so
as to permit it to complete the Restructuring and to
refinance the Group's existing indebtedness. Unlike
transactions which are subject to the UK Takeover Code,
where there is a requirement for certainty of funds at
the launch of a takeover offer, the financing for the
Offer is subject to a number of conditions. These
conditions include the absence of any material breach of
the representations and warranties as to the business and
operations of the Group given in favour of the Banks
under the Financing Agreements. The Financing is also
conditional on the effective granting of the security in
favour of the Banks which is agreed to be provided in the
Financing Agreements. After the Offer has gone
unconditional in all respects, the Financing will
continue to be conditional upon cancellation of the
Listing and the passing of the Resolutions to be set out
in the notice of the Second EGM. As of the date of this
announcement, the Company does not know of any facts or
circumstances that may reasonably be expected to result
in the Financing not being available to the Group.
Oriflame Shareholders should note that acceptances of the
Offer will be irrevocable. Shareholders should also note
that, unless otherwise announced prior to 5 October 1999,
the Offer will cease to be capable of acceptance after
10.00am on 5 October 1999. If the Offer has been extended
for (an) additional period(s) and has become or been
declared unconditional as to acceptances on or before the
expiry of such additional period(s), the Offer will not
be capable of acceptance after the expiry of such
additional period(s), even if, at that time, the Offer
has not become or been declared unconditional in all
respects.
The Board of Oriflame has deferred its decision with
regard to the payment of any interim dividend in respect
of the current year, pending the outcome of the
Restructuring and the Offer. Should the Restructuring not
be completed by 30 December 1999, the Board will consider
in light of the circumstances at that time, whether or
not it would be appropriate to pay an interim
dividend.Shareholders who have not accepted the Offer on
or before the time the Offer ceases to be open for
acceptance will remain as Shareholders in Oriflame and
Oriflame Trading will not after that time be obliged to
acquired any Shares from non-accepting Shareholders.
3.Background to and reasons for the Restructuring
Oriflame was founded by Robert and Jonas af Jochnick in
1967 and has been listed on the London Stock Exchange
since 1982. Oriflame's business has through the years
been primarily focused on building and operating direct
sales companies throughout most regions of the world and
today its products are sold in 52 countries. Through its
direct sales organisations and its licensees, Oriflame
has marketed its own brand of Oriflame skin care and
cosmetic products.
In 1990, Oriflame Shareholders were given the opportunity
to invest in a new company, Oriflame Eastern Europe S.A.
("ORESA''), which was created to explore the markets in
Eastern Europe. Oriflame took an approximate 25 per cent.
shareholding in ORESA and received a royalty of 5 per
cent. on sales made by ORESA. Considerable success was
achieved in developing these markets and in November
1997, ORESA was merged with Oriflame.
Since the merger, a significant proportion of the sales
of the Oriflame Group has derived from emerging markets
including Central and Eastern Europe, the Former Soviet
Union, Turkey, India, Sri Lanka, Malaysia, Indonesia and
Latin America. These markets represented some #162.1m of
total group sales of #233.1m for the year ended 31
December 1998.
During 1998, the emerging markets around the world
suffered a significant crisis in terms of investor
confidence, macro economic stability and currency
devaluation, especially in Russia, where a major
financial crisis in August 1998 led to significant
political and economic turmoil. As a result of this
crisis, the attitude towards investment in companies with
an exposure to such markets became less enthusiastic.
Although the Oriflame Group's sales did not decline
significantly between 1997 and 1998 (reducing by only 6
per cent. in 1998), margins came under pressure as a
result of a need to maintain sales in the regions
described above. Largely as a consequence of this,
operating profit before exceptional items declined from
#43m in 1997 to #30m in 1998. These factors have been
reflected in Oriflame's share price, which fell from a
high of 512.5p on 27 May 1998 to a low of 110p on 7
October 1998, and also resulted in a reduction in the
liquidity in Oriflame Shares. Although Oriflame's share
price has risen over the last few months, the level of
trading in Oriflame Shares has continued to be relatively
low. Without the Restructuring, the Board believes that
the share price would be lower than its current level.
