Takeover Offer to Shareholders of Heimavellir hf.

2. April 2020

On 10 March 2020 Fredensborg ICE ehf. (the “Offeror”) acquired 7,168,946,995 shares in Heimavellir hf. (“Heimavellir”), which represents 63.72% of the total issued share capital of Heimavellir. Prior to the acquisition the Offeror held 10.22% of Heimavellir's shares and following the acquisition the Offeror holds 73.94% of total shares, issued by Heimavellir.

The said acquisition triggers a mandatory takeover offer, i.e. an obligation for the Offeror to offer all shareholders of Heimavellir to buy their shares in the company, pursuant to article 100 of Act, no. 108/2007, on Securities Transactions (the “Act”), more precisely chapters X and XI of the Act. Fredensborg Ice ehf., which is an Icelandic private limited liability company, in full (100%) ownership of the Norwegian company Fredensborg AS, submits this takeover bid pursuant to terms and conditions presented in an offer document, dated 6 April 2020 (the “Offer Document”).


The offer is made to all shareholders holding shares, issued by Heimavellir, not already owned by the Offeror or held in treasury by Heimavellir, at close of business on 3 April 2020. Shareholders registered in the share registry of Heimavellir at the end of business day on 3 April will be provided with Offer Document, an acceptance form and addressed envelope for offer acceptance. The offer is not made to shareholders that will be registered as shareholders in Heimavellir following close of business at 3 April 2020. The abovementioned documents will also be accessible at Arctica Finance hf., Katrínartún 2, 105 Reykjavík (“Arctica Finance”) and the Offer Document will also be accessible on Arctica Finance website, Furthermore, it has been requested that the Offer Document will be accessible at Heimavellir's website,

Manager of the offer process

Arctica Finance hf., Corporate Finance, reg. no. 540509-1820, Katrínartún 2 – 15th floor, 105 Reykjavík, has been engaged by the Offeror to manage the offer process on behalf of the Offeror. Fur further information please contact Jón Þór Sigurvinsson, tel. 895 9242.

Offer price and payment

The offer price is ISK 1.5 for each unencumbered share, issued by Heimavellir. The offer price is equal to the highest price paid by the Offeror for shares in Heimavellir in the preceding six (6) months prior to the obligation to submit this offer arose and is higher than the price per share of shares in Heimavellir on the immediate preceding business day prior to the obligation to submit this offer arose. Payment for shares in respect of which acceptances are received will be made in the form of cash consideration in ISK, deposited into the respective shareholder's bank account specified in the acceptance form or otherwise, the bank account connected with the shareholders' depository account in which the shareholders' shares in Heimavellir are held. Payment will be made to offerees that have accepted the offer no later than five (5) business days after the expiration of the offer period. 

Offer period

The offer is valid from 9:00 am on 6 April 2020 until 17:00 pm on 15 June 2020. The acceptance form must be received by Arctica Finance or at the website no later than at 17:00 on the said date. Each shareholder intending to accept the offer is responsible for the due delivery of the acceptance form. The Offeror reserves the right, in its sole discretion, to determine whether an acceptance form which has not been duly completed within the offer period constitutes a valid acceptance of the offer. The offer period may be extended as permitted by the Act.

Intended delisting of Heimavellir's shares

Following completion of this offer the Offeror intends to seek a delisting of shares, issued by Heimavellir, from regulated markets. If the shares will be delisted there will not by any public trading of shares in Heimavellir and it is very likely that no active market will exist for the shares. 

The Offer Document does not contain any advice on behalf of the Offeror or Arctica Finance and the Offerees are encouraged to seek appropriate advice.

Offer documents will be available as of Monday, April 6 2020