ESML Intressenter AB makes the Offer Document regarding the Cash Offer to the Shareholders and Holders of Warrants of Securitas Direct AB public

Transcription

1 Press Release 3 December 2007 ESML Intressenter AB makes the Offer Document regarding the Cash Offer to the Shareholders and Holders of Warrants of Securitas Direct AB public The offer document regarding ESML Intressenter AB s cash offer to the shareholders and holders of warrants of Securitas Direct AB is now available in Swedish and English versions at och as well as at ESML Intressenter AB has been established by EQT V, SäkI AB, Melker Schörling AB and Investment AB Latour to accomplish the offer for Securitas Direct. For further information, please contact EQT mediakontakt Johan Hähnel Tel: +46 (0) Mobil: +46 (0) v1 This Offer is not being made (nor will any tender of shares or warrants be accepted from or on behalf of holders) in any jurisdiction in which the making of the Offer or the acceptance of any tender of shares therein would not be made in compliance with the laws of such jurisdiction. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan or South Africa.

2 Offer to the shareholders and holders of warrants in Securitas Direct AB (publ) Financial Advisor to the Offeror Arranger of the Tender Offer

3 THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This offer document including the related acceptance form contains important information and should be read carefully before any decision is made with respect to the Offer (as defined herein). In this offer document, except as otherwise stated, references to ESML Intressenter are to ESML Intressenter AB, and references to Securitas Direct are to Securitas Direct AB (publ). Holders of shares and warrants issued by Securitas Direct should rely only on the information contained in this offer document and information to which ESML Intressenter has referred such investors. ESML Intressenter has not authorized anyone to provide holders of shares and warrants issued by Securitas Direct with information that is different. The information in this offer document may only be accurate as of the date of this document and no representation is made that it was or will remain accurate on any other date. The information in this offer document is furnished solely for the purpose of the Offer and may not be relied upon for any other purposes. Citigroup Global Markets Limited ( Citi ), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sole financial advisor to ESML Intressenter and no one else in connection with the Offer and will not be responsible to any other person other than ESML Intressenter for providing the protections afforded to clients of Citi in relation to the Offer. Nordea Corporate Finance, a unit within Nordea Bank AB (publ) ( Nordea ), is acting as arranger and advisor to ESML Intressenter in relation to the execution of the Offer and will not be responsible for providing advice, or the protections afforded to its clients, to any other person. Forward-looking statements This offer document and related offer documentation contains forward-looking statements. These statements appear throughout this offer document and such related documentation and are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements may be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as may, will, expects, believes, anticipates, plans, intends, estimates, projects, targets, forecasts, seeks, could, or the negative of such terms, and other variations on such terms or comparable terminology. Forward-looking statements include, but are not limited to, statements about the expected future business of Securitas Direct resulting from and following the Offer. These statements reflect ESML Intressenter s or Securitas Direct s respective management s current expectations based upon information currently available to them and are subject to various assumptions, as well as risks and uncertainties that may be outside of their control. Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and neither ESML Intressenter nor Securitas Direct undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. The figures reported in this offer document have been rounded off as appropriate, including certain totals set out in the tables contained herein. Choice of law; Translation This offer document has been prepared in accordance with the laws of the Kingdom of Sweden, as well as relevant rules and regulations applicable to public offerings in Sweden. Swedish law, including, inter alia, the OMX Nordic Exchange Stockholm AB s rules regarding takeover offers (the Takeover Rules ) and the Swedish Securities Council s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules (including its rulings with respect to the rules on public offers for the acquisition of shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté)) apply in relation to the offer. Furthermore, ESML Intressenter has on 12 November 2007 in accordance with the Swedish Act on Public Takeover Offers (Sw. Lag om offentliga uppköpserbjudanden på aktiemarknaden) contractually agreed with the OMX Nordic Exchange Stockholm to comply with the foregoing, and to submit to any sanctions imposed by the OMX Nordic Exchange Stockholm upon breach of the Takeover Rules. The corresponding undertaking also applies in relation to the shareholders of Securitas Direct. ESML Intressenter has on 13 November 2007 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen ) (the SFSA ) about the Offer and about the above undertaking with the OMX Nordic Exchange Stockholm. Any dispute arising out of the Offer shall be settled exclusively by Swedish courts applying Swedish law.

