Mols Linien A/S : Bilag 2 Offer document

Offer document

Mandatory offer to the shareholders of: Mols-Linien A/S

Company registration No. (CVR) 17 88 12 48 submitted by

Holding af 29. juni 2015 A/S Company registration No. (CVR) 36 94 06 70

a Subsidiary of

Polaris Private Equity IV K/S Company registration No. (CVR) 36 48 65 97

on 24 August 2015

Financial advisors:

Legal advisors:

Advokatpartnerselskab

Danske Bank A/S

Moalem Weitemeyer Bendtsen

Advokatpartnerselskab

Contents

3. Terms of the Offer ����������������������������������������������������������������������������������������������������������������������������������������� 17
3.1 The Offeror.............................................................................................................................................. 17
3.2 Offer Price for Shares ............................................................................................................................ 17
3.3 Offer Period. ........................................................................................................................................... 17
3.4 Acceptance procedure for Shares ......................................................................................................... 17
3.5 Shareholders in certain jurisdictions .................................................................................................... 18
3.6 Extensions .............................................................................................................................................. 19
3.7 Amendments .......................................................................................................................................... 19
3.8 Compensation to Shareholders ............................................................................................................. 20
3.9 Financing and warranty ......................................................................................................................... 20
3.10 Shareholder rights ................................................................................................................................. 20
3.11 Rights attaching to Shares .................................................................................................................... 20
3.12 Other terms of the Offer and amendments hereto............................................................................... 20
3.13 Open market purchases ........................................................................................................................ 21
3.14 Purchases following Completion of the Offer ....................................................................................... 21
3.15 Announcement of the result of the Offer .............................................................................................. 21
3.16 Completion ............................................................................................................................................. 21
3.17 Settlement .............................................................................................................................................. 21
3.18 Brokerage fees and other costs ............................................................................................................ 21
3.19 Settlement bank. .................................................................................................................................... 22
3.20 Tax considerations.................................................................................................................................. 22
3.21 Agreements on fees, incentive programmes, etc. to the management of the
Company in connection with the Offer .................................................................................................. 22
3.22 Agreements relating to the Offer........................................................................................................... 23
3.23 Shareholder rights ................................................................................................................................. 23
3.24 Dividends ................................................................................................................................................ 23
3.25 Other plans for Mols-Linien .................................................................................................................. 24
3.26 Other agreements .................................................................................................................................. 24
3.27 Applicable law and jurisdiction.............................................................................................................. 24
3.28 Withdrawal rights ................................................................................................................................... 24
3.29 Legal advisors to the Offeror ................................................................................................................. 24
3.30 Financial advisors to the Offeror ........................................................................................................... 24
3.31 Contact to the Board of Directors prior to submission of the Offer..................................................... 25

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3.32 Documents relating to the Offer ............................................................................................................ 25
3.33 Language ................................................................................................................................................ 26
3.34 Questions from the Shareholders ......................................................................................................... 26
4. Description of the Offeror ����������������������������������������������������������������������������������������������������������������������������� 27
4.1 Description of the Offeror ...................................................................................................................... 27
4.2 History and business activities of Polaris ............................................................................................. 27
4.3 Persons acting in concert with the Offeror ........................................................................................... 28
5. Description of Mols-Linien ��������������������������������������������������������������������������������������������������������������������������� 29
5.1 History and business.............................................................................................................................. 29
5.2 Corporate matters.................................................................................................................................. 29
5.3 Financial highlights for Mols-Linien ..................................................................................................... 30
6. Definitions ����������������������������������������������������������������������������������������������������������������������������������������������������� 34
Index of appendices
Appendix 1: Offer advertisement. ..................................................................................................................... 37
Appendix 2: Acceptance form for Shareholders .............................................................................................. 41

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Holding af 29. juni 2015 A/S CVR-nr. 36 94 06 70
et Datterselskab af
Polaris Private Equity IV K/S CVR-nr. 36 48 65 97