The Board expects Oriflame's business to continue to
develop positively over the years to come but remains
aware that instability may occur in some of the markets
from time to time, not only now but also in the future.
The Board believes that this will continue to depress the
share price and the lack of liquidity will continue to
restrict the ability for Oriflame Shareholders to trade
satisfactorily in Oriflame Shares. Whilst markets are by
their nature uncertain, the Board believes that the
current negative stock market sentiment towards Oriflame
will prevail for some time and that market valuations for
companies, like Oriflame, having exposure to emerging
markets, are likely to be disappointing in the
foreseeable future.
In these circumstances, the Listing represents a
financial, managerial and regulatory burden on the
Company which the Board considers outweighs the benefits
for Oriflame Shareholders. The Board therefore believes
that it is in the best interests of Oriflame Shareholders
as a whole for the Listing to be cancelled and for those
Oriflame Shareholders who wish to exit from the Company
to be given the opportunity to do so. The Restructuring
which is being proposed provides Oriflame Shareholders
with this opportunity.
4. Investment by Industri Kapital 1997
Industri Kapital is a leading European private equity
fund with assets under management in excess of one
billion Euro. The investors are well known Nordic,
European and North- American institutional investors.
Industri Kapital 1997 acts as general partner or agent
for these investors.
As part of the Restructuring, investors in the Industri
Kapital 1997 fund will purchase from Oriflame Trading up
to 24,750,000 Oriflame Shares. The purchase of Oriflame
Shares by Industri Kapital 1997 will be at the same price
as the purchase of Oriflame Shares by Oriflame Trading
pursuant to the Offer.
Following completion of the Restructuring it is intended
that the holders of the Family Interests on the one hand
and Industri Kapital 1997 on the other hand will hold
equal numbers of Oriflame Shares, the remainder of the
voting share capital being owned by the Minority
Shareholders. Industri Kapital 1997 and the holders of
Family Interests have entered into a Shareholders
Agreement which governs their relationship in respect of
Oriflame and which will become effective upon completion
of the Offer.
Industri Kapital Limited has advised the Oriflame Group
on the Restructuring and will be paid an arrangement fee.
The Board believes that Industri Kapital 1997's role in
the Restructuring provides the best opportunity for those
Oriflame Shareholders who wish to exit from the Company
to realise value from their holdings.
5. Proposed board and voting structure following
implementation of the Restructuring:
The Board will comprise up to eight members. Holders of
the Family Interests will be entitled to nominate two
members; these will initially be Robert af Jochnick (who
will continue as Chief Executive ) and Jonas af Jochnick.
Industri Kapital 1997 will be entitled to nominate two
members; these will be Harald Mix and Christian Salamon.
Additionally two members of the Board will be independent
directors jointly nominated by the holders of the Family
Interests and Industri Kapital 1997. In addition the
Warrantholders shall be entitled to nominate a
representative who shall have observer status at Board
Meetings. The Warrantholders shall also have the further
right to require the election of its representative to
the Board as an additional Director.
6. Increase in borrowings
If the Restructuring is completed, based on the unaudited
interim balance sheet of Oriflame on 30 June 1999, the
aggregate consolidated borrowings of Oriflame would be
approximately #170m.
7. Purchase of own shares
The First EGM will authorise the implementation of the
Restructuring proposals. As part of the Restructuring and
following the sale of Oriflame Shares to Industri Kapital
1997, the Company will reduce its share capital by
purchasing from Oriflame Trading 31,000,000 Oriflame
Shares and cancelling them. This reduction of capital
must be approved by Oriflame Shareholders and
authorisation is contained in Resolution number 2 to be
proposed at the Second EGM. It is currently intended that
the remaining Oriflame Shares totalling approximately
18,700,000 held by Oriflame Trading may be purchased by
the Company and cancelled in due course. Appropriate
authority would be sought at the relevant time from
Oriflame Shareholders for any such subsequent purchases.
The holders of the Family Interests and Industri Kapital
1997 will be entitled to vote at these meetings.
