LISTING OF UNIT 4 ON THE OSLO STOCK EXCHANGE EXPECTED AS PER 22 DECEMBER 2000
SIMOULTANEOUS MANDATORY OFFER AND COMPULSORY ACQUISITION OF AGRESSO GROUP SHARES MADE BY UNIT 4
Reference is made to the offering circular/listing prospectus dated 17 October 2000.
Unit 4 has through the voluntary offer received acceptances for 51,610,242
shares representing 92.1% of the voting rights in Agresso Group, and all
conditions relating to the offer have as of today been fulfilled. Settlement
for the voluntary offer will take place through the transfer of Unit 4
shares to the accepting shareholders VPS account. Such transfer is expected
to be finalised on 22 December 2000.
Unit 4 expects to be listed on the Oslo Stock Exchange as of 22 December
2000 enabling accepting shareholders to trade Unit 4 shares in their home
market.
Unit 4 will proceed with a mandatory offer to acquire all shares in Agresso
Group not currently owned by Unit 4 pursuant to the Norwegian Securities
Trading Act 1997 § 4-1 ("tilbudsplikt"). It is expected that the mandatory
offer period will start on 22 December 2000 and last until 19 January 2001.
Settlement for the tendered shares in the mandatory offer will be expected
to take place within 14 days after the expiry of the Offer Period. Agresso
shareholders will receive information on the offer price, once the mandatory
offer has been approved by the Oslo Stock Exchange.
Simultaneous with the mandatory offer, Unit 4 will exercise its right,
according to the Norwegian Public Limited Company's Act 1997, section 4-25,
to acquire all outstanding shares in Agresso Group ASA through a compulsory
acquisition ("tvangsinnløsning"). The compulsory acquisition will be
resolved by the Board of Unit 4, and will take effect on the first day of
the offer period in the mandatory offer on 22 December 2000. As a result of
the compulsory acquisition, Unit 4 will take title to and ownership of all
the outstanding shares of Agresso Group ASA, and the current shareholders
will consequently lose their rights to and title to the shares.
The shareholders will be offered a redemption price per share equaling the
price in the mandatory offer. Unit 4 will arrange for the total redemption
amount to be paid to a separate account in Den norske Bank ASA according to
the Norwegian Public Limited Act § 4-25, no. 5.
The compulsory offer will be announced in the Norwegian Official Gazette
("Norsk Lysningsblad") as soon as practical. The final date for objections
relating to the compulsory acquisition expires 2 months after the
announcement. Settlement in the compulsory offer (not including acceptances
in the mandatory offer) will take place as soon as possible after expiry of
the 2 month-period.
The shares in Agresso will be blocked for trading in the VPS with effect as
soon as possible (indicative from 22 December 2000) and thereafter
transferred to Unit 4's VPS account. Consequently, it will not be possible
to trade in the Agresso shares during the mandatory offer period. Trading in
the Agresso shares will only be possible till the first day of the mandatory
offer period.
The shareholders in Agresso Group ASA registered as per 21 December 2000
will receive a combined offer document incorporating the mandatory offer and
the notification of compulsory acquisition, in which the above process will
be explained in detail.
The above process has been approved by the Oslo Stock Exchange.
For further information, please contact:
UNIT 4 N.V.
Mr. Chris Ouwinga, CEO
Telephone number: +31 184 444 444
Agresso Group ASA
Mr. Sverre Kjenne, CEO
Telephone number: +47 22 58 85 00