To the shareholders of Mols-Linien A/S

24 August 2015
Following the announcement by Polaris Private Equity IV K/S ('Polaris') of 21 August 2015 concerning our mandatory offer for Mols-Linien A/S ('Mols-Linien') (the 'Offer'), I am pleased to send to you this offer docu- ment which sets out the full terms of Polaris's Offer, which will be made through Polaris's wholly-owned sub- sidiary Holding af 29. juni 2015 A/S (the 'Offeror'), (the 'Offer Document')
On 10 July 2015, the Offeror made a voluntary, public offer to the shareholders of Mols-Linien to acquire all the shares in Mols-Linien as amended on 10 August 2015. In connection with the Offeror's acquisition of a controlling interest under section 31(1) of the Danish Securities Trading Act, the voluntary offer lapses auto- matically, and the acceptances of the voluntary offer received by the Offeror from the shareholders of Mols- Linien also lapse automatically to the effect that the shareholders are given the opportunity to accept the Offer.
The Offer Price is DKK 40 in cash per share. The Offer Price represents a premium of 66.0 per cent to the closing price on 2 January 2015 (the closing price six (6) months before the announcement on 3 July 2015 about the Offeror's voluntary offer) and a premium of 43.4 per cent to the closing price on 2 July 2014 (the closing price twelve (12) months before the announcement on 3 July 2015 about the Offeror's voluntary offer).
At the time of submission of the Offer, the Offeror has acquired 10,783,999 shares equal to 76.18 per cent of the shares and voting rights. The transfer of such shares is expected to be completed on Friday 28 August
2015, however no later than Friday 4 September 2015.
The background to the Offeror's Offer:
After the submission of the voluntary offer, the Offeror has held ongoing talks with the board of directors of Mols-Linien and a number of major and minor shareholders as previously announced. Based on such talks, the Offeror decided to increase the price offered to DKK 40 per share as previously announced.
On 21 August 2015, as announced, the Offeror acquired a total of 6,549,722 shares of DKK 20 nominal value, equal to a total of approximately 46.23 per cent of the share capital and voting rights in Mols-Linien. The Offer is submitted as a consequence of this.
Yours sincerely, Jan Johan Kühl.

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Important notices concerning this Offer

This Offer Document contains important information and should be read carefully before any decision is made with respect to accepting the Offer.
Certain defined terms used in this Offer Document are set out in Clause 6 of this Offer Document.
No Person is authorised to give any information or to make any representation on behalf of Holding af 29. juni
2015 A/S (the 'Offeror') or its Affiliates about the Offer which is not contained in this Offer Document. If given or made, such information or representation cannot be relied on as having been authorised. The making of this Offer shall not under any circumstances imply in any way that there has been no change in the affairs of the Offeror or Mols-Linien A/S ('Mols-Linien') since the Offer Date or that the information in this Offer Document or in the documents referred to herein is correct as of any time subsequent to the Offer Date or the date thereof. Any material new information or material errors or inaccuracies in connection with the informa- tion in the Offer Document which may be deemed to be necessary for the Shareholders to make an informed assessment of the Offer, and which occur or are established during the Offer Period, will be published as a Supplement to or as an announcement relating to the Offer Document under applicable laws and regulations in Denmark.
The Offer is not directed at Shareholders whose participation in the Offer would require the issuance of an offer document, registration or other measures other than what is required under Danish law. The Offer is not made, directly or indirectly, to Shareholders resident in any jurisdiction in which the submission of the Offer or acceptance hereof would violate the laws of such jurisdiction, and this Offer Document may not be distributed to Shareholders resident in any such jurisdiction. Any Person acquiring possession of this Offer Document is expected and assumed to have obtained any necessary information on any applicable restrictions personally and to comply with such restrictions.
The Offer is made for the Shares in Mols-Linien, a Danish issuer with listed shares on NASDAQ OMX Copenhagen A/S ('NASDAQ Copenhagen'). The Offer is subject to disclosure requirements under Danish law. The Offer is not being made, directly or indirectly, in, into or from Canada, Australia, Japan, or South Africa or any other jurisdiction where to do so would violate the laws in that jurisdiction (a 'Restricted Jurisdiction'), and the Offer does not apply and cannot be accepted from or within Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction. Accordingly, copies of this Offer Document and any accompanying docu- ment are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from Canada, Australia, Japan or South Africa or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and Persons receiving this Offer Document and any accompanying document must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer by Shareholders in such jurisdictions.

