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Jelmoli (JMLIF.PK) Corporate news announcement processed and transmitted by Hugin ASA. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- -------------- The expert appointed by the arbitral tribunal in the Tivona litigation submits its draft for the valuation opinion to the arbitral tribunal and, on the basis of generally accepted valuation principles, provisionally appraises the upper bound of the enterprise value of Tivona AG to be CHF 149 201 000.-
The expert appointed by the arbitral tribunal to conduct the valuation of the Tivona share has now submitted its draft for the valuation opinion. According to that draft:
* the consolidated enterprise value of Tivona AG (100%) as at January 9, 2003 established in accordance with generally accepted valuation principles ranges between CHF 130 300 000.- and CHF 149 201 000.-; * the consolidated enterprise value of Tivona AG as at December 31, 2003, valued on the basis of the contract and its interpretation by Jelmoli Holding Ltd, amounts to CHF 60 940 000.-; * the consolidated enterprise value of Tivona AG as at December 31, 2003, valued on the basis of the contract and its interpretation by the claimants amounts to CHF 180 499 000.-
Pursuant to the holding of the arbitrament of June 22, 2007 referred to below and on the basis of the draft opinion, among the above-mentioned values the amount of CHF 60 940 000.- would be relevant if the arbitral tribunal were to follow the interpretation of the contract by Jelmoli Holding Ltd; otherwise, the relevant value would be capped at CHF 149 201 000.-, i.e. the upper bound of the spread of values calculated in accordance with generally accepted valuation principles (see 2 (b) below).
The values mentioned in the draft expert opinion are to be seen before the background that the claimants argue a consolidated enterprise value 2003 of Tivona AG (100%) of about CHF 910 mio. whereas Jelmoli Holding Ltd considers this value to be excessive by more than the factor 10.
The parties to the proceedings may now comment on the draft expert valuations in the course of the arbitration proceedings. Thereafter, the expert will render the definite opinion. The arbitral tribunal will then, following the termination of the taking of evidence, determine the relevant value in its final award. The latter may become, upon appeal by one of the parties, the subject of a limited review by the Federal Supreme Court.
As a part of the further procedure, the arbitral tribunal will also decide upon the further claims for payment of CHF 38.25 mio. (plus interest) in aggregate for contract penalties and the compensation for dividend payments requested by the claimants as well as the claim by Jelmoli Holding Ltd for payment of approx. CHF 120 mio. (plus interest).
New composition of the Executive Committee
With effect from July 2, 2008, the Board of Directors of Jelmoli Holding Ltd constituted its Executive Committee. Michael Müller, member of the Board of Directors, has been appointed Chairman and Christopher Chambers, Chairman of the Board of Directors, has been made a member of the Executive Committee. Messrs. Harald Pinger and Walter Fust resigned from the Executive Committee as at the same date.
Explanatory remarks regarding Tivona As made public earlier, shareholders of Tivona AG (hereinafter "claimants") had commenced a lawsuit before an arbitral tribunal in Zurich. Since 2001 Jelmoli Holding Ltd owns 44.5% of the share capital in Tivona AG, while the claimants hold 55.5%. The claimants assert against Jelmoli Holding Ltd a claim of about CHF 505 mio. for the remaining 55.5% of Tivona AG (to be paid for in the form of Jelmoli shares calculated on the basis of a price of about CHF 997.- and CHF 201.- per bearer share and registered share, respectively or, as an alternative pleading, in cash), contract penalties and dividend since July 15 (excluding), 2004.
By an arbitrament of June 22, 2007 the arbitral tribunal, inter alia, has held as follows:
* that Jelmoli Holding Ltd is obligated to accept delivery of the aggregate 2 738 000 Tivona shares (equivalent to 54.76% of Tivona AG) put by certain claimants to Jelmoli Holding Ltd on January 9, 2003, in exchange for the transfer, at Jelmoli Holding Ltd's option, of Jelmoli registered shares and/or Jelmoli bearer shares, to each of those claimants corresponding to the respective number of Tivona shares tendered; and * that the number of Jelmoli registered shares and/or Jelmoli bearer shares is determined pursuant to the following formula: (2 738 000 x value of Tivona share) divided by the value of one Jelmoli bearer share or Jelmoli registered share, respectively, whereby this formula is to be based on the following value determinants:
* The value of the Jelmoli bearer share or Jelmoli registered share, respectively, is determined on the basis of the average market rates during the last six months preceding January 9, 2003 (reference date). * For the value of the Tivona share, the lower value prevails resulting from an evaluation of Tivona AG i. as at the end of 2003 according to the contract on the one hand, and ii. according to generally accepted valuation principles as at January 9, 2003 (reference date) on the other hand, whereby the upper bound of the spread of reasonable values calculated applies
For further details please see 2007 annual report (p. 52/53).