4 A Swedish language version of this offer document has been registered with the Swedish Financial Supervisory Authority (the SFSA ) in accordance with the provisions of Chapter 2 Section 3 of the Act on Public Takeover Offers and Chapter 2 a Section 9 of the Swedish Financial Instruments Trading Act (Sw. Lag om handel med finansiella instrument). In the event of any discrepancy between the English and the Swedish language versions, the Swedish language version shall prevail. Information for shareholders outside Sweden The offer by ESML Intressenter to the holders of shares and warrants in Securitas Direct to acquire all of the outstanding shares not held by EQT V Limited, SäkI AB, Melker Schörling AB or Latour AB (as defined herein) or ESML Intressenter and to acquire warrants awarded to certain employees (the Offer ) pursuant to the terms and conditions presented in this offer document is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This offer document, the relevant acceptance form and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country any such action will not be permitted or sanctioned by ESML Intressenter. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) in or into Australia, Canada, Japan or South Africa, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Japan or South Africa. Accordingly, this offer document, the relevant acceptance form and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Canada, Japan or South Africa. ESML Intressenter will not deliver any consideration from the Offer into Australia, Canada, Japan or South Africa. Specific information for U.S. Securities Holders The Offer described in this offer document is made for the shares and warrants of Securitas Direct, a company organized under the laws of the Kingdom of Sweden, and is subject to the laws of the Kingdom of Sweden. It is important that U.S. holders understand that the offer document is subject to disclosure and takeover laws and regulations in Sweden that may be quite different from those in the United States. As applicable, ESML Intressenter will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits of fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this offer document. Any representation to the contrary is a criminal offence in the United States.

5 Contents Offer to the shareholders and holders of warrants in Securitas Direct Background to and reasons for the Offer Terms and conditions Description of ESML Intressenter and its financing Tax issues in Sweden Statement from the independent committee of the Board of Directors of Securitas Direct in relation to the Offer by ESML Intressenter for the shares and warrants of Securitas Direct Information on Securitas Direct Summary of financial information Share capital and ownership structure Securitas Direct s Articles of Association Board of Directors, Group management and auditors Securitas Direct s interim report January September EQT and SäkI, MSAB and Latour in brief Report of the Board of Directors of Securitas Direct Auditors Report Addresses The Offer in brief 1) For each series B ordinary share in Securitas Direct, SEK in cash is offered and for each warrant that is subject to the Offer, SEK 8.60 in cash is offered. No commission will be charged. Price per share of series B: SEK in cash Price per warrant that is subject to the Offer: SEK 8.60 in cash Acceptance period: 4 December January 2008 Estimated settlement date: 18 January 2008 THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT (CET) ON 11 JANUARY 2008, UNLESS EXTENDED. SHARES AND WARRANTS TENDERED PURSUANT TO THIS OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION (SUBJECT TO ANY EXTENSIONS) OF THE OFFER, OR PRIOR TO SUCH EARLIER DATE AS MAY FOLLOW FROM WHAT IS PROVIDED IN THE OFFER DOCUMENT. 1) The prices are subject to adjustment should Securitas Direct pay any dividend or make any other value distributions (Sw. värdeöverföringar) prior to the settlement of the Offer.

