FORAS HOLDING A/S

FORAS HOLDING A/S

Previous company name
DIFKO HOLDING A/S
Name change date
10/27/1995
Company Overview
Foras Holding A/S, based in Kobenhavn, is a Danish company that is mainly engaged in the ownership and operation of three shopping centres in Poland. Through an active ownership approach and a subsequent sale of the shopping centres, Foras Holding aims to generate a regular operating profit and capital gains through divestment that will provide the company’s shareholders with an attractive return. The company was founded in 1978 as Difko ApS, which was later changed into Difko Holding A/S. In 1995, the company has again changed its name into Foras Holding A/S.
Being the owner of the investment properties with a risk profile between that of a property developer and a long-term property investor, the company has a vision of optimizing its return by choosing the time to sell its properties. Until such time, the company will concentrate its efforts on improving operations in its shopping centres. Foras Holding’s competence is within its business base of investment, operation and management of shopping centres in the Polish market, which forms an integral part of its activities.
In September 2005, Meinl European Land Limited, which operates through Poloniaco ApS, has acquired the Foras Holding. The stock was delisted in October of the same year.
Business Summary
FORAS Holding owns and operates three shopping centres in Poland and a small-scale container business, which is being wound up. Through an active ownership approach and a subsequent sale of the shopping centres, FORAS Holding aims to generate a regular operating profit and capital gains through divestments that overall will provide the Company’s shareholders with an attractive return.
Description and history
FORAS Holding owns and operates three shopping centres in Poland and a small-scale container business, which is being wound up. Through an active ownership approach and a subsequent sale of the shopping centres, FORAS Holding aims to generate a regular operating profit and capital gains through divestments that overall will provide the Company’s shareholders with an attractive return.
FORAS Holding offers an attractive property investment opportunity in an eastern European country about to enter the EU, including the benefits and growth potential that lie in Poland’s EU membership and subsequent participation in the monetary union.
Being the owner of investment properties with a risk profile between that of a property developer and a long-term property investor, FORAS Holding has a vision of optimising its return by carefully choosing the time to sell its properties. Until such time, the Group will concentrate its efforts on improving operations in the three shopping centres.
FORAS Holding’s competencies within its business base of investment, operation and management of shopping centres in the Polish market are pooled in the Polish management company, which forms an integral part of the Group’s activities.

History:

1978:
DifkoTrading ApS is founded as a subsidiary of Dansk Investeringsfond. The business area includes a wide range of activities within container leasing, investment in aircraft and ships, wind farms, office property, property management and management of limited partnerships.

1989:
After the conversion into a limited liability company, Difko Holding A/S is listed on the Copenhagen Stock Exchange.

1995:
Difko Holding changes its name to FORAS Holding, and negotiations are opened with Dansk Investeringsfond on severing the two organisations in order that FORAS Holding can develop a stronger and more distinct profile.

1996-1997:
Dansk Investeringsfond acquires the subsidiaries handling the management services, and following a public tender in April 1997, the controlling interests of A shares in FORAS Holding are taken over by a consortium consisting of LD Pensions, Steen & Str?m and TK Development. At the same time, the company resolves to gradually divest all activities relating to the fields of power generation and finance. The aim is to become a pure property investment company and to focus on the core business area: Investment in shopping centre projects.

1997, April:
FORAS Holding begins expanding outside Denmark by signing an agreement to purchase the Targowek shopping centre in Warsaw, Poland.

1998, September:
The Targowek shopping centre opens in Warsaw.

1999, May:
FORAS Holding opens another shopping centre in the Polish capital, the Reduta centre. The overall gross area of the two Polish shopping centres is 26,716 sq m and their total book value stands at DKK 591.8 million.

1999, beginning of year:
By selling Dansk ButiksCenter A/S (DBC), FORAS Holding divests its Danish shopping centre interests to the Danica Group, realising proceeds of nearly DKK 400 million. As part of the sale, FORAS Holding signs an option giving the company a right of first refusal to buy, on market terms, all future shopping centre projects developed in Poland and the Czech Republic by TK Development and Steen & Str?m, or both, or by their wholly or partly owned subsidiaries. At the same time, FORAS Holding enters into an agreement for contracting two shopping centre projects in Poland, extension of the two existing shopping centres in Poland and contracting for one shopping centre project in the Czech Republic.
FORAS Holding’s vision for the Group to evolve into a significant property investment company, focusing on being an active investor in shopping centres in growth markets is hereby formed.
1999, 26 May:
At an extraordinary general meeting, it is resolved that the company’s B shares will be exchanged for A shares to optimise the basis for a capital increase. From 3 September, one B share is exchanged for 0.83 A shares.
1999, September:
The FORAS Group contracts another three projects, which are taken over during the course of the coming years.

2000, January:
A rights issue of 4,921,950 new shares of DKK 20 nominal value each is made in FORAS Holding A/S. The new shares are listed on the Copenhagen Stock Exchange on 13 January.

2000, May:
The shopping centre in Ostrava, the Czech Republic, opens.

