Maisha PLC
05 January 2007
Maisha PLC ('the Company')
Name to be changed to Nordic Panorama plc
REVERSE TAKEOVER & ADMISSION TO AIM
Following the extraordinary general meeting ('EGM') yesterday, the Company has
successfully completed the reverse takeover of Maisha PLC ('Maisha') and its
shares have been admitted to trading on AIM today.
The Company has issued 798,319,328 new Ordinary shares at 2.38 pence per share.
The Company now has 822,162,575 ordinary shares in issue with an initial market
capitalisation of £19.6 million at the issue price.
Overview of Nordic Panorama
Nordic Panorama consists of the businesses of Vradal Panorama Eiendom AS ('VPE')
and Vradal Panorama Skisenter AS ('VPS'), Norwegian based businesses involved in
the operation of a ski resort and the sale and rental of chalets and log cabins
in the resort area of Vradal.
Company Highlights
• For the half year ended 30 June 2006 the businesses of VPE and VPS made
an operating profit of NOK 23.5m (£1.95m) on revenues of NOK 60.7m (£5.04m)*
• Vradal is a small community of natural beauty in southern Norway within
close proximity to major Norwegian cities such as Oslo and Stavanger. Its
mountains and lakes attract tourists year round from both Norway and abroad
offering skiing in winter and leisure activities in summer.
• VPE rents and sells chalets and log cabins within Vradal.
• VPS is the operator of the ski resort at Vradal and, in addition, sells
land plots within the resort area - resort includes ski slopes, ski rental,
ski preparation and shops
• VPE and VPS benefit from favourable agreements with the landowners and
maintain full control over the infrastructure.
• Sole representation of chalet manufacturer in Norway
• Company expected to benefit from increase in tourism and significant
uplift in demand for holiday and second homes
*assumes an exchange rate of NOK 12.04 = £1
Tore Svendsen, Chief Executive of Nordic Panorama, commented:
'We are delighted with today's admission to AIM and look forward to the next
stage in Nordic Panorama's development. This is an exciting business that offers
the very best in year round activities in the beautiful surroundings of Vradal
as it aims to become one of the major ski and summer resorts in Norway. There
are few areas that benefit from snow covered slopes in the winter and sandy
beaches and lakes in the summer.
'The complementary businesses of VPE and VPS will provide a robust offering of
plot sales, chalet and log cabin sales, the resort operation and holiday home
rental.
'The Company expects to benefit not only from the new ferry links to the area
but also from the heightened demand for holiday and second homes in Norway,
which is greatly exceeding the number of available properties. In the medium to
long term there are over 50 other resorts in Norway which the company may decide
to look at as complementary acquisitions.'
For further information, contact:
Maisha plc via Threadneedle Communications:
Tore Svendsen, CEO 020 7936 9605
HB Corporate 020 7510 8600
Imran Ahmad
Luke Cairns
Cecil Jordaan
Threadneedle Communications 020 7936 9605
Graham Herring
Josh Royston
Share Issue Statistics
Number of Ordinary Shares in issue before the Acquisition 23,843,247
Number of Consideration Shares to be issued as consideration
under the Acquisition Agreement 798,319,328
Number of Ordinary Shares in issue on Admission following the
Acquisition 822,162,575
Consideration Shares as a percentage of the Enlarged Share
Capital 97.10%
Market capitalisation of the Company at the Issue Price on
Admission £19,567,469
International Security Identification Number (ISIN) GB0007279341
Change of Name
The Company's name was changed to Nordic Panorama plc from Maisha PLC following
approval at the EGM on 4 January 2007.
Change of Address of Registered Office
The Company's registered office was changed from Centurion House, 37 Jewry
Street, London EC3N 2ER to 7 Cork Street, Mayfair, London, W1S 3LJ.
Change of Accounting Reference Date
The Company's accounting reference date has been changed to 31 December. Its
next accounting period will be the 16 month period ending 31 December 2007.
Lock-ins
Great Southern Limited and E.C. Capital Limited have entered into lock-in
agreements agreeing, subject to certain exceptions, not to dispose of its
interest in 23,949,581 and 7,983,193 shares respectively for a period of 12
months form Admission and thereafter for a period of 12 months each will observe
certain limited orderly market provisions.