6 Offer to the shareholders and holders of warrants in Securitas Direct ESML Intressenter AB 1) ( ESML Intressenter ), indirectly jointly owned by EQT V Limited 2) ( EQT ), SäkI AB ( SäkI ), Melker Schörling AB ( MSAB ) and Investment AB Latour ( Latour ), announced on 13 November 2007 the decision of 12 November 2007 to make a public cash offer to the shareholders in Securitas Direct AB (publ) ( Securitas Direct or the Company ). The shareholders are offered to tender series B shares in Securitas Direct to ESML Intressenter. The series B shares in Securitas Direct are listed on the OMX Nordic Exchange Stockholm, Nordic List, Mid Cap. The series A shares are not listed and are solely owned by SäkI, MSAB and Latour and are not subject to the Offer. Also, owners of warrants awarded to certain Securitas Direct employees, convertible into series B shares, are subject to the Offer. 3) ESML Intressenter offers SEK in cash for each series B share in Securitas Direct (the Offer Price ). 4) Also, owners of warrants awarded to certain Securitas Direct employees, exercisable into series B shares, are offered SEK 8.60 per warrant. 5) Please refer to the section Share capital and ownership structure below for further information on the terms and conditions for the warrants. z SEK in cash is offered for each series B share in Securitas Direct z The Offer represents a premium of 40.6 percent over the volume-weighted average closing share price on the OMX Nordic Exchange Stockholm during the last three months ending 12 November 2007, as well as 25.0 percent relative to the closing share price on 12 November 2007 z The offer price is SEK 8.60 in cash per warrant that is part of the Offer z The Offer values the share capital of Securitas Direct at approximately SEK 9.6 billion, including the value offered for outstanding warrants z The acceptance period runs from 4 December 2007 to 11 January Estimated date for payment to shareholders and warrant holders is 18 January 2008, provided that the Offer is declared unconditional on 15 January 2008 Latour is the largest shareholder in Securitas Direct with 7.5 percent of the capital and 12.2 percent of the votes. MSAB and SäkI own 4.5 percent and 3.5 percent of the capital, respectively, and 10.9 percent and 17.4 percent of the votes, respectively. All these parties will contribute all their series A and B shares to ESML Intressenter if the Offer is completed. The contributed shares, which thus are of series A as well as of series B, will be valued at the Offer Price. The shares of series A and series B will be contributed in accordance with the agreement (the Agreement ) regarding the Offer, which has been entered into between EQT and SäkI, MSAB and Latour, the contributed shares are accordingly not included in the Offer. Moreover, SäkI s, MSAB s and Latour s shares in Securitas Direct cannot be transferred to any other party unless the Offer is withdrawn. In addition, SäkI, MSAB and Latour have also irrevocably committed not to pair up with or solicit any other buyer during the next twelve months following the announcement of the Offer. Apart from the shares owned by SäkI, MSAB and Latour, ESML Intressenter does not currently own or control any shares in Securitas Direct. EQT does not own any shares in Securitas Direct. 6) Neither ESML Intressenter, EQT, SäkI, MSAB or Latour have acquired any shares in Securitas Direct during the last six months preceding the day the Offer was announced. There are members of the Board of Securitas Direct with connections to SäkI, MSAB and Latour (see the sections entitled Certain related party information on page 12 and Board of directors, Group management and auditors on page 27. The Offer will be financed by equity and debt financing. ESML Intressenter has entered into binding credit agreements for the debt financing. For more information, see the section entitled Description of ESML Intressenter and its financing on page 11. The Board of Directors of the Company has appointed an independent committee, consisting of two independent directors, to handle bid related matters. 7) Subsequent to fairness 1) Under change of name from Lagrummet April nr 74 AB. 2) EQT V Limited is a limited liability company organized under the laws of the Bailiwick of Guernsey, with registered offices at Isabelle Chambers, Route Isabelle, St. Peter Port, Guernsey GY1 3RA, Guernsey, acting in its capacity as general partner of EQT V (General Partner) LP, in turn acting in its capacity as (i) general partner of the EQT V (No. 1) Limited Partnership and EQT V (No. 2) Limited Partnership; (ii) agent for and on behalf of Investor Investment Northern Europe Limited; and (iii) manager of the EQT V Co-Investment Scheme. The EQT V fund is advised by its advisory company EQT Partners AB. 3) The Swedish Securities Council (Sw. Aktiemarknadsnämnden), has granted an exemption to the effect that the Offer need not include the warrants held by any subsidiary of Securitas Direct (AMN 2007:42). 4) The price is subject to adjustment should Securitas Direct pay any dividend or make any other value distributions distributions (Sw. värdeöverföringar) prior to the settlement of the Offer. 5) The consideration per warrant has been calculated and resolved based on the Black-Scholes option pricing model. 6) ESML Intressenter controls a total number of 17,142,600 series A shares and 39,153,900 series B shares which represents 15.5 percent of the capital and 40.5 percent of the votes in Securitas Direct. 7) The independent directors are the Chairman of the Board, Ulf Mattsson, and Board member Anna Lindström. 3

7 Offer to the shareholders and holders of warrants in Securitas Direct opinions being obtained from SEB Enskilda and JPMorgan plc, the committee will present its recommendation, see the section entitled Statement from the independent committee of the Board of Directors of Securitas Direct in relation to the Offer by ESML Intressenter for the shares and warrants of Securitas Direct. The Offer is subject to the conditions stated on page 8 in this offer document. The OMX Nordic Exchange Stockholm s rules regarding takeover offers (the Takeover Rules ) and the Swedish Securities Council s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules (including its rulings with respect to the rules on public offers for the acquisition of shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté) apply in relation to the Offer. Furthermore, ESML Intressenter has, in accordance with the Swedish Act on Public Takeover Offers (Sw. Lag om offentliga uppköpserbjudanden på aktiemarknaden), on 12 November 2007 contractually agreed with the OMX Nordic Exchange Stockholm to comply with the foregoing and to submit to any sanctions imposed by the OMX Nordic Exchange Stockholm upon breach of the Takeover Rules. The corresponding undertaking also applies in relation to the shareholders of Securitas Direct. ESML Intressenter has on 13 November 2007 informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) about the Offer and about the above undertaking with the OMX Nordic Exchange Stockholm. 4

