INvItAtION tO SubScRIbE fOR ShARES In RezIdoR Hotel GRoup AB

120 Pages·2014·2.9 MB·English

INvItAtION tO SubScRIbE fOR ShARES
In RezIdoR Hotel GRoup AB (puBl)
SOLE MANAGER
IMPORtANt NOtIcE
the Offering in brief ence and, thus, forms a part of the financial information of Rezidor: (1) the Company’s audited con-
Unless otherwise indicated or the context otherwise requires, “Rezidor” or the “Company” refer to solidated financial statements as of and for the financial year ended December 31, 2013, prepared in
the parent company of the group, Rezidor Hotel Group AB (publ), and its consolidated subsidiaries at accordance with IFRS, including the auditor’s report (pages 37–83 in the 2013 annual report); (2) the
any given time. As used in this offering circular (the “Offering Circular”), the “Offering” means the Company’s audited consolidated financial statements as of and for the financial year ended Decem-
invitation to the Company’s existing shareholders to subscribe for up to 24,386,817 new shares in ber 31, 2012, prepared in accordance with IFRS, including the auditor’s report (pages 39–79 in the
Rezidor (the “New Shares”) with preferential right (the “Subscription Rights”) in proportion to their 2012 annual report); and (3) the Company’s audited consolidated financial statements as of and for
holding of shares (the “Shares”) on April 29, 2014 (the “Record Date”) at the subscription price of the financial year ended December 31, 2011, prepared in accordance with IFRS, including the audi-
SEK 22.30 per New Share (the “Subscription Price) during the period from and including May 5, 2014 tor’s report (pages 8–57 in the 2011 annual report). The financial information incorporate into this
to and including May 21, 2014 (the “Subscription Period”). References to paid subscribed shares Offering Circular has been audited by Deloitte AB, with Thomas Strömberg as auditor in charge. The
(“BTAs”) mean any interim shares issued on payment of the Subscription Price and prior to the regis- audit reports, which are included in the annual reports for each relevant year, contain no remarks.
tration of the New Shares with the Swedish Companies Registration Office (Sw. Bolagsverket). Rezidor adopted the revised “IAS 19 Employee Benefits” standard on January 1, 2013. The
References to the “Sole Manager” or “SEB” mean Skandinaviska Enskilda Banken AB (publ). For a amendments to IAS 19 change the accounting for defined benefit plans and termination benefits.
definition of certain other terms used throughout this Offering Circular, see “Definitions.” The most significant change relates to the accounting for changes in defined benefit obligations
and plan assets. The amendments require all actuarial gains and losses to be recognized immedi-
Information to investors ately through other comprehensive income, which means that the corridor approach is eliminated in
The Offering and this Offering Circular are governed by Swedish law. The courts of Sweden have order for the net pension asset or liability recognized to reflect the full value of the plan deficit or
exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with the Offering surplus. Furthermore, the interest cost and expected return on plan assets used in the previous ver-
and this Offering Circular. A prospectus in the Swedish language has been approved and registered sion of IAS 19 have been replaced with a net interest amount, which is calculated by applying the
by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) in accor- discount rate to the net defined benefit liability or asset. Rezidor has applied the revised IAS 19 retro-
dance with the provisions of Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments spectively and comparative consolidated financial information as of and for the year ended Decem-
Trading Act (1991:980) (Sw. lagen (1991:980) om handel med finansiella instrument). Approval and ber 31, 2012 has been restated. The restated financial information presented herein is unaudited.
registration by the SFSA does not imply that the SFSA guarantees the factual information provided The comparative financial information included in the consolidated statements as of and for the year
in the Swedish language prospectus or herein is correct or complete. This Offering Circular is a ended December 31, 2011 has not been restated. The impact of the application of the amendments
translation of the prospectus prepared in the Swedish language. Except for certain additional infor- to IAS 19 is presented in “Operating and financial review—Changes in accounting treatment” as well
mation included for the benefit of non-Swedish shareholders, this Offering Circular is, in all material as in note 23 to the Company’s annual report for the financial year 2013, incorporated into this Offer-
respects, a translation of the Swedish language prospectus. In case of any discrepancies between ing Circular by reference.
different language versions, the Swedish language prospectus shall prevail. Rezidor presents its financial statements in euro. In this Offering Circular, (i) references to “euro,”
Prospective investors should only rely on the information in this Offering Circular. No person is or “EUR” or “€” are to the single currency of the participating Members States in the Third Stage of the
has been authorized to give any information or to make any representation regarding the Offering European Economic and Monetary Union pursuant to the Treaty establishing the European Com-
other than those contained in this Offering Circular and, if given or made, such information or repre- munity, (ii) references to “Swedish krona” or “SEK” are to the lawful currency of Sweden, (iii) refer-
sentation must not be considered as having been so authorized. No representation or warranty, ences to “U.S. dollars” or “$” are to the lawful currency of the United States of America, (iv) referenc-
express or implied, is made by the Sole Manager as to the accuracy or completeness of such infor- es to “Norwegian krone” are to the lawful currency of Norway, (v) references to “Danish krone” are to
mation, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or the lawful currency of Denmark, (vi) references to “Swiss Franc” are to the lawful currency of Switzer-
representation by the Sole Manager as to the past, present or future. The Sole Manager does not land, and (vii) references to “Pound Sterling” are to the lawful currency of United Kingdom. Refer-
assume responsibility for the accuracy or completeness of this Offering Circular and, accordingly, ences to “MEUR” are to millions of euro.