Board of Directors
Mumtaz Khan, aged 65, non-executive Chairman,
Mumtaz commenced his career in 1963 with Pakistan Burmah Shell Limited, where he
was International Sales Manager when he left in 1975. Between 1976 and 1980 Mr
Khan was Managing Director of Pakistan Services Limited, owners of
Intercontinental hotels in Pakistan. Since 1980, he has been Managing Director
of Hascombe Limited, a commodity trading company dealing in crude oil and
petroleum products. He is also a Director of Sigma Motors (Pvt) Limited,
distributors of Land Rover vehicles in Pakistan. He joined the board of Maisha
as a Non-executive Director on 21 May 1999, became Chief Executive on 1 April
2000 and was appointed as a Non-executive Director on 16 May 2003.
Tore Svendsen, aged 46, Chief Executive Officer,
Tore Svendsen is currently Chief Executive Officer of VPE and VPS. In the last
12 years Tore has run two different design and advertising agencies specialising
in developing retail concepts for a range of clientele. He was a nation wide
(Norway) marketing manager for Tefal (1986-1988) and LEGO (1988-1994) and has
built up substantial knowledge and experience in marketing and brand building.
Tore Svendsen has a BA honours degree in Business Organisation from the Heriot
Watt University in Scotland.
Petter Johnsen, aged 51, Chief Operating Officer,
Petter Johnsen is currently Chief Operating Officer of VPE and VPS. He is the
founder and part owner of Vradal Panorama. He also founded VPS in 1978, which
subsequently acquired Vradal Panorama in 1991. Petter was educated as an
engineer and has substantial knowledge and experience in ski lift
infrastructure. He was also one of the leading suppliers of used ski lifts in
Norway. Petter is a major shareholder (holding 80 per cent. of the shares) of
Vradal JP sro which is a company incorporated in the Czech Republic in August
1999. Vradal JP sro is an export company, exporting mainly to Norway and France
and holds the distributorship for Sykora, the 2nd largest producer of kitchens
for the Scandinavian countries. Other products Vradal JP sro exports are
building materials, such as wooden materials (beams etc), tiles, kitchen,
stoneware, glasses and playground facilities. Between 1975 and 1978 Petter was
Operations Manager at Gautefall Alpinsenter AS which is another ski resort he
helped to develop.
Norman Lott, aged 51, Finance Director,
Norman is an associate of the Institute of Chartered Accountants in England &
Wales and has a BA (Hons) from Southampton University. He qualified in 1980 with
Ernst & Whinney and joined Peat Marwick Mitchell & Co in their Hong Kong office
in 1981. From 1984 onwards he held a number of senior financial positions in the
service related industry and has been involved in public company floats. He is
currently a part time Finance Director of ReGen Therapeutics Plc and acts in an
advisory capacity as a financial consultant in the private sector.
Kjetil Johnsen, aged 29, Executive Director,
Kjetil Johnsen is currently Department Manager at VPS. He is responsible for the
ski slopes and snow production at the resort. Kjetil Johnsen is the son of
Petter Johnsen. He has a diploma in Marketing from BI Handelshoyskolen in
Gjovik.
Per Christian Voss, aged 49, non-executive Director,
Per Christian Voss is currently Chief Executive Officer of Blefjell Hospital. He
is also chairman of the board of Remida AS (real estate), a member of the board
in Vekst Notodden AS (incentive working program for people with disabilities)
and a member of the board of the Norwegian Red Cross. He was previously a vice
president of the publicly listed (The stock exchanges in Oslo, Paris, London,
Frankfurt and Zurich) company Norsk Hydro ASA. Per Christian Voss has a Masters
in Science of Business from Handelshoyskolen Bodo.
John Edward Abraham Mocatta, aged 70, non-executive Director
John Mocatta is a chartered accountant with 40 years experience at board level
in a wide range of quoted and private companies. Since 1982 he has specialised
in providing strategic planning and corporate finance advice and assistance to
the owners and management of expanding private companies. During the last five
years he has masterminded and managed the admission of four companies to the AlM
as well as being involved in acquisition and fund raising activities for several
private companies. He is currently a non-executive director of ARC Risk
Management Group Plc.