8 Background to and reasons for the Offer Introduction and General regarding the Background to and Reasons for the Offer Securitas Direct was founded in 1988 as a division within the Securitas group. In September 2006, Securitas AB demerged Securitas Direct and Securitas Systems AB by way of distribution to the shareholders of Securitas AB, after concluding that the three individual companies would benefit from operating independently. As the largest shareholders of the Securitas group, SäkI, MSAB and Latour remained the largest shareholders in the separately listed Securitas Direct. During the past years, the technology for home alarm systems has developed, Securitas Direct s methodology has been refined and the installation process has been made more efficient, which althogether has facilitated Securitas Direct s rapid expansion in the Nordic countries and Spain. Securitas Direct has during this period predominantly grown in the market for consumer alarms. During the last few years the conditions for growth in the Nordic and Spanish markets have declined as a consequence of, among other things, reduced construction activity in Spain and a relatively high degree of customer penetration in the Nordic countries. Possible expansion into new markets is expected to have negative impact, in the short to medium term, on the profitability in the books as well as on the cash flow of Securitas Direct. SäkI, MSAB and Latour have, in view hereof, come to the conclusion that by de-listing Securitas Direct, ESML Intressenter can facilitate the capital investments necessary to create value in the Company. EQT, SäkI, MSAB and Latour agree on the measures necessary to develop Securitas Direct and that Securitas Direct will most likely be better developed as an unlisted Company. ESML Intressenter currently has no plans to carry out any significant changes in the future operations or overall strategy for Securitas Direct, besides an increased focus on growth and new markets. Accordingly, no significant changes as regards employment in the places where Securitas Direct is operating today are foreseen. ESML Intressenter places great value on Securitas Direct s management and employees and intends to continue to safeguard the amicable relations with employees that ESML Intressenter believes exist at Securitas Direct. In view of the fact that ESML Intressenter is a newly established company and does not have any employees, ESML Intressenter sees no reasons to make any statements regarding any effects on ESML Intressenter that may result from the Offer. Detailed Background EQT has followed Securitas Direct and its development in particular since its demerger from Securitas AB in September In June 2007, EQT engaged Citi as financial advisor to assist in analyzing Securitas Direct in more detail. Considering the recent credit market volatility, the question whether external debt financing could be obtained for an acquisition was identified early on, and during July 2007, EQT initiated the preparations for the external debt financing in connection with the Offer. In August 2007, EQT retained Bain & Co to assist in performing a high level analysis of Securitas Direct. During September and October 2007, Bain & Co performed a more detailed analysis of Securitas Direct s business and markets on behalf of EQT. In September 2007, EQT engaged Advokatfirman Vinge to advise on Swedish legal and regulatory issues as well as the English law firm Clifford Chance to assist with and advise on negotiations with external debt financing providers. During September, Deloitte was also retained to advise on accounting and tax matters, and EQT initiated a comprehensive outside-in due diligence review of Securitas Direct s public documents, without the involvement of Securitas Direct. The U.S. law firm Davis Polk & Wardwell was retained in the beginning of November to advise on U.S. legal and regulatory issues. During the fall, the external debt financing was finalized and resulted in the Bank of Scotland plc, Dresdner Kleinwort Limited, The Royal Bank of Scotland plc and Skandinaviska Enskilda Banken AB (publ) being mandated in connection with such financing. At the end of September 2007, EQT contacted MezzVest and Partners Group to secure the mezzanine financing. On 30 October 2007, representatives of EQT held their first discussion with Melker Schörling, the largest shareholder and Chairman of the Board of Directors of MSAB, about the possibility of jointly developing the Company in a private context, a discussion which was initiated by EQT. During this meeting, the representatives of EQT made it clear that the joint development of the Company was a pre-condition for its interest. Following the meeting, Melker Schörling informed Gustaf Douglas, the largest shareholder and Chairman of the Board of Directors of SäkI and Latour, about the discussion with EQT. On 6 November 2007, representatives from EQT, SäkI, MSAB and Latour met for the first time to discuss the possibilities for making a joint public offer for Securitas Direct. One 5