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In addition, US residents should read the following paragraph:
The Offer is being made in the United States in reliance on, and in accordance with, Section 14(e) of the Securities and Exchange Act of 1934 as amended (the 'US Exchange Act') and Regulation 14(e) relating thereto.
The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applica- ble under Danish law, which are different from those applicable in the United States. US residents must be aware that this Offer Document and any other documents regarding the Offer have been prepared in accord- ance with Danish standards as to contents and style, which standards may differ from US standards. Neither the Securities and Exchange Commission nor any other US regulator has approved or disapproved the Offer or has provided an opinion as to the accuracy or completeness of this Offer Document or any other documents regarding the Offer. Any declaration to the contrary constitutes a criminal offence. In addition, the procedures for the tender of securities and settlement of the Offer Price for Shares in connection with the Offer will be carried out in accordance with the rules applicable in Denmark, which may differ from the procedures appli- cable in the United States, in particular with respect to the payment date of the securities.
In accordance with normal practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Offeror or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrange- ments to purchase Shares outside of the United States, other than pursuant to the Offer during the period the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in Denmark.
Mols-Linien is a company incorporated under the laws of Denmark. None of the members of the Board of Directors or the Board of Executives of Mols-Linien are residents of the United States. Furthermore, Mols- Linien holds no assets in the United States. As a result, it may be difficult for holders of securities in Mols- Linien to enforce measures in the United States against Mols-Linien, its directors or officers, or to enforce against them a judgment rendered by a US court on the basis of US federal or state securities laws.
This Offer Document has been prepared in Danish and translated into English. In case of inconsistencies between the two versions, the Danish text shall prevail.
Any changes to the terms set out in this Offer Document in connection with the Offer will be announced through the Danish FSA, NASDAQ Copenhagen and electronic media if, and to the extent, such announcement is required under applicable Danish law, rules or regulations.
This Offer Document may contain statements relating to future matters or events, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as 'anticipates', 'assumes', 'expects', 'plans', 'will', 'intends', 'projects', 'estimates' or similar expressions. By their nature, for-
ward-looking statements involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are out-
side of the control of the Offeror or Mols-Linien, including the effect of changes in general economic condi-

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tions, the level of interest rates, oil prices, fluctuation in the demand for the Offeror's or Mols-Linien's prod- ucts, competition, technological developments, employee relations, regulation, exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies).
The Offer described in this Offer Document has been prepared as a mandatory offer pursuant to the Danish Securities Trading Act and the Danish Takeover Order. The Offer as set out in this Offer Document, as well as any acceptance hereof, is governed by Danish law.
Shareholders should note that if they accept the Offer, their acceptance is irrevocable and binding, except as set forth in this Offer Document. The effect of the Shareholders' possible acceptance of the Offer in the event of a Competing Offer and the maximum duration of the Offer Period is described in Clause 3 of this Offer Document.
Sources of information: The information contained in this Offer Document concerning Mols-Linien was obtained from publicly available sources. Neither the Offeror, nor Polaris Private Equity IV K/S ('Polaris'), nor any of their Affiliates, nor any Persons acting in concert with the Offeror or Polaris, assume responsibility for the accuracy or completeness of such information or any failure by Mols-Linien to disclose events which may have occurred or may affect the significance or accuracy of any such information.
Copenhagen, 24 August 2015
Jan Johan Kühl.

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Summary of the Offer

This summary highlights important material information about the Offer, but is intended to be an overview only. For a more complete description of the terms of the Offer, the Shareholders should carefully read this entire Offer Document, as this summary does not contain all information that may be of interest to the Shareholders and additional material information is contained in the remainder of this Offer Document. In the case of inconsistencies between the summary and the remainder of this Offer Document, the remainder of this Offer Document shall prevail.

Offeror

Holding af 29. juni 2015 A/S, company registration No. (CVR) 36 94 06 70, a Danish limited liability company incorporated under the laws of Denmark, with its registered office at c/o Gorrissen Federspiel, H.C. Andersens Boulevard 12, DK-1553 Copenhagen V, Denmark.

