Extraordinary General Meeting of Securitas resolves sale of TeleLarm Care to shareholders
Thursday, December 17, 1998
The price for the shares amounts to approximately MSEK 320, or SEK 98.50 per share, which corresponds to a fair market value.
The resolution is that shareholders holding up to and including 1,000 Securitas shares are offered to purchase ten Care shares. Shareholders holding more than 1,000 Securitas shares are offered to purchase one Care share for every one hundred shares, or part thereof, held in Securitas. Not fewer than ten shares in Care may be purchased.
Two of Securitas' main owners, SäkI AB, with Gustaf Douglas as a majority owner, and Melker Schörling, have pledged to waive part of their entitlement to purchase shares in Care in order to
enable shareholders of Securitas holding up to and including 1,000 shares to purchase ten shares and to enable shareholders holding more than 1,000 shares to purchase one share in Care for every one hundred shares, or part thereof, held. The main owners have also undertaken to purchase all shares in Care which are not purchased by other shareholders, on terms corresponding to the offer to
The Care Group
Care is a wholly owned subsidiary of Securitas. The company develops, markets and sells care systems for the elderly and handicapped persons. Care systems comprise products such as care phones and services such as alarm forwarding and service and maintenance. Care's goal is to be one of Europe's leading suppliers of care systems, which will contribute to the company's customers ability to offer the elderly and handicapped living at home, in sheltered housing, or in nursing homes, safer and more cost-efficient care of higher quality.
Care has its own sales organizations in Sweden, the UK, Germany and Finland. The company also sells its products through distributors in other European markets as well as in Japan and USA. The Care Group has annual sales of approximately MSEK 340, including the acquisitions made during 1998, which add sales with approximately MSEK 40 on an annual basis.
Participation in the offer
Only persons who are registered as shareholders in Securitas on the record date, December 22, 1998, are offered to participate in the offer. Shares of series A in Securitas entitle the holder to purchase shares of series A in Care and shares of series B in Securitas entitle the holder to purchase shares of series B in Care.
The Prospectus has been distributed to directly registered shareholders and nominee shareholders of Securitas beginning around December 10, 1998. Application forms are distributed beginning around December 29, 1998, to directly registered shareholders or to representatives of shareholders, who are registered in the share register, kept by Värdepapperscentralen, AB (VPC) (the Swedish Securities Register Center) on behalf of Securitas on the record date, December 22, 1998. The application form will display the number of shares in Care, which the shareholder is offered to purchase. The opportunity to purchase shares in Care will not be registered in the system of VPC (VP-system) and will thus not be subject to trade.
Application to purchase shares in Care may be made during the period from January 4, 1999, up to and including January 21, 1999, by completing the application form which will be distributed December 29, 1998.
December 22, 1998 Record date for participation
January 4-21, 1999 Application period
February 9, 1999 Last day of settlement
The shares in Care will not initially be subject to organized trading. The Board of Directors of Care and the principal owners, however, have the intention of promoting a listing of the Care shares within a five-year period.
The sale of Care will not affect the earnings of the Securitas Group.