disclaims to the fullest extent permitted by applicable law, any and all liability, whether arising in tort, Certain amounts and percentages included in this Offering Circular have been rounded and
contract or otherwise, which it might otherwise be found to have in respect of this Offering Circular accordingly may not add up to the total.
or any such statement. Information given or representations made in connection with the Offering
that are inconsistent with those contained in this Offering Circular are invalid. The information con- forward-looking statements
tained herein is current as of the date of this Offering Circular. In particular, neither the delivery of this This Offering Circular contains certain forward-looking statements. Such statements, certain of
Offering Circular, nor the offer, sale or delivery of the Subscription Rights, the BTAs or the New which can be identified by the use of forward-looking terminology such as “aim,” “anticipate,”
Shares mean that no adverse changes have occurred or events have happened, which may or could “assume,” “believe,” “continue,” “can,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,”
result in an adverse effect in the Company’s business, financial condition or results of operations. In “may,” “might,” “plan,” “potential,” “predict,” “projected,” “should,” “will” or “would” or, in each case,
making an investment decision, each investor must rely on their own examination, analysis and their negative, or other variations or comparable terminology, or by discussions of strategy, plans or
enquiry of the Company and the terms of the Offering, including the merits and risks involved. Nei- intentions, involve a number of risks and uncertainties. Such forward-looking statements are neces-
ther the Company nor the Sole Manager, nor any of their respective affiliated parties or representa- sarily dependent on assumptions, data or methods that may be incorrect or imprecise and that may
tives, is making any representation to any offeree, subscriber or purchaser of the Subscription be incapable of being realized. Forward-looking statements relate to, among other things, future
Rights, the BTAs or the New Shares regarding the legality of an investment in the Subscription financial returns, earnings, costs, as well as plans and expectations with respect to the business and
Rights, the BTAs or the New Shares by such offeree, subscriber or purchaser under the laws appli- management of Rezidor, future growth and profitability and general economic and regulatory envi-
cable to such offeree, subscriber or purchaser. Each investor should consult their own advisors ronment and other matters affecting Rezidor. They appear in a number of places throughout this
before purchasing the Subscription Rights, or subscribing for the New Shares. Investors are Offering Circular and include statements regarding the Company’s intentions, beliefs or current
required to make their independent assessment of the legal, tax, business, financial and other con- expectations concerning, among other things, results of operations, financial condition and perfor-
sequences of a purchase of the Subscription Rights or subscription of the New Shares. They are also mance, liquidity, working capital, cash flows, the impact of measures taken to improve operational
required to make their independent assessment of the risks involved in the purchase of the Sub- efficiency and profitability of Rezidor, the impact of regulation, general economic trends, the com-
scription Rights or subscription of the New Shares. petitive environment in which Rezidor operates, prospects, growth, strategies and the industry in
The distribution of this Offering Circular, the exercise of the Subscription Rights, the offer of the which Rezidor operates. By their nature, forward-looking statements involve risks and uncertainties
BTAs and the New Shares, as well as the sale of the BTAs and the New Shares, is subject to restric- because they relate to events and depend on circumstances that may or may not occur in the future.
tions imposed by law (such as registration, admission, qualification or other regulations). No action Although the Company believes the expectations implied by these forward-looking statements are
has been or will be taken by the Company or the Sole Manager to permit the possession or distribu- reasonable, all forward-looking statements address matters that involve risks and uncertainties,
tion of this Offering Circular (or any other offering or publicity materials or application form(s) relating and the Company cautions readers that forward-looking statements are not guarantees of future
to the Offering) in any jurisdiction where such distribution may otherwise lead to a breach of any law performance and are based on numerous assumptions and that Rezidor’s actual business, results of
or regulatory requirement. Accordingly, neither this Offering Circular nor any advertisement or any operations and financial condition, and the development of Rezidor’s geographic markets and the
other offering material may be distributed or published in any jurisdiction except under circumstanc- industry in which Rezidor operates, may differ materially from (and be more negative than) those
es that will result in compliance with any applicable laws and regulations. The Company and the Sole made in or suggested by the forward-looking statements contained in this Offering Circular.
Manager require persons into whose possession this Offering Circular comes to inform themselves Readers are cautioned not to place undue reliance on such forward-looking statements, which
of and to observe all such restrictions. Neither the Company nor the Sole Manager accept any legal speak only as of the date hereof. Prospective investors are urged to read this Offering Circular,
responsibility for persons, who have obtained this Offering Circular in violation of these restrictions, including the sections entitled “Risk factors,” “Rezidor’s business,” “Industry overview,” “Operating
irrespective of whether these persons are prospective subscribers or purchasers of the New and financial review” and “Interim report for the period January 1—March 31, 2014” for a more com-
Shares, the BTAs and/or the Subscription Rights. This Offering Circular does not constitute an offer plete discussion of the factors that could affect Rezidor’s future performance and the industry in
to sell the Subscription Rights, the BTAs or the New Shares to any person in any jurisdiction in which which Rezidor operates. In light of these risks, uncertainties and assumptions, the forward-looking
it is unlawful to make such offer to such person, or a solicitation of an offer to buy the Subscription events described in this Offering Circular may not occur. The Company expressly disclaims any
Rights, the BTAs or the New Shares from a person in a jurisdiction in which it is unlawful to make such obligation or undertaking to update these forward-looking statements contained in the document
solicitation. The Subscription Rights, the BTAs and the New Shares have not been recommended by to reflect any change in its expectations or any change in events, conditions or circumstances on
any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing which such statements are based unless required to do so by applicable law or the NASDAQ OMX
authorities have not confirmed the accuracy or determined the adequacy of this Offering Circular. Stockholm’s Rulebook for Issuers. All subsequent written and oral forward-looking statements
Any representation to the contrary is a criminal offence in the United States. The securities referred attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety
to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended by the cautionary statements referred to above and contained elsewhere in this Offering Circular,
(the “Securities Act”), and may not be offered or sold in the United States absent registration under including those set forth in the section “Risk factors.”