Business
VPS is the operator of the ski resort at Vradal in Norway and, in addition,
sells land plots within the resort area. VPS sells plots to VPE for subsequent
development and resale. The plots are sold at cost to VPE and no profit is made
on these intercompany transactions. VPE rents and sells chalets and log cabins
within Vradal. All four activities are closely linked and contribute to the
ongoing growth and sustainability of the businesses. The more plots that are
sold the more chalets and log cabins that are likely to be built which, in turn,
will provide a greater pool of properties for potential rental income and,
potentially, more visitors.
Property development now plays a dominant part in the overall businesses of VPE
and VPS, not only in terms of the profit generated from selling plots, chalets
and log cabins, but also in terms of the resulting increase in the number of
visitors to the resort year round, thus providing growth in the resort business.
Strategy
Currently, the strongest performing activities at Vradal Panorama are the sales
of both plots and chalets and log cabins. The Directors' strategy is to increase
the speed of sales and the building process. Rather than selling plots and
chalets before they are built, VPS and VPE plan to build new chalets and log
cabins continuously and sell them according to availability.
The Directors also intend to acquire additional land adjoining the existing
Vradal Panorama resort.
In addition, the Directors intend to increase the number of chalets and log
cabins available for rental which, in turn, should result in a similar growth in
the sales of lift-cards. In conjunction with this VPS intends to develop a new
online booking system, making it possible for holidaymakers to book stays at the
resort directly on the internet. It is also intended to undertake a strategic
marketing campaign of the Vradal Panorama brand particularly in Denmark, which
is the major overseas market for holidaymakers visiting Vradal Panorama.
Information on VPE and VPS
Background and history
The ski resort at Vradal Panorama was originally acquired by Vradal Skisenter AS
(now VPS) in 1991. VPS was incorporated in May 1990. At the time of the
acquisition by VPS, Vradal Panorama was a small resort comprising a 2-seat
chairlift, an old cafe building and some ski slopes. A few kilometres from the
ski resort there were two hotels providing accommodation for tourists.
Since 1991, Vradal Panorama has been developed into a modern ski resort,
offering skiing for all abilities from beginners to experienced skiers. The
opening of the world's first 8-seat chairlift at Vradal Panorama in February
1998 was the first major step taken to develop Vradal Panorama into a major
resort in the southern region of Norway.
VPE was incorporated in February 2000 as Vradal Eiendom AS to build and sell
chalets and log cabins, as distinct from the operation of the resort, which is
carried out by VPS.
The traditional ski-resort business at Vradal Panorama now includes ski rental,
a ski preparation workshop, a shop operation of one chair lift, four pull lifts
and 15 ski slopes. The management of the two cafeterias situated at Vradal
Panorama is outsourced.
In addition to the further development of the core ski resort business, over the
last few years Vradal Panorama has expanded into property development and
catering for operator-organised holidays. This expansion has seen a significant
increase in profitability. As anticipated, extensive investment in modern
facilities and infrastructure for the ski resort has increased demand for
chalets and log cabins in the immediate vicinity of the slopes and lifts. The
majority of the chalets and log cabins at Vradal Panorama have been built with
ski in/out facilities or are situated within a few hundred metres walking
distance of the chairlift.
As well as the operation of the Vradal Panorama resort, the principal activities
of VPE and VPS are plot sales within the resort area, chalet and log cabin sales
and chalet and log cabin rentals. All four activities are closely linked and
contribute to the ongoing growth and sustainability of the businesses. The more
plots that are sold the more chalets and log cabins that are likely to be built
which, in turn, will provide a greater pool of properties for potential rental
income and, potentially, more visitors.
Property development now plays a dominant part in the overall businesses of VPE
and VPS, not only in terms of the profit generated from selling plots, chalets
and log cabins, but also in terms of the resulting increase in the number of
visitors to the resort year round, thus providing growth in the resort business.
Vradal
Vradal is a small community situated in an area of natural beauty in southern
Norway, approximately 200 kilometres from the Norwegian capital of Oslo. The
combination of mountains and lakes attracts tourists all year-round. The
opportunities for leisure activities in Vradal are numerous, with skiing,
hiking, fishing, swimming, cycling, climbing, riding, hunting, camping and
various water sports available.