9 Background to and reasons for the Offer conclusion from the meeting was that the parties seemed to share a fundamental view on the Company s future industrial development and the constraints imposed by the public markets in realizing Securitas Direct s long term potential. SäkI and Latour in relation thereto retained Flood Advokatbyrå to assist them in legal matters relating to the formation of ESML Intressenter and the contemplated Offer. Subsequently, Gustaf Douglas informed the Chairman of Securitas Direct, Ulf Mattsson, that EQT, together with SäkI, MSAB and Latour were investigating the conditions for making a joint public offer for Securitas Direct, but that any firm interest could not yet be communicated. Thereafter, Ulf Mattsson informed the management of Securitas Direct. Meanwhile, EQT, SäkI, MSAB and Latour also negotiated a shareholders agreement and ancillary documentation relating to the making of the Offer, the direct and indirect ownership of the contemplated bidding vehicle, ESML Intressenter, the governance of ESML Intressenter and other companies within the contemplated group as well as certain other matters relating to the Offer. EQT, SäkI, MSAB and Latour agreed, among other things: (i) that EQT, SäkI, MSAB an Latour would capitalise ESML Intressenter with equity contributions (including subordinated shareholder loans); (ii) that SäkI, MSAB and Latour in this respect would complete their committed contributions to ESML Intressenter in the form of the shares currently held by each of them at a value equivalent to the Offer Price upon the successful completion of the Offer, while EQT would simultaneously complete the corresponding cash contribution; (iii) that ESML Intressenter would be capitalized with external financing of up to maximum SEK 5.5 billion to be funded upon completion of the Offer, which together with the contributions from EQT, SäkI, MSAB and Latour, would be sufficient to pay the aggregate Offer Price; and (iv) how decisions regarding the continued conduct of the Offer are to be taken on behalf of ESML Intressenter by its owners. Hence, the committed contributions are only conditioned upon the Offer being completed, and SäkI s, MSAB s and Latour s shares in Securitas Direct cannot be transferred to any other party unless the Offer is withdrawn. In addition, SäkI, MSAB and Latour have also irrevocably committed not to pair up with or solicit any other buyer during the twelve months following announcement of the Offer. In this context, it should be noted that no non-public information was exchanged between SäkI, MSAB and Latour, on the one side, and EQT, on the other side, pertaining to Securitas Direct. Hence, apart from the brief confirmatory due diligence described below, the Offer was based on public information only. Over the following days, EQT, SäkI, MSAB and Latour established ESML Intressenter, a company established for the sole purpose of making the Offer and whose capital has been contributed by EQT (approximately 64 percent), SäkI (approximately 8 percent), MSAB (approximately 10 percent) and Latour (approximately 17 percent). During the weekend of November 2007, negotiations between EQT, SäkI, MSAB and Latour, as well as negotiations regarding the external debt financing, were completed. On 11 November, Harry Klagsbrun, senior partner at EQT Partners AB, 1) contacted Ulf Mattsson on behalf of ESML Intressenter with the information that the interest to bid was now definitive and that it would present Ulf Mattsson with the requested letter confirming its interest. Later that day, ESML Intressenter presented the Chairman of Securitas Direct with a letter which indicated its interest in acquiring all the shares not already controlled by SäkI, MSAB and Latour at a price of SEK 25 per share. The letter also indicated the proposed conditions for the Offer, the proposed timeline for the Offer as well as the limited further confirmatory due diligence required (with Securitas Direct s assistance) by ESML Intressenter. Simultaneously on 11 November 2007, representatives of EQT informed Ulf Mattsson that the external debt financing, in all material respects, was in place, and that the main negotiations between EQT, SäkI, MSAB and Latour had entered their detailed final phase on the mutual understanding reached so far. Before trading commenced on the morning of 12 November, Ulf Mattsson informed OMX Nordic Exchange Stockholm that EQT, SäkI, MSAB and Latour were preparing a potential public offer for Securitas Direct, but that any formal interest to make an offer had not yet been communicated, orally or in writing. On 12 November 2007, Securitas Direct s Board of Directors held a special Board meeting, at which the Board members were informed of ESML Intressenter s written proposal and an independent committee (the Committee ) was appointed. The Committee consists of Securitas Direct s Chairman, Ulf Mattsson and Board member Anna Lindström. 2) 1) The advisory company which is advisor to EQT s funds, including EQT V. 2) The Committee does not include either of Ulrik Svensson or Gustaf Douglas because of their connections with MSAB and with SäkI and Latour, respectively, neither does it include the Company s CEO Dick Seger. 6

10 Background to and reasons for the Offer During the weekend November 2007, Ulf Mattsson also contacted legal and financial advisors. Mannheimer Swartling Advokatbyrå was retained as legal advisor and SEB Enskilda was retained as financial advisor on 12 November, in the event that an interest for a public offer would be formally communicated as well as any subsequent public offer being made. On 12 November 2007, Ulf Mattsson stated to representatives of ESML Intressenter that the Committee s view was that the indicated price of SEK 25 per share was not sufficient to allow ESML Intressenter access to the Company to perform due diligence. Following discussions among representatives of ESML Intressenter and the Committee, as well as their respective financial advisors, ESML Intressenter indicated later the same day that it would be prepared to increase the Offer Price to SEK 26 per share, subject to receiving immediate access to the Company to perform due diligence. At that point, the Committee indicated that it would be prepared to let ESML Intressenter and its advisors perform a limited confirmatory due diligence investigation of the Company. However, the Committee expressly stated that it had not made any assessment of the Offer and had not obtained any fairness opinions, and accordingly that the permission to perform a limited due diligence should not be regarded as a view on whether the indicated Offer Price was fair. A non-disclosure agreement was entered into on 12 November 2007 between Securitas Direct, EQT, SäkI, MSAB and Latour (for themselves and for ESML Intressenter), after which ESML Intressenter and its advisors Advokatfirman Vinge and Deloitte conducted a very limited confirmatory due diligence review with Securitas Direct s CEO, CFO and head of Iberia Consumer. In connection therewith, ESML Intressenter informed the senior management of EQT s corporate governance model which includes a close cooperation between the management, the board of directors and the responsible partners of EQT Partners, and in which co-investments normally are expected. Thereafter, ESML Intressenter s owners and Board of Directors decided to proceed with the Offer. On 11 November, ESML Intressenter also made contact with Securitas AB concerning the continued use of the Securitas name and trademark after the successful conclusion of the Offer. The following day Securitas AB informed ESML Intressenter that its board had confirmed that Securitas Direct could continue to use the name and trademark after completion of the Offer, provided that Securitas AB and Securitas Direct could agree on the terms and conditions therefor. While a binding agreement has not yet been reached on this subject, ESML Intressenter expects that such an agreement can be reached on terms acceptable to Securitas Direct. Following contacts between Ulf Mattsson and OMX Nordic Exchange Stockholm on the morning of 13 November 2007, trading in the Securitas Direct share was briefly suspended. On the same morning, ESML Intressenter announced the Offer. The Board of Directors of Securitas Direct has reviewed the information on Securitas Direct on pages in this offer document. With the exception of the information referred to in the foregoing sentence, assurance is given that, to the best knowledge of the Board of Directors of ESML Intressenter, the information presented in the offer document conforms to actual conditions. Stockholm, 30 November, 2007 ESML Intressenter AB Board of Directors 7