Target Company

Mols-Linien A/S, company registration No. (CVR) 17 88 12 48, a Danish limited liability company incorporated under the laws of Denmark, with its registered office at Sverigesgade 6, DK-8000 Aarhus C, Denmark.

Offer Price for Shares

DKK 40 per Share in cash. The Offer Price for Shares constitutes the final Offer Price for Shares, and the
Offeror will not increase the Offer Price for Shares. See, however, Clause 3.12.

Offer Period

The Offer is valid as of the Offer Date and expires on 21 September 2015 at 4:00 p.m. (CET). However, the Offer Period may be extended by publication of a Supplement in accordance with Section 9 of the Danish Takeover Order and as set forth in this Offer Document.
Share premium
The Offer Price for Shares represents a premium of:
• 23.1 per cent to the closing price per Share on NASDAQ Copenhagen on 2 July 2015 (on the last week- day prior to publication of the Offeror's announcement on 3 July 2015 about the Offeror's voluntary offer);
• 66.0 per cent to the closing price on 2 January 2015 (the closing price six (6) months prior to publication of the Offeror's announcement on 3 July 2015 about the Offeror's voluntary offer); and
• 43.4 per cent to the closing price on 2 July 2014 (the closing price twelve (12) months prior to publica- tion of the Offeror's announcement on 3 July 2015 about the Offeror's voluntary offer).
All share prices are in DKK per Share of a nominal value of DKK 20. The prices are based on the closing prices of the Shares in the stated period on NASDAQ Copenhagen.

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Acceptance

Shareholders' acceptances of the Offer must be received by Danske Bank, see Clause 3.4 of the Offer Document, through the Shareholders' own custodian banks prior to the expiry of the Offer Period. Shareholders wishing to accept the Offer must use the acceptance form for Shareholders attached to this Offer Document.
The Shareholders are requested to note that acceptance of the Offer must be notified to their own custodian bank in sufficient time to allow the custodian bank to process and communicate the acceptance to Danske Bank A/S, which must have received such acceptance prior to the expiry of the Offer Period on 21 September
2015 at 4:00 p.m. (CET).
The time until which notification of acceptance to the custodian bank may be given will depend on the individ- ual agreements with, and the rules and procedures of, the relevant custodian bank and may be earlier than the last day of the Offer Period.

Announcement of the result

Unless the Offer Period is extended, the Offeror will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and electronic media no later than eighteen (18) hours after expiry of the Offer Period. The Offeror will announce the final result of the Offer on or before 25 September 2015, which is three (3) days after the end of the Offer. See Section 21(3) of the Danish Takeover Order.

Completion

At Completion, the Offeror will acquire title and all rights to the Shares in respect of which the Offer has been accepted.

Settlement

The Offer will be settled in cash through the Shareholder's own custodian bank for Shareholders. Settlement will be effected as soon as possible and is expected to take place three (3) weekdays after the date of the announcement that the Offer will be Completed. See Section 22 of the Danish Takeover Order. The Offeror expects that settlement will be effected on or prior to 25 September 2015. An extension of the Offer Period to a date subsequent to 21 September 2015 will postpone the date of settlement.

Withdrawal rights

The Shareholders are bound by their acceptance throughout the Offer Period except where a Competing Bid is made. See Section 26(3) of the Danish Takeover Order.
According to that section, Shareholders who have accepted the Offer may withdraw their acceptance within three (3) weekdays after the competing offer document has been published.

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Questions from the Shareholders

Any questions from Shareholders in connection with the settlement and acceptance of the Offer may, on weekdays between 8:00 and 4:00 p.m. (CET), be directed to the Shareholder's own custodian bank or to:
Danske Bank A/S Corporate Actions Holmens Kanal 2-12
DK-1092 Copenhagen K, Denmark
Tel: (+45) 7023 0834
Fax.: (+45) 4355 1223
Email: prospekter@danskebank.dk
Any other questions pertaining to the Offer from the Shareholders may, on weekdays between 8:00 a.m. and
4:00 p.m. (CET), be directed to:
Danske Bank A/S Holmens Kanal 2-12
DK-1092 Copenhagen K Denmark
Attn.: Danske Bank Corporate Finance
Email: tenderoffer-mols-linien@danskebank.dk

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