the Securities Act or an exemption there from. No public offering of the securities referred to herein
is being made in the United States. Industry data
Rezidor has not authorized any offer to the public of securities in any Member State of the Euro- This Offering Circular contains statistics, forecasts, data and other information relating to markets,
pean Economic Area other than Sweden (and any other jurisdiction into which the Offering will be market sizes, market positions and other industry data pertaining to Rezidor’s business and indus-
passported). With respect to each Member State of the European Economic Area other than Swe- try. Unless otherwise indicated, such information has been extracted from a market report (the
den (and any other jurisdiction into which the Offering will be passported) and which has imple- “Report”) commissioned from HVS International (“HVS”). All third-party data, including the Report,
mented Directive 2003/71/EC (the “Prospectus Directive”) (each, a “Relevant Member State”), no has been accurately reproduced, and, as far as Rezidor is aware and is able to ascertain from infor-
action has been undertaken or will be undertaken to make an offer to the public of securities requir- mation published by such relevant third party, no facts have been omitted which would render the
ing publication of a prospectus in any Relevant Member State. As a result, the securities may only be reproduced information inaccurate or misleading. Industry publications or reports, including the
offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Report, generally state that the information they contain has been obtained from sources believed
the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospec- to be reliable, but the accuracy and completeness of such information is not assured. Rezidor has
tus Directive. not independently verified and cannot give any assurance as to the accuracy or completeness of
See further “Selling and transfer restrictions.” industry data contained in this Offering Circular that were taken or derived from the Report or any
other third party publication or report. Industry data and statistics may be predictive and subject to
Presentation of financial information uncertainty and may be subject to subjective interpretations and are not necessarily reflective of
Unless otherwise indicated, the financial information presented in this Offering Circular has been actual or future market conditions. Such information and statistics are based on market research,
derived from the Company’s historical consolidated financial information prepared in accordance which itself is based on sampling and subjective judgments by both the researchers and the respon-
with International Financial Reporting Standards as adopted by the European Union (“IFRS”) and the dents, including judgments about what types of products and transactions should be included in the
Swedish Annual Accounts Act (1995:1554) (Sw. årsredovisningslagen (1995:1554)). This Offering relevant market. As a result, prospective investors should be aware that the market and industry
Circular contains the Company’s unaudited interim report for the three months ended March 31, data and forecasts and estimates of industry data included in this Offering Circular may not be reli-
2014, as well as audited consolidated financial statements as of and for the years ended December able indicators of Rezidor’s future results of operations.
31, 2013, 2012 and 2011. The following information is incorporated into this Offering Circular by refer-
table of contents
Table of contents
Summary ...................................................................................... 2 Summary of the Offering
Risk factors .................................................................................. 13 Preferential Each Share entitles the holder thereof to
right one (1) Subscription Right, and six (6) Sub-
Invitation to subscribe for
scription Rights entitle the holder to sub-
New Shares in Rezidor Hotel Group AB (publ) ................... 22
scribe for one (1) New Share. The Compa-
Background and reasons ........................................................ 23 ny’s shareholders have a preferential right
to subscribe for New Shares in relation to
Terms, conditions and instructions ....................................... 24
the number of Shares held on the Record
Industry overview ...................................................................... 28 Date. Subscription by exercise of Sub-
scription Rights shall be made during the
Rezidor’s business .................................................................... 36 Subscription Period by way of cash pay-
ment of the Subscription Price. Where all
Selected financial information ............................................... 53
New Shares have not been subscribed for
Operating and financial review .............................................. 57 by virtue of Subscription Rights, the Board
of Directors shall resolve on the allocation
Capitalization and indebtedness .......................................... 76
of New Shares subscribed for without
Interim report for the period preferential right. See “Terms, conditions
January 1—March 31, 2014 ....................................................... 77 and instructions.”
Board of Directors, management and auditors .................. 96 Subscription
Price SEK 22.30 per New Share
Corporate governance ............................................................ 100
Record Date April 29, 2014
Share capital and ownership structure ................................ 103
Subscription
Articles of Association ............................................................. 105 Period May 5 – 21, 2014
Legal considerations and trading in
Subscription
supplementary information ..................................................... 106
Rights May 5 –16, 2014
Tax issues in Sweden ............................................................... 110
trading in btAs May 5 –30, 2014
Selling and transfer restrictions ............................................. 112
trading symbol Shares and New Shares: “REZT”
Definitions ................................................................................... 115 Subscription Rights: “REZT TR”
Addresses ................................................................................... 116 BTAs: “REZT BTA”
ISIN Shares and New Shares: SE0001857533
Subscription Rights: SE0005932514
BTAs: SE0005932522
The Subscription Rights are expected to have an
economic value. In order not to lose the value of the
Subscription Rights, holders must either exercise the
Subscription Rights received and subscribe for
New Shares no later than May 21, 2014, or sell the
Subscription Rights received, but not exercised, no
later than May 16, 2014.