8.Information on Oriflame Trading
Oriflame Trading is a private company limited by shares
which was incorporated in the Republic of Ireland on 18
September 1991. It is a wholly-owned indirect subsidiary
of Oriflame. It is a trading company and purchases retail
cosmetic products from third party manufacturers and
Oriflame Group manufacturing companies and on-sells such
products to Oriflame Group sales and marketing companies.
9.Cancellation of Listing
The Board of Oriflame will apply for cancellation of the
Listing of the Oriflame Shares to take effect on the
business day following the date on which the Offer is
declared wholly unconditional. Assuming that the Offer is
declared unconditional in all respects on 18 October 1999
this date will be 19 October 1999.
10.Costs, arrangement fee and inducement fee
On completion of the Restructuring all costs amounting to
approximately #7m incurred by Industri Kapital Limited
and the Oriflame Group in connection with the
Restructuring will be borne by the Oriflame Group. This
amount includes an arrangement fee of #1.25 million
payable by the Oriflame Group to Industri Kapital
Limited. If the Restructuring is not for whatever reason
completed, other than because the Family Shareholders or
the Company engage in a transaction with a competing
investor before 1 November 1999, all advisory costs of
Industri Kapital Limited and the Oriflame Group incurred
in connection with the Restructuring will be borne in
equal amounts by the Oriflame Group and Industri Kapital
Limited. In all cases however, Messrs af Jochnick and
Progress Settlement Trust shall bear their
own costs. If the Restructuring is not completed and
Oriflame engages in a transaction with a competing
investor before 1 November 1999 (whether or not such
transaction is announced), then Oriflame will pay
Industri Kapital Limited the total costs of its advisors
together with a break fee of one per cent. of the
Enterprise Value of the Oriflame Group.
11.Risk factors and uncertainties for Minority
Shareholders
If the Restructuring is approved and the Offer becomes or
is declared unconditional in all respects, Oriflame
Shareholders who do not wish to accept the Offer and who
thus remain Minority Shareholders should be aware of the
following risks and uncertainties :
- The risk profile of the Oriflame Group has changed in
recent years by the repositioning of the business from
mature markets to emerging markets and into regions of
the world which are inherently unstable both politically
and economically. In these circumstances, it is difficult
to predict the future financial performance of the
Oriflame Group.
- The Listing of Oriflame Shares will be cancelled; as a
result, Oriflame will not be listed, quoted or traded on
any stock exchange, nor is it the current intention of
Oriflame to provide any trading facility for Oriflame
Shares. Accordingly, the liquidity and marketability of
Oriflame Shares will be very restricted; there can be no
guarantee that any listing of the Shares will be sought
at the time of any exit by Industri Kapital 1997 or the
holders of the Family Interests from their investment in
the Company.
- Under Luxembourg Law there is no compulsory
acquisition procedure for Minority Shareholders who do
not accept the Offer. Oriflame Shareholders who do not
accept the Offer will not therefore be afforded the
shareholder protection rights available to minority
shareholders in relation to offers made in accordance
with UK company law. This means that there will be no
guaranteed exit mechanism for Minority Shareholders who
may wish to sell their Oriflame Shares after the Offer
has become wholly unconditional.
- The Family Shareholders and Industri Kapital have
agreed that there should be no exit for at least three
years. There can be no guarantee that an exit will be
available to any holder of Oriflame Shares at that time
or at any time thereafter.
- Oriflame will no longer be subject to the disclosure
requirements of the London Stock Exchange and,
accordingly, publicly available information to Minority
Shareholders will be limited. Minority Shareholders
choosing not to accept the Offer will no longer receive
the protections afforded by the London Stock Exchange
Listing Rules relating to the equality of treatment for
shareholders. Luxembourg law provisions, however,
regarding the equal treatment of shareholders will
continue to apply.
- As a result of borrowings incurred by Oriflame Trading
and Oriflame to effect the Offer and the buy-back and
cancellation of Oriflame Shares, The Oriflame Group will
be highly leveraged. The aggregate consolidated
borrowings of Oriflame based on the adjusted balance
sheet at 30 June 1999, would be approximately #170m.
