On behalf of Selskabet af 5. november 2018 A/S (”Tenderer”), a company ultimately owned by Mads Eg Damgaards Familiefond, we hereby publish the tender document (Appendix 1) regarding the Tenderers tender offer to the Minority Shareholders of egetæpper a/s (egetæpper).
During the period as of today and until 17 December 2018 the Tenderer offers to buy the Minority Shareholders shares in egetæpper against a cash payment of DKK 220 per B-share at nominal DKK 10.
From the Tenderers tender document it appears i.a.:
That the tender price is based on the following:
- The tender price corresponds to the negotiated price between two independent parties, the Tenderer and SmallCap Danmark A/S, at the Tenderer’s acquisition of B-shares equivalent to approx. 19% of the share capital on 7 November 2018.
- The Tenderer has subsequently recorded considerable interest from other shareholders of egetæpper regarding the sale of their B-shares in egetæpper at a share price of DKK 220 and has up until todays date purchased additional 96,928 B-shares in egetæpper.
- The shares of egetæpper have for a period of years been regarded as illiquid. 30 days prior to the Tenderer’s acquisition of shares from SmallCap Danmark A/S, a total of only 2,253 B-shares were traded at an average trading price of DKK 221.0 – corresponding to a total of DKK 498,509 and 0.086% of the B-shares.
As stated in the tender offer, the Tenderer together with its direct owner MEDF Holding A/S owns 330,340 A-shares at the time of the tender corresponding to 100% of the A-shares and 1,277,457 B-shares equivalent to 61.34% of the share capital and 81.89% of the voting rights in egetæpper. egetæpper also has another major shareholder in the form of the non-profit foundation ege fonden - Vibeke & Mads Eg Damgaards Fond (hereinafter “ege fonden”). ege fonden owns a large part of B-shares in egetæpper, corresponding to 29.1% of the share capital and 13.7% of the voting rights.
Based on the limited spread of egetæpper’s B-shares in the public and the limited trade of the B-shares the Tenderer and MEDF Holding A/S are of the opinion that the listing does not create sufficient value for neither shareholders nor the Operating Group. Following the tender document, it appears that the Tenderer and MEDF Holding A/S will request the Board of Directors in egetæpper to summon for an extraordinary general meeting with the purpose of authorising the Board of Directors to apply for a delisting. The Tenderer states that the Tenderer has been in dialogue with ege fonden and has been informed that ege fonden is in favor of a delisting.
The remaining shareholders of egetæpper will further to the tender be able to sell their shares in egetæpper at a price of DKK 220 per B-share, prior to the implementation of the delisting process.
Other terms for the tender can be seen in the attached tender document in Danish.
Sincerely yours,
egetæpper a/s
Ebbe Malte Iversen
Chairman of the Board
Questions regarding the acceptance of the tender can be addressed to own bank or:
Selskabet af 5. november 2018 A/S
CVR-no. 39 99 56 70
Industrivej Nord 25
7400 Herning
Att.: Carl Aage Nielsen
Mobile: +45 20 28 00 90
E-mail: can@canielsen.dk
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