Please note that for shareholders with nominee-
registered shareholdings, subscription for New Shares
is made through, and in accordance with instructions
from, the nominee or, where applicable, nominees.
1
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
Summary
Summaries are made up of disclosure requirements known as “elements.” these elements are
numbered in Sections A–e (A.1–e.7). this summary contains all the elements required to be included
in the summary for this type of securities and the issuer. Because some elements are not required to
be addressed, there may be gaps in the numbering sequence of the elements. even though an
element may be required to be inserted in the summary because of the type of securities and the
issuer, it is possible that no relevant information can be given regarding the element. In this case, a
short description of the element is included in the summary with the mention of “not applicable.”
Section A—Introduction and warnings
A.1 Introduction and this summary should be read as an introduction to the offering Circular. each decision to invest in
warnings securities should be based on an assessment by the investor of the offering Circular in its entirety.
Where statements in respect of information contained in the offering Circular are challenged in a
court of law, the plaintiff investor may, in accordance with Member States’ national legislation, be
forced to pay the costs of translating the offering Circular before legal proceedings are initiated.
under civil law, only those individuals who have produced the summary, including translations
thereof, may be enjoined, but only if the summary is misleading, incorrect or inconsistent with the
other parts of the offering Circular or if it does not, together with other parts of the offering Circular,
provide key information to help investors when considering whether to invest in the securities.
A.2 financial not applicable. Financial intermediaries are not entitled to use the offering Circular for subsequent
intermediaries trading or final placement of securities.
Section b—Issuer and any guarantor
b.1 Legal and the Company’s legal name is Rezidor Hotel Group AB (publ), corporate registration number
commercial name 556674-0964. the Company’s Shares are listed on nASdAQ oMX Stockholm under the trading
symbol “Rezt.”
b.2 Domicile and the Company is domiciled in Stockholm, Sweden. the parent company of the Rezidor group,
legal form Rezidor Hotel Group AB (publ), is a Swedish public limited liability company. the Company’s form
of association is governed by the Swedish Companies Act (2005:551).
b.3 Description of Rezidor is a leading international hotel management company with more than 76,000 rooms in
the issuer’s current operation and more than 18,400 rooms under development in 69 countries across europe, the
operations Middle east and Africa as of March 31, 2014.
Rezidor operates two core hotel brands: Radisson Blu, a first-class, full-service hotel brand
targeting the upper upscale segment, and park Inn by Radisson, a modern midscale brand. In 2014,
Rezidor announced together with Carlson the intention to launch two additional brands: Radisson
Red, an upscale “lifestyle select” brand, and Quorvus Collection, a traditional luxury brand.
Rezidor is a hotel management company and does not own any hotel properties (except in four
cases, where Rezidor has provided a portion of equity in return for a management contract or
otherwise operates through an affiliate company). All hotels in the Company’s portfolio are either
operated by Rezidor under a lease or management agreement or by a separate operator using
one of the Rezidor Brands under a franchise agreement. excluding hotels under development, of
the 340 hotels in the portfolio as of March 31, 2014, 70 were leased, 179 were operated under
management agreements and 91 under franchise agreements.
2
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
b.3 Description of Rezidor’s operations are organized into the following four geographic segments:
the issuer’s current
•• Nordic Region: denmark, Finland, Iceland, norway and Sweden.
operations
cont. •• Rest of Western Europe: Austria, Belgium, France, Germany, Greece, Ireland, Italy, luxemburg,
Malta, the netherlands, portugal, Spain, Switzerland and the united Kingdom.
•• Eastern Europe: Azerbaijan, Bulgaria, Croatia, the Czech Republic, estonia, Georgia, Hungary,
Kazakhstan, latvia, lithuania, Macedonia, Mongolia, poland, Romania, Russia, Serbia, Slovakia,
turkey, ukraine and uzbekistan.
•• Middle East, Africa and Other: Algeria, Angola, Bahrain, Benin, China, egypt, ethiopia,
Gabon, Ghana, Guinea, Ivory Coast, Jordan, Kenya, Kuwait, lebanon, libya, Mali, Morocco,
Mozambique, nigeria, oman, Qatar, Rwanda, Saudi Arabia, Senegal, Sierra leone, South Africa,
tunisia, the united Arab emirates and zambia.