11 Terms and conditions Terms of the Offer to the shareholders and holders of warrants in Securitas Direct SEK in cash is offered for each series B share in Securitas Direct that is subject to the Offer. The Offer Price is subject to adjustment should Securitas Direct pay any dividend or make any other value distributions (Sw. värdeöverföringar) to the shareholders prior to the settlement of the Offer. SEK 8.60 in cash per warrant is offered for warrants awarded to certain Securitas Direct employees convertible into Securitas Direct series B shares. No commission will be charged in connection with the Offer. Conditions to the Offer Completion of the Offer is conditional upon: (i) the Offer being accepted to the extent that ESML Intressenter becomes the owner of more than 90 percent of the total number of shares in Securitas Direct before as well as after fully diluted basis; (ii) with respect to the Offer and the acquisition of Securitas Direct, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in ESML Intressenter s opinion, are acceptable; (iii) neither the Offer nor the acquisition of Securitas Direct, is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision, public authority decision or similar circumstance, which is actual or could reasonably be anticipated, outside the control of ESML Intressenter and which ESML Intressenter could not reasonably have foreseen at the time of the announcement of the Offer; (iv) that, save as publicly announced by Securitas Direct prior to the date the Offer was announced or as otherwise disclosed in writing to ESML Intressenter prior to that date, ESML Intressenter does not discover that any information publicly disclosed by Securitas Direct or other wise made available to ESML Intressenter is materially inaccurate or misleading or that any material information which should have been publicly disclosed by Securitas Direct has not been so disclosed; (v) there being no circumstances, which ESML Intressenter did not have knowledge about at the time of the announcement of the Offer, that have occurred that have a material adverse effect upon Securitas Direct s sales, results, liquidity or equity; (vi) that Securitas Direct does not engage in any actions that are typically aimed at worsening the conditions for the successful completion of the Offer; and (vii) that no other offeror announces an offer for Securitas Direct on terms more favorable to the Securitas Direct shareholders. ESML Intressenter reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not fulfilled or can not be fulfilled. However, with regard to conditions (ii) (vi), such withdrawal will only be made provided that the lack of fulfillment of such condition is of material importance to ESML Intressenter s acquisition of shares in Securitas Direct. ESML Intressenter reserves the right to waive, in whole or in part, one or more of the conditions above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance. 1) The Offer by ESML Intressenter is not contingent on financing. Each of SäkI, MSAB and Latour have committed to contribute all of its shares in Securitas Direct to ESML Intressenter in connection with completion of the Offer. These shares shall, accordingly, be included when calculating whether condition (i) above has been fulfilled. Acceptance Shareholders in Securitas Direct and holders of warrants that are subject to the Offer whose holdings are registered in their own names with VPC AB ( VPC ) (the Swedish Central Securities Depository) and who wish to accept the Offer must during the period from 4 December 2007 to 11 January 2008 sign and submit or send a duly completed acceptance form to: Nordea Bank AB (publ) Svarspost Stockholm Acceptance forms must be submitted or sent by mail, preferably in the enclosed prepaid envelope, in sufficient time prior to the final acceptance day in order to be received by Nordea Bank AB (publ) no later than (CET) on 11 January 1) Notice of completion of the Offer and any such waiver or reduction of the minimum acceptance level will be announced by ESML Intressenter by means of a press release in accordance with applicable rules and regulations. 8