In november 2001 the vendor has announced that the shopping centre is ready for takeover. A number of major defects has been ascertained in these lease contracts compared with the agreed terms and conditions and, consequently, FORAS Holding has informed TK Development that FORAS Holding is under no obligation to and does not intend to take over the shopping centre, as the terms and conditions should have been met by 24 November 2001.

2000, September:
The extension of Targowek I, comprising 19,800 m2, opened on 19 September 2001, but the terms and conditions for the takeover of the extension have still not been met. It remains uncertain when they will be met – largely because letting of cinemas is difficult in Poland, and the extension houses,
among other things, a cinema of 4,900 m2 that has yet to be leased.
2000, November:
At the beginning of the financial year, FORAS Holding acquired Steen & Str?m’s former shopping centre management activities in Poland and the Czech Republic.
The acquisition added considerable strength to FORAS Holding, enabling the company to maintain close contact with its tenants and enhancing its capabilities within shopping centre operations. Several activities are now handled in-house, including marketing, public relations, planning as well as events and exhibitions which creates an atmosphere that draws more customers and contributes to boosting shopping centre turnover. Moreover, shopping centre management activities comprise the operation of the shopping centres, including technical issues, operations and administration.
2000, November:
The shopping centres in Bytom, Poland, and Hradec, the Czech Republic, open.

November 2001: TK Development has announced that the shopping centre in Bytom is ready for takeover as 80.5% of the centre has been leased. FORAS Holding is now conducting a due diligence review of lease contracts, etc. The initial review of the shopping centre’s lease contracts gave rise to fundamental objections to the lease contracts, including matters relating to the term of the lease contracts and the financial standing of the tenants.
If the terms and conditions for taking over the shopping centre have not been met by 16 May 2002, FORAS Holding will be entitled to step down from the deal.
November 2001: The vendor has announced that the shopping centre in Hradec is ready for takeover. The due diligence review revealed a number of major defects compared with the agreed terms and conditions. As a result, FORAS Holding has informed the vendor that it is not prepared to take over the shopping centre. The vendor has until 24 May 2002 to remedy the defects.
2001, October:
The shopping centre in Brno covers 14,700 m2 and opened on 18 October 2001. The shopping centre is not ready for takeover. FORAS Holding has not approved the planned layout for this shopping centre, neither before nor after construction was initiated. For that reason alone, FORAS Holding believes it is entitled to decline taking over of this shopping centre. The terms and conditions for the takeover must be met by 18 April 2003.
2001, November:
The shopping centre in Sosnowiec covers 18,500 m2 and opened on 14 November 2001. The acquisition of the shopping centre comprised a cinema leased by an internationally recognised cinema operator. The cinema remains to be built. The shopping centre, including the cinema, is to be 80% leased by 14 May 2003 on lease contracts that meet with the provisions of the purchase agreements. If not, FORAS Holding may decide to step down from the deal.

2002, February
As a result of the unsettled situation regarding the takeover of shopping centres, FORAS Holding and TK Development have decided to transfer the Czech management company to TK Development A/S as at 1 January 2000.
2002, September
Agreement with TK Development concerning the takeover of shopping centres. For FORAS Holding, the agreement clarifies the situation concerning the shopping centres, securing substantially enhanced financial performance in the years ahead. The Polish Targowek II and Plejada Bytom shopping centres will be taken over at a marketbased price, and the agreement also includes an extension to the Reduta shopping centre. The three Czech shopping centres in Ostrava, Hradec and Brno will be taken over at a marketbased price if TD Development does not sell the shopping centres to a third party within the next couple of months. The agreement concerning the construction and acquisition of Best Plot in Prague has been cancelled. For the 2001/02 financial year, we forecast a loss of DKK 25 million before tax and value adjustments due to impairment charges to containers and unrealised losses on interest rate agreements.
2002, November
Agreement with TK Development, which has released FORAS Holding of its obligations to take over shopping centres in the Czech Republic.

2003, January
As part of the agreement with TK Development, FORAS Holding discontinues its management responsibilities concerning the shopping centre in Sosnowiec.
2003, December
FORAS Holding starts construction work to extend the Reduta shopping centre in Warsaw. The extension comprises 10,500 sqm. of letting space and is scheduled to open by the end of October 2004.

Acquisition

On 9 September 2005, Meinl European Land Limited, acting through PoloniaCo ApS acquired Foras Holding A/S via the recommended voluntary tender offer and the mandatory tender offer. Subsequently the stock was delisted effective October 10, 2005.

Founded in 1978 as Difko ApS

Business Line
Owns and operates three shopping centres in Poland
Subsidiary
BYTOM PROPERTY SP ZOO
Advisor
KPMG C. JESPERSEN
IPO date

US SIC Code
6519
Company Address
Trommesalen 5

City province or state postal code
1614, KOBENHAVN V
Phone: +45 33 12 46 00
Fax: +45 33 12 46 01
Country address: DENMARK
Website url: www.foras.dk