In 2013, Rezidor had on average a total of 5,360 employees.
b.4a trends demand in the hospitality industry generally follows, on a lagged basis, the overall macroeconomic
development. Following the downturn resulting from the global economic and financial crisis in
2008–2009, the travel and tourism industry has experienced a slow recovery with signs of normal-
ity returning in 2012 and 2013 as a result of growth in the global economy and increased consumer
spending. In 2012, the number of international arrivals surpassed one billion visitors globally for the
first time. Worldwide tourist arrivals are expected by World travel & tourism Council to continue to
increase by an average CAGR of 3.3% in 2010–2030, with new regions or countries, such as China,
providing for an increase in outbound tourism. RevpAR levels (as defined in B.7) are still generally
slightly below pre-crisis levels, in particular in europe with the ongoing eurozone crisis. However,
the Company’s management expects the prevailing positive trends in average rates and occupancy
levels to continue. Rezidor’s management believes that the Company is well-positioned to capture
the benefits from a growing travel and tourism industry.
the following main trends are expected by HVS to drive the global hospitality sector forward in
the medium- to long-term:
•• Millennial travelers: the millennial, or post 1980s generation, are expected to account for one-
half of all travelers by 2020 and bring with them vastly different travel habits and expectations
than previous generations. to meet the expectations of the millennial traveler and succeed in
the long term, leading brands are continuing to invest in developing new or adapting existing
brands.
•• Select-service and budget hotels: As the global economy and tourism sector continue to
recover, many travelers are still showing pre-recession preferences for limited/select-service
hotels that offer compelling value propositions. According to HVS, demand for this budget sec-
tor is significantly exceeding supply and select-service pipelines are now beginning to grow.
these types of hotels are also becoming increasingly popular with investors and developers,
due to lower upfront costs and higher operating margins.
•• Outbound tourism growth from bRIc and MINt countries: BRIC (Brazil, Russia, India and
China) nations are expected by HVS to be the primary drivers of tourism growth globally over
the next five years. According to HVS, China became the largest tourism expenditure country
($102 billion) in 2012, with spending increasing by approximately 40% on 2011. Hotel chains are
trying to adapt to this new type of traveler. In addition to the BRIC nations, the MInt (Mexico,
Indonesia, nigeria and turkey) countries have also recently been identified as prospective
growth markets that are expected by HVS to report similar growth rates as the BRIC nations
have had over the past few years. As all these economies continue to grow and develop, an
emerging middle class with an increasing disposable income is expected to begin to travel
more frequently.
b.5 Description of Rezidor Hotel Group AB (publ), the parent company of the group, owns, directly or indirectly,
the group 88 subsidiaries and associated companies worldwide.
b.6 Ownership the table below sets forth information on the shareholding in the Company as registered in the
structure book-entry share registration system administered by euroclear Sweden AB as of March 31, 2014.
except as disclosed below, as of March 31, 2014, there were no other physical or legal persons who
held 5% or more of the Shares and votes of the Company.
percentage of Shares and votes
Shareholders number of Shares outstanding in the Company1)
Carlson Shareholders2) 75,044,733 51.3%
Handelsbanken Fonder AB re JpMl 9,416,596 6.4%
Robur 8,288,893 5.7%
Jp Morgan 7,830,411 5.4%
1) As of the date of this offering Circular, Rezidor holds 3,681,138 of its Shares, equivalent to 2.45% of the total number of Shares in the
Company. Consequently, there are a total of 146,320,902 Shares outstanding as of the date of this offering Circular.
2) Carlson Summit, Inc. and Carlson Hotels, Inc.
3
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
b.6 Ownership As of the date of this offering Circular, the Carlson Shareholders own together 51.3% of the issued
structure and outstanding Shares in Rezidor (Rezidor holds 3,681,138 of its Shares). the Carlson Shareholders
cont. are owned and controlled by Carlson, which owns the hotel trademarks used by Rezidor in its
operations. Four of the eight members of the Board of directors are considered not to be indepen-
dent, as they are related to Carlson (but independent as to the Company). Accordingly, Carlson
have a significant influence not only in relation to matters subject to Board approval but also in
relation to matters submitted to a vote of all shareholders, including matters such as declarations
of dividends, capital increases, amendments to the Articles of Association and the election and
dismissal of the members of the Board of directors and whether or not to enter into certain transac-
tions. the Carlson Shareholders have undertaken, subject to customary conditions, to subscribe
for their pro rata share of the offering.
b.7 Selected historical the tables below present selected historical consolidated financial information for the Company
key financial as of and for the for the three months ended March 31, 2013 and 2014 that has been derived from
information the Company’s unaudited condensed consolidated interim financial statements included else-
where in this offering Circular, and as of and for the years ended december 31, 2011, 2012 and
2013 that has been derived from the Company’s consolidated audited financial statements incor-
porated into this offering Circular by reference. the Company’s consolidated financial statements
have been prepared in accordance with IFRS and the Swedish Annual Accounts Act (1995:1554)
(Sw. årsredovisningslagen (1995:1554)).
Rezidor adopted the revised “IAS 19 employee Benefits” standard on January 1, 2013. the
amendments to IAS 19 change the accounting for defined benefit plans and termination benefits.
the most significant change relates to the accounting for changes in defined benefit obligations
and plan assets. the amendments require all actuarial gains and losses to be recognized immedi-
ately through other comprehensive income, which means that the corridor approach is eliminated
in order for the net pension asset or liability recognized to reflect the full value of the plan deficit or
surplus. Furthermore, the interest cost and expected return on plan assets used in the previous
version of IAS 19 have been replaced with a net interest amount, which is calculated by applying
the discount rate to the net defined benefit liability or asset. Rezidor has applied the revised IAS 19
retrospectively and comparative consolidated financial information as of and for the year ended
december 31, 2012 has been restated. the restated financial information presented herein is unau-
dited. the comparative financial information included in the consolidated statements as of and for
the year ended december 31, 2011 has not been restated.