Vradal Panorama is easily accessible from major cities and ports. The travelling
time by road from Oslo and its suburbs is less than three hours. There are also
good links from the ferry ports in Larvik, Kristiansand and Sandefjord. These
ferry ports, as well as Torp Airport in Sandefjord allow access to tourists from
overseas markets. In addition, several smaller Norwegian cities are situated
less than two hours drive from Vradal. In the winter season (January to April)
2006 the municipality of Kviteseid, in which Vradal is one of the main tourist
areas, attracted 7,797 overnight stays in rented cabins and camping sites, an
increase of 112.6 per cent from 2005. Foreign guests accounted for 3,589 of
these nights.
The resort covers approximately 395 acres with over 15 kilometres of ski slopes
comprising 15 ski runs of varying difficulty.
The market for holiday homes
Introduction
The Norwegian market for holiday and second homes is at a historical peak, with
almost 10,000 units (new and old) already having been sold in 2006. Prices for
these homes rose by 23 per cent from quarter three of 2005 to quarter three of
2006 and are growing faster than prices for residential homes in general. Last
year, the average price increase in holiday and second homes was 15 per cent.
In the Directors' opinion, there are two main reasons for this development:
•demand for second homes is greatly exceeding the number of available
properties. Although more than 80,000 Norwegian families say they plan to
buy a second home in Norway this year, the availability of second homes
means that only approximately 10,000 families will be able to buy such a
home.
•it is predicted by Statistics Norway that the private economy in Norway
will continue to grow until 2009 (being the latest year for which
predictions have been made), mainly because of continuing low inflation and
salary growth as a result of a tight labour market. The Directors believe
that demand for holiday and second homes will therefore continue to grow.
Market segments and size
The market for holiday homes in Norway can be divided into three categories
based on location: coastal properties, mountain properties and inland
properties. Market Research published by Prognosesenteret in June 2005 found
that 49 per cent of respondents had a coastal property at their disposal, 44 per
cent a mountain property and 22 per cent an inland property. These responses
indicate that some Norwegian families have more than one property at their
disposal. The responses showed that 42.6 per cent of properties are located on
the coast, 38.3 per cent in the mountains and the remaining 19.1 per cent in
inland areas. Given that part of Vradal Panorama is situated on a mountain
altitude and part in a lowland area with nearby lakes, the resort potentially
attracts buyers of both mountain and inland properties.
At the beginning of 2006 there were 379,169 holiday and second homes in Norway.
For the past few years approximately 5,000 new chalets and log cabins have been
built each year with the speed of development increasing substantially over the
last two years. In 2005 approximately 6,300 holiday homes were completed. This
figure is expected to increase further in 2006 and in future years.
This increase in the rate of development is demand driven. Demand has been
fairly stable for several years causing the average price of holiday homes to
increase considerably, as there has been insufficient supply to meet this
demand.
Market Advantages
The Directors believe that the most important factors in the market for mountain
cabins are:
• the distance from the chalet to a modern ski resort. Visitors generally
look for a good lift capacity (no queues) and a sufficient number of
exciting slopes. Properties with prime locations have ski in/out facilities.
As many of the larger resorts have only a small number of plots remaining,
it is expensive to obtain ski in/out properties at these resorts. At Vradal
Panorama all the new plots have ski in/out facilities.
• travelling time. The shorter the time, the more frequent the use of
holiday homes at weekends. The majority of potential buyers live in the
greater Oslo area or in one of the cities along the coastline on the east
and west sides of the Oslofjord.
A study carried out by the 'Norsk institutt for naturforskning' (Norwegian
Institute for Nature Research) in 2005 found that 47 per cent of current second
homeowners live between three and five hours travelling time from their cabins.
A further 40 per cent live between one and three hours travelling time from
their cabins and only 7 per cent live less than an hour's travelling distance.
Vradal Panorama is within a three hour drive from several major cities and
ports, including the high population density area of Oslo and its suburbs.
• year round availability (winter and summer activities available) A
property in Vradal, due to the climate and range in altitude, can be used
for approximately ten to eleven months a year. Not all resorts can offer the
same, as many are highland or lowland resorts, rather than both.
This information is provided by RNS
The company news service from the London Stock Exchange