- Although all Oriflame Shares will continue to rank
pari passu, Oriflame will be jointly controlled by
Industri Kapital 1997 and the holders of the Family
Interests who, if they were to act together, could
procure the passing of both ordinary and special
resolutions of the Company including resolutions to
disapply pre-emption rights in respect of future issues
of Share capital.
- The Financing Agreements prohibit the Company from
paying dividends for the foreseeable future as the
earnings of the Oriflame Group will be retained, inter
alia, for the purposes of servicing and repaying the
additional debt that the Oriflame Group will be assuming
in order to fund the Offer by Oriflame Trading and the
buy-back and cancellation of Shares by Oriflame itself.
12. Current trading and prospects
Part IV of this announcement contains the Oriflame
Group's unaudited interim results for the six months
ended 30 June 1999.
13. Extraordinary General Meetings
The Offer will be conditional, inter alia, upon the
passing by Oriflame Shareholders of the Resolutions set
out in the notice of the First EGM. The First EGM will be
held on 6 October 1999. The Second EGM will be held on
19 October 1999.
Oriflame Shareholders, being primarily the holders of the
Family Interests, holding in aggregate Shares
representing approximately 61.59 per cent. of the
Existing issued share capital of the Company have already
irrevocably undertaken to vote in favour of the
Resolutions.
14. Oriflame Share Scheme arrangements
Arrangements are being made for the ongoing management of
Oriflame to receive appropriate Share incentive
programmes.
15. Settlement
The first date upon which the Offer is expected to become
or be declared unconditional in all respects is 18
October 1999, being one Business Day prior to the date of
the Second EGM. Accordingly, the latest date upon which
settlement of the consideration is expected to be
effected is 2 November 1999.
16. Offer Document
A circular to Oriflame Shareholders containing the terms
and conditions of the Offer and the Restructuring and the
Form of Acceptance will be dispatched to Oriflame
Shareholders as soon as practicable. This announcement
does not constitute an offer or an invitation to purchase
securities. The Offer will not be made directly, or
indirectly, in or into, or by use of the mails or any
means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities
exchange of, the United States, nor will it be made in
Canada, Australia, Singapore or Japan.
Accordingly, copies of this announcement are not being
and must not be, mailed or otherwise distributed or sent
in or into or from the United States, Canada, Australia,
Singapore or Japan. The availability of the Offer to
Oriflame Shareholders who are not resident in the United
Kingdom may be effected by the laws of the relevant
jurisdictions. Oriflame Shareholders who are not
resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for
receipt of white 10.00 a.m. 4 October 1999
Forms of Proxy for First EGM
Latest time and date for
receipt of Forms of 10.00 a.m. 5 October 1999
Acceptance
First EGM 10.00 a.m. 6 October 1999
Latest time and date for
receipt of blue 10.30 a.m. 15 October 1999
Forms of Proxy for Second
EGM
Second EGM 10.30 a.m. 19 October 1999
Expected latest settlement
date: cheques despatched to
accepting shareholders 2 November 1999
Oriflame's Listing is expected to be cancelled on the
Business day following the date on which the Offer is
declared wholly unconditional. Assuming that the Offer
is declared wholly unconditional on 18 October 1999 it is
expected that the cancellation of Listing will be 19
October 1999. If this date should change, the revised
date will be notified to Oriflame Shareholders by an
announcement on the Regulatory News Service of the London
Stock Exchange.
Shareholders should also note that, unless otherwise
announced prior to 5 October 1999, the Offer will cease
to be capable of acceptance after 10.00am on 5 October
1999. If the Offer has been extended for (an) additional
period(s) and has become or been declared unconditional
as to acceptances on or before the expiry of such
additional period(s), the Offer will not be capable of
acceptance after the expiry of
such additional period(s), even if, at that time, the
Offer has not become or been declared unconditional in
all respects. Shareholders who have not accepted the
Offer on or before the time the Offer ceases to be open
for acceptance will remain as Shareholders in Oriflame
and Oriflame Trading will not after that time be obliged
to acquired any Shares from non-accepting Shareholders.
Note: All times referred to throughout this timetable,
are Central European Times (i.e. + 1 hour on UK time).
MORE TO FOLLOW
COMSSWFIMUUUFDU
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