Selected consolidated statement of operations
three months ended March 31, Year ended december 31,
MeuR 2014 2013 2013 2012 2012 2011
(restated)
(unaudited) (audited) (unaudited) (audited) (audited)
Revenue 211.4 207.1 919.5 923.7 923.7 864.2
Costs of goods sold for Food & drinks and
other related expenses (13.1) (12.9) (54.9) (62.3) (66.5) (65.5)
personnel cost and contract labor (79.7) (78.5) (315.1) (320.1) (315.8) (303.1)
other operating expenses (53.3) (53.3) (217.6) (225.4) (225.4) (207.5)
Insurance of properties and property tax (3.6) (3.7) (14.9) (15.6) (15.6) (13.6)
Operating profit before rental expense and
share of income in associates and before depre-
ciation and amortization, costs due termination/
restructuring of contracts and gain on sale of
shares and tangible assets (EbItDAR) 61.7 58.7 317.0 300.3 300.5 274.6
Rental expense (62.3) (62.0) (238.5) (252.0) 252.0 (242.1)
Share of income in associates and joint ventures (0.2) 0.5 2.1 2.4 2.4 2.6
Operating profit before depreciation and
amortization, costs due to termination/restruc-
turing of contracts and gain on sale of shares and
tangible assets (EbItDA) (0.8) (2.8) 80.7 50.7 50.8 35.1
depreciation and amortization (7.3) (7.2) (29.6) (30.1) (30.1) (31.6)
Write-downs and reversal of write-downs (0.4) — (5.0) (12.3) (12.3) (11.6)
Costs due to termination/restructuring of contracts — — (1.9) (9.4) (9.4) —
Operating profit/loss (EbIt) (8.5) (10.0) 44.2 (1.1) (0.9) (7.7)
Financial income 0.2 0.3 0.9 1.2 1.2 1.4
Financial expense (0.8) (0.5) (2.6) (2.2) (2.2) (2.4)
Profit/loss before tax (9.1) (10.2) 42.4 (2.0) (1.9) (8.6)
Income tax (1.2) (1.0) (19.3) (15.0) (15.0) (3.3)
Profit/loss for the period (10.3) (11.2) 23.2 (17.0) (16.8) (11.9)
4
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
b.7 Selected historical Selected consolidated statement of comprehensive income
key financial three months ended March 31, Year ended december 31,
information
MeuR 2014 2013 2013 2012 2012 2011
cont.
(restated)
(unaudited) (audited) (unaudited) (audited) (audited)
profit/loss for the period (10.3) (11.2) 23.2 (17.0) (16.8) (11.9)
Other comprehensive income:
Items that will not be reclassified subsequently to
profit or loss:
Actuarial gains and losses (8.4) 13.0
tax on actuarial gains and losses 2.2 (3.5)
Items that may be reclassified subsequently to
profit or loss:
Currency differences on translation of foreign
operations 0.5 (1.0) (9.0) (2.9) 2.9 1.3
tax on currency differences on translation of
foreign operations (0.0) 0.2 0.5 (0)
Fair value gains and losses on cash flow hedges (0.2) — 0.3 —
tax on fair value gains and losses on cash flow
hedges 0.1 — (0) — 1.3
Other comprehensive income for the period,
net of tax 0.4 (12.0) (14.6) 12.4 2.9 0.2
total comprehensive income for the period (9.9) (12.0) (8.6) (4.7) (14.0) (11.7)
Selected consolidated balance sheet statements
As of March 31, As of december 31,
MeuR 2014 2013 2013 2012 2012 2011
(restated)
(unaudited) (audited) (unaudited) (audited) (audited)
Assets
Intangible assets 67.3 71.0 68.2 72.1 72.0 73.6
tangible assets 125.5 112.9 125.3 112.5 112.4 109.4
Financial assets 15.2 36.0 14.6 34.4 36.3 34.1
deferred tax assets 28.5 30.7 28.6 30.0 28.9 31.6
total non-current assets 236.5 250.6 236.7 249.0 249.8 248.8
Inventories 4.9 4.9 4.8 5.0 5.0 4.7
other current receivables 132.0 117.0 129.1 108.7 100.1 107.1
other short term investments 3.0 3.0 4.1 4.2 4.2 3.5
Cash and cash equivalents 9.8 9.2 6.9 8.6 8.6 9.8
Assets held for sale 12.5 — 12.9 — — 3.1
total current assets 162.4 134.1 145.0 126.5 117.9 125.1
total assets 398.9 384.7 381.7 375.4 376.3 373.8
Equity and liabilities
Equity 144.3 134.1 155.0 145.8 149.9 164.7
non-current liabilities 40.3 44.7 41.0 40.8 41.5 30.4
Current liabilities 214.3 205.9 185.7 188.9 184.9 171.9
total liabilities 254.6 250.6 226.7 229.7 226.4 209.1
total equity and liabilities 398.9 384.7 381.7 375.4 376.3 373.8
Selected consolidated statement of cash flows
three months ended March 31, Year ended december 31,
MeuR 2014 2013 2013 2012 2011
(unaudited) (audited)
Cash flow from operating activities (12.4) (8.4) 54.6 16.5 14.1
Cash flow from investing activities (6.1) (7.8) (48.8) (41.5) (39.5)
Cash flow from financing activities 21.4 16.8 (7.2) 23.7 8.5
cash flow for the period 2.9 0.6 (1.5) (1.3) (17.0)
5
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
B.7 Selected historical Selected segment information
key financial Three months ended March 31, Year ended December 31,
information
MEUR 2014 2013 2013 2012 2012 2011
cont.