12 Terms and conditions Acceptance forms may also be submitted to bank offices or other securities firms in Sweden for forwarding to Bank in sufficient time prior to the final day of the acceptance period. Please note that shares or warrants must be registered on the relevant VP account at the latest at the time when the acceptance form is submitted to Nordea in order for the acceptance to be valid. This means that the latest day for acquiring shares or warrants while enabling acceptance of the Offer during the ordinary acceptance period with certainty is 8 January VP account and details of current holdings of shares and warrants will be provided on the pre-printed acceptance form mailed together with this offer document. The shareholders and holders of warrants, respectively, should check that the information on the acceptance form is correct. Please note that incomplete or improperly filled out acceptance forms may be disregarded. Additional acceptance forms will be provided by Nordea, tel Information and application forms are also available on Nordea s website ( Shareholders and holders of warrants in Securitas Direct accepting the Offer, authorize and direct Nordea to deliver their shares and warrants in Securitas Direct to ESML Intressenter in accordance with the terms and conditions in the Offer. Nominee registered holdings Shareholders and holders of warrants in Securitas Direct whose holdings are registered in the name of a nominee will not receive this offer document or an acceptance form. Acceptance is instead to be made in accordance with instructions from the nominee. Pledged holdings If shares or warrants are pledged, the pledgee must also complete and sign the submitted acceptance form. Acknowledgement of acceptance After the duly completed acceptance form has been received and registered, the shares and the warrants will be transferred to a newly opened, blocked VP account (a non-cash transfer account) in the owner s name. In connection therewith, VPC will send a statement ( VP statement ) showing the withdrawal of the shares and warrants from the original VP account, and a VP statement that shows the deposit in the newly opened VP account in the owner s name. Settlement Settlement of the Offer will begin as soon as ESML Intressenter has announced that the conditions to the Offer have been satisfied or that ESML Intressenter otherwise has resolved to complete the Offer. Assuming that such an announcement is made no later than 15 January 2008 it is estimated that settlement will begin on or about 18 January Settlement of the Offer will be arranged by sending a settlement note to those who have accepted the Offer. If the relevant shares in Securitas Direct are registered with a nominee, the settlement note will be sent by that nominee. The Offer amount will be credited to the deposit account linked to the VP account in which the shares and warrants, respectively, in Securitas Direct were registered. Where shareholders and holders of warrants do not have a deposit account linked to their VP account or if the account is defective, the amount will be credited by a payment note. In conjunction with the settlement of the Offer, the shares or warrants, respectively, will be withdrawn from the blocked VP account, which is then closed. No VP statement will be sent out in conjunction hereto. If the shares are registered in the name of a nominee, the statement will be sent to the nominee. Note that if the shares or warrants, respectively, in Securitas Direct are pledged, the payment will be made to the bank account linked to the pledge account. Right to extend the Offer ESML Intressenter reserves the right to extend the acceptance period, as well as the right to defer the date for settlement. 1) Right to withdraw an acceptance of the Offer Shareholders or holders of warrants in Securitas Direct have the right to withdraw their acceptances of the Offer. To be valid, such withdrawal must have been received in writing by Nordea (at the address above) before announcement that the conditions to the Offer have been satisfied, or if such announcement has not been made during the acceptance period, not later than (CET) on the last day of the acceptance period. Shareholders or holders of warrants in 1) Notice of any such extension or deferral will be announced by ESML Intressenter by means of a press release in accordance with applicable rules and regulations. 9

13 Terms and conditions Securitas Direct holding nominee registered shares or warrants wishing to withdraw acceptance shall do so in accordance with instructions from the nominee. If any conditions to the Offer, which ESML Intressenter may waive, remain during any extension of the Offer, the right to withdraw an acceptance will apply in the same manner throughout any such extension of the Offer. Compulsory purchase, de-listing, market for shares and liquidity As soon as possible following ESML Intressenter s acquisition of shares representing more than 90 percent of the shares before as well as after fully diluted basis in Securitas Direct, ESML Intressenter intends to call for compulsory purchase of the then outstanding minority shares and outstanding warrants, if any, in Securitas Direct. In connection hereto, ESML Intressenter intends to request the de-listing of the Securitas Direct shares from the OMX Nordic Exchange Stockholm. The purchase of shares pursuant to the Offer will reduce the number of shares that might otherwise trade publicly and may reduce the number of holders of shares, before as well as after initiation of compulsory purchase, or, if the compulsory purchase process is not initiated. This could affect the liquidity and market value of the remaining shares held by shareholders other than ESML Intressenter. ESML Intressenter cannot predict whether the reduction in the number of shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the shares or whether it would cause future market prices to be greater or less than the Offer Price. If ESML Intressenter waives the 90 percent acceptance condition and purchases shares pursuant to the Offer, depending on the number of shares purchased pursuant to the Offer Securitas Direct may no longer meet the requirements of the OMX Nordic Exchange Stockholm for continued listing and the Securitas Direct share may, therefore, be delisted by resolution of the OMX Nordic Exchange Stockholm. If as a result of the purchase of shares pursuant to the Offer Securitas Direct no longer meets the requirements of the OMX Nordic Exchange Stockholm for continued listing and the listing of the Securitas Direct share is discontinued as aforesaid, the market for the shares could be adversely affected. Questions regarding the Offer For questions regarding the Offer, please contact Nordea, tel Information is also available on Nordea s website ( 10