(restated)
(unaudited) (audited) (unaudited) (audited) (audited)
Revenue
Nordic Region 102.2 98.3 421.7 427.2 427.2 396.1
Rest of Western Europe 94.8 94.8 432.2 436.2 436.2 420.6
Eastern Europe 6.8 6.7 37.8 36.4 36.4 30.6
Middle East, Africa and Other 7.6 7.3 27.7 23.8 23.8 16.9
Total 211.4 207.1 919.5 923.7 923.7 864.2
EBITDA
Nordic Region 6.8 7.4 55.5 51.5 51.7 48.4
Rest of Western Europe (5.0) (6.6) 26.9 7.9 7.9 4.5
Eastern Europe 2.5 2.6 23.4 25.3 25.3 20.6
Middle East, Africa and Other 5.0 4.5 17.2 13.9 13.9 10.3
Central costs (10.1) (10.7) (42.3) (47.9) (47.9) (48.8)
Total (0.8) (2.8) 80.7 50.7 50.8 35.1
EBIT
Nordic Region 2.7 3.0 38.3 33.0 33.2 31.3
Rest of Western Europe (8.6) (9.2) 8.1 (24.1) (24.1) (20.7)
Eastern Europe 2.5 2.5 23.1 24.2 24.2 20.3
Middle East, Africa and Other 5.0 4.4 17.0 13.7 13.7 10.2
Central costs (10.1) (10.7) (42.3) (47.9) (47.9) (48.8)
Total (8.5) (10.0) 44.2 (1.1) (0.9) (7.7)
Key performance indicators
Three months ended March 31, Year ended December 31,
2014 2013 2013 20121) 2011
(unaudited) (unaudited)
Financial key figures2)
EBITDAR Margin, % 29.2 28.3 34.5 32.5 31.8
EBITDA Margin, % (0.4) (1.4) 8.8 5.5 4.1
EBIT Margin, % (4.0) (4.8) 4.8 (0.1) (0.9)
Return on capital employed, % 33.4 Neg. Neg.
Return on equity, % 15.4 Neg. Neg.
Share related key figures2)
Basic average number of shares 146,320,902 146,320,902 146,315,374
Diluted average number of shares 148,123,048 146,320,902 147,034,833
Basic earnings per share, EUR 0.16 (0.12) (0.08)
Diluted earnings per share, EUR 0.16 (0.12) (0.08)
Proposed dividend per share, EUR — — —
Operational key figures2)
Number of hotels3) 340 338 337 338 325
Number of rooms3) 76,073 74,235 75,277 74,006 70,766
Number of employees4) 5,360 5,452 5,230
Occupancy, %5) 66.4 64.2 62.7
RevPAR, EUR5) 61.3 61.9 69.2 67.4 63.0
1) The financial key figures presented herein for the financial year ended December 31, 2012, are based on restated figures.
2) Definitions of key figures are found in below.
3) Includes leased, managed and franchised hotels in operation.
4) Includes consolidated entities (leased hotels and administrative units).
5) Based on reported figures (not like-for-like). Includes leased and managed hotels in operation.
6
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
b.7 Selected historical Definitions of key figures
key financial Central Costs
information Central Costs represent costs for corporate and regional functions, such as executive Manage-
cont. ment, Finance, Business development, legal, Investor Relations, technical development, Human
Resources, operations, It, Brand Management & development, and purchasing. these costs are
incurred to the benefit of all hotels within the Rezidor group, i.e. leased, managed and franchised.
EBIT
operating profit before net financial items and tax.
EBIT Margin
eBIt as a percentage of revenue.
EBITDA
operating profit before depreciation and amortization, costs due to termination/restructuring of
contracts and gain on sale of shares and tangible assets.
EBITDA Margin
eBItdA as a percentage of revenue.
EBITDAR
operating profit before rental expense and share of income in associates and before depreciation
and amortization, costs due termination/restructuring of contracts and gain on sale of shares and
tangible assets.
EBITDAR Margin
eBItdAR as a percentage of revenue.
Occupancy (%)
number of rooms sold in relation to the number of rooms available for sale.
Return on capital employed
operating profit, excluding restructuring costs and impairment losses divided by average capital
employed.
Return on equity
profit for the period, attributable to equity holders of the parent as a percentage of average
shareholders’ equity, excluding minority interests.
Revenue
All related business revenue (including rooms revenue, food & drinks revenue, other hotel
revenue, fee revenue and other non-hotel revenue from administration units).
RevPAR
Revenue per Available Room—Rooms revenue in relation to rooms available.
financial development in summary
during the first quarter of 2014, Rezidor’s revenue was €211.5 million as compared to €207.1 million
during the corresponding period 2013. the increase was primarily attributable to two new leased
hotels in Copenhagen (existing hotels converted from management contracts) and the timing of
easter. the strengthening of the euro had a negative impact on revenue. eBItdA during the first
quarter of 2014 was €(0.8) million as compared to €(2.8) million during the corresponding period
2013. the improvement is explained mainly due to the timing of easter and released provision of
€1.4 million. As a result of these circumstances, eBIt improved from €(10.0) million during the first
quarter of 2013 to €(8.5) million during the first quarter of 2014.