14 Description of ESML Intressenter and its financing ESML Intressenter is indirectly owned by EQT (circa 64 percent), SäkI (circa 8 percent), MSAB (circa 10 percent) and Latour (circa 17 percent). ESML Intressenter s corporate registration number is ) The company was registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 13 February ESML Intressenter was a so-called shelf company (Sw. lagerbolag) and was acquired by the present owners on 12 November 2007 for the purpose of serving as the offeror. ESML Intressenter has never conducted and at present does not conduct any business and its sole business purpose is to make the Offer and take all actions to finance and complete the Offer and operate as the parent company of Securitas Direct. SäkI, MSAB and Latour will transfer all their series A and B shares into ESML Intressenter if the Offer is completed. ESML Intressenter has entered into binding financing commitments, consisting of equity contributions (including subordinated shareholder loans) from EQT, SäkI, MSAB and Latour as well as debt facilities arranged by Bank of Scotland plc, Dresdner Kleinwort Limited, The Royal Bank of Scotland plc and Skandinaviska Enskilda Banken AB (publ) as mandated lead arrangers, and underwritten by Bank of Scotland plc, Dresdner Bank AG (London Branch), The Royal Bank of Scotland plc and Skandinaviska Enskilda Banken AB (publ), together with a fund advised by MezzVest and investment funds advised by Partners Group also underwriting the mezzanine financing (together the Lenders ). EQT, SäkI, MSAB and Latour have undertaken to capitalise ESML Intressenter with an amount approved by the Lenders as the capital base for the abovementioned financing. No more than the agreed maximum amount of SEK 5.5 billion towards the purchase price will be available irrespective of the outcome of the Offer. The Offer is not subject to any conditions concerning the availability of financing. ESML Intressenter has entered into binding credit agreements for the debt financing from the Lenders regarding the consideration in the Offer that is to be financed through external debt financing. The remainder will be financed by EQT and SäkI, MSAB and Latour through equity contributions (including subordinated shareholder loans) to ESML Intressenter. EQT, SäkI, MSAB and Latour have made no further financing commitment to the Lenders, and the Lenders will have no other recourse against EQT, SäkI, MSAB and Latour in relation to ESML Intressenter s financing after EQT, SäkI, MSAB and Latour s capitalisation of ESML Intressenter is completed as described above. Drawdown pursuant to the credit commitment is subject to the conditions for the Offer being satisfied or waived (where such waivers require consents from the Lenders in certain circumstances, including any waiver of or lowering of the 90 percent condition threshold). Besides the aforementioned, the credit commitment does not include any conditions relating to Securitas Direct or its business and is otherwise subject only to conditions which ESML Intressenter and its owners in practice control, and to limited other conditions (such as it not becoming illegal for the Lenders to provide funding, and the loan documentation remaining legal and binding), which are customary for a credit facility of this kind. The conditions to drawdown which ESML Intressenter and its owners in practice control, and which ESML Intressenter cannot invoke in relation to the Offer, essentially relate to: z that ESML Intressenter is capitalized by EQT, SäkI, MSAB and Latour with agreed equity (including subordinated shareholder loans) (such capitalisation being subject to the bank credit being available for drawdown) and that EQT, SäkI, MSAB and Latour continue to control ESML Intressenter ; z that ESML Intressenter acts in compliance with the Offer and laws and regulations relating to the Offer; z that ESML Intressenter perfects the agreed pledge over the shares acquired in Securitas Direct as well as the pledges over required bank account and over certain intra-group loans; and z that ESML Intressenter is not in breach of any of certain limited key representations, undertakings, and events of default under the loan documentation (including that ESML Intressenter is not insolvent or repudiating its obligations) In ESML Intressenter s opinion the conditions for drawdown which ESML Intressenter and its owners in practice control will be met, due to, among other things, the fact that ESML Intressenter at present does not conduct any business and has been established only for the purpose of the Offer and the financing and completion thereof, and further due to ESML Intressenter s general duty under the Offer to take appropriate measures in order to satisfy all conditions within its control. 1) ESML Intressenter AB, undergoing name change from Lagrummet April Nr 74 AB, is a Swedish limited company domiciled in Stockholm. Its address is c/o Advokatfirman Vinge KB, Box 1703, Stockholm. 11

15 Description of ESML Intressenter and its financing Certain related party information Gustaf Douglas is a member of Securitas Direct s Board of Directors and is also Chairman of the Board of Directors of Latour and SäkI. Ulrik Svensson is a member of Securitas Direct s Board of Directors and is also the CEO of MSAB. Due to the above, ESML Intressenter has concluded that the OMX Nordic Exchange Stockholm s rules on so-called MBO offers will apply. Neither Gustaf Douglas nor Ulrik Svensson will participate in the independent committee that has been appointed by the Board of Directors of Securitas Direct to evaluate the Offer and to resolve on other issues in relation hereto. 12