In 2013, Rezidor’s revenue was €919.5 million as compared to €923.7 million in 2012. the
decrease was primarily attributable to the termination of nine lease agreements in 2012 and the
adverse impact of the weakening of many of the Company’s operational currencies against the
euro in 2013. In 2013, the Company’s eBItdA was €80.7 million as compared to €50.7 million in
2012. the Company’s improved eBItdA was primarily attributable to the increased proportion of
high-margin, fee-based revenue as a result of the termination on nine lease contracts in 2012,
combined with positive effects from implemented cost savings initiatives under Route 2015 and
project FIt. the difference between 2013 and 2012 is further explained by the incurrence of non-
recurring consultancy costs of €5.6 million in 2012, as well as a €2.3 million write-down of fee
receivables in the second quarter of 2012. As a result of these circumstances, eBIt improved from
€(1.1) million during the first quarter of 2013 to €44.2 million during 2013. eBIt was also positively
affected by lower write-downs on fixed assets as well as lower costs for termination of contracts.
7
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)
Summary
b.7 Selected historical In 2012, Rezidor’s revenue was €923.7 million as compared to €864.2 million in 2011. the increase
key financial was primarily attributable to the growth of the Company’s fee-based operations as reflected in
information the increased number of hotels under management contracts, positive RevpAR development in
cont. eastern europe, the Middle east and Africa, as well as the positive impact of the strengthening of
many of the Company’s operational currencies against the euro. In 2012, the Company’s eBItdA
was €50.8 million as compared to €35.0 million in 2011. the improvement is explained mainly due
to positive effects from implemented measures under the Company’s Route 2015 turnaround pro-
gram launched in the end of 2011 including the termination of nine unprofitable lease contracts.
As a result mainly of these circumstances, eBIt was improved from €(7.7) million in 2011 to €(0.9)
million in 2012.
Significant changes since March 31, 2014
on April 17, 2014, the Company’s Board of directors determined the final terms of the offering. on
April 24, 2014, the Annual General Meeting approved the Board of director’s resolution regarding
the offering. Besides the foregoing, no significant events has occurred since March 31, 2014.
b.8 Selected key pro not applicable. the offering Circular does not contain any pro forma financial information.
forma financial
information
b.9 Profit forecast not applicable. the offering Circular does not contain any profit/loss forecast.
b.10 Qualifications in not applicable. there are no qualifications in the audit reports.
the audit report
b.11 Sufficient Rezidor is of the opinion that its available working capital is sufficient for its present requirements,
working capital that is, for at least the next twelve months following the date of this offering Circular.
Section c—Securities
c.1 type and class of the offering comprises new Shares in Rezidor. the Company has one series of Shares.
securities being the ISIn number of the Company’s Shares and the new Shares is Se0001857533.
offered / Security
identification
number
c.2 Denomination As of the date of this offering Circular, the Company’s share capital amounts to €10,000,000
divided into a total of 150,002,040 Shares. the Company’s Shares and the new Shares are thus
denominated in euro.
the stock market price of the Shares and the Subscription price of the new Shares are in
Swedish krona.
c.3 Number of shares As of the date of this offering Circular, the Company’s share capital amounts to €10,000,000
issued divided into a total of 150,002,040 Shares, each with a quota value of €0.067. provided that all
new Shares are subscribed for in the offering, the number of Shares in the Company will increase
from 150,002,040 Shares to 174,388,857 Shares.
c.4 Rights attached to the Company’s Articles of Association provide for a single class of Shares. All Shares carry the
the securities same voting rights and each person is entitled to vote in respect of the total number of Shares
owned and represented by him/her without limitation as to the total number of votes.
If the Company issues new shares, warrants or convertibles in conjunction with a cash issue or
an issue by way of set-off, the shareholders shall have a preference right to subscribe for such
securities in proportion to the number of shares held by them prior to the issue.
All Shares in the Company carry equal rights to dividends and the Company’s assets and any
surpluses in the event of liquidation. the new Shares entitle the holders thereof to participate in
the distribution of dividends for the first time on the record date that occurs immediately following
the registration of the new Shares with the Swedish Companies Registration office
(Sw. Bolagsverket).
c.5 Restrictions on free not applicable. the Shares and the new Shares are not subject to any restrictions on
transferability transferability.
c.6 Admission to the new Shares will be admitted to trading on nASdAQ oMX Stockholm.
trading
c.7 Dividend policy the Board of directors has adopted a dividend policy which provides that the Board of directors
shall propose for approval at the Annual General Meeting of shareholders a dividend payment
which shall equal approximately one-third of annual after-tax income, subject, in each case, to the
assessment of the Board of directors of factors such as the Company’s long-term growth and
earnings trends as well as the need for sufficient liquidity and Rezidor’s financial position in
general.
In light of the intention to strengthen the Company’s balance sheet, the Board of directors
proposed no dividend for the year ended december 31, 2013.
8
Invitation to subscribe for shares in Rezidor Hotel Group AB (publ)