Offer to the shareholders and warrant holders in Niscayah Group AB (publ)



 Exhibit 10.1 
 



 







 THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 

This offer document, including the related acceptance form, contains important information and should be read carefully before any decision is made
with respect to the offer by Stanley Black & Decker, Inc. (“Stanley Black & Decker”), through its indirect wholly-owned subsidiary SBD Holding AB, company registration number 556853-6303, (“SBD Holding”), to the
shareholders and warrant holders in Niscayah Group AB (publ), company registration number 556436-6267 (“Niscayah” or the “Company”) to tender all shares and warrants in Niscayah to SBD Holding (the “Offer”). References
to Stanley Black & Decker shall include references to SBD Holding where appropriate. 
 The information in this
offer document purports to be accurate only as of the date of this offer document. No representation is made that it was or will remain accurate on any other date. The information in this offer document is furnished solely for the purpose of the
Offer and may not be relied upon for any other purposes. 
 The information regarding Niscayah included on pages 15–28
in this offer document has been reviewed by the board of directors of Niscayah. Stanley Black & Decker does not represent that the information included herein with respect to Niscayah is accurate or complete, and does not take any
responsibility for such information being accurate or complete. 
 Barclays Capital, Inc. (“Barclays Capital”),
Handelsbanken Capital Markets, a business area of Svenska Handelsbanken AB (publ) (“Handelsbanken Capital Markets”) and J.P. Morgan Securities LLC (“J.P. Morgan”) are acting as financial advisors only to Stanley Black &
Decker in relation to the Offer and will not be responsible to anyone other than Stanley Black & Decker for providing the protections afforded to clients of Barclays Capital, Handelsbanken Capital Markets and J.P. Morgan, nor for providing
advice in relation to the Offer, or any other matter or arrangement referred to in this document. No legal relationships that exist between Barclays Capital, Handelsbanken Capital Markets or J.P. Morgan and Stanley Black & Decker will, or
will be deemed to, exist between any of those entities and any other party. No information in this offer document has been audited or reviewed by the auditors of Niscayah or Stanley Black & Decker except for the information provided in the
auditors’ report regarding a summary of financial information on page 51, or where otherwise explicitly stated. 
 Applicable law, disputes and
translation 
 This offer document has been prepared in accordance with the laws of Sweden, as well as relevant rules and regulations
applicable to public offers in Sweden. Swedish law, NASDAQ OMX Stockholm’s (“NASDAQ OMX”) rules regarding public offers on the stock market (the “Takeover Rules”), the Swedish Securities Council’s (Sw.
Aktiemarknadsnämnden) rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s former rulings regarding interpretation and application of the Swedish Industry
and Commerce Stock Exchange Committee’s (Sw. Näringslivets Börskommitté) rules on public offers, are applicable to the Offer. In accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag
(2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), SBD Holding has on June 23, 2011 undertaken towards NASDAQ OMX to comply with the Takeover Rules, the Swedish Securities Council’s rulings regarding
interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s rules on
public offers, and submit to the sanctions that NASDAQ OMX may decide upon in event of infringement of the Takeover Rules. SBD Holding informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”) about
the Offer and the above mentioned undertaking on June 27, 2011. Any dispute relating to, or arising in connection with, the Offer shall be settled exclusively by Swedish courts, with the district court of Stockholm (Sw. Stockholms
tingsrätt) as the court of first instance. 
 This offer document is available in Swedish and English. The Swedish
language version has been approved by and registered with the SFSA in accordance with the provisions of Chapter 2, Section 3 of the Takeover Act and Chapter 2 a, Section 9 of the Swedish Financial Instruments Trading Act (Sw. lag
(1991:980) om handel med finansiella instrument). SFSA’s approval and registration does not imply that the SFSA guarantees that the factual information provided in this offer document is correct or complete. In the event of any
discrepancy between the English and the Swedish language versions, the English language version shall prevail. 
 Information for holders of shares
and/or warrants in Niscayah outside Sweden 
 The Offer, pursuant to the terms and conditions presented in this offer document, is not
being made to (and acceptances will not be accepted from) persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required
under Swedish law, except where there is an applicable exemption. This offer document, the acceptance form or any other documentation related to the Offer will not be distributed in and must not be mailed to or otherwise distributed or sent into any
country in which such distribution would require any such additional measures or would be in conflict with any law or regulation in such country. SBD Holding will not permit or sanction any such distribution. Any acceptance of the Offer resulting
directly or indirectly from a violation of these restrictions may be disregarded. 
 The Offer is not being made, directly
or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into Australia, Japan, Canada, South Africa, Hong Kong or New Zealand and
the Offer cannot be accepted in or from Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. As a result, this offer document, the acceptance form or other documentation relating to the Offer will not, and may not, be sent by mail or in
any other way be distributed, forwarded or transmitted to, from or within Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. SBD Holding will not pay any consideration pursuant to the Offer to, or accept acceptance forms from,
Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. 
 Notwithstanding the foregoing, SBD Holding reserves
the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, SBD Holding is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations. 

Forward-looking statements 
 Stanley
Black & Decker makes forward-looking statements in this offer document which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as
“believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this offer document, include, but are not limited to, statements concerning: the consummation of the acquisition; Niscayah’s
business complementing and expanding Stanley Black & Decker’s existing operations and international presence; cost savings; and earnings per share. 

You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not
guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such
forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction for various reasons. 
 Forward-looking statements made in this offer document are also subject to risks and uncertainties, described in: Stanley Black & Decker’s 2010 Annual Report on Form 10-K, its Quarterly Report on Form
10-Q for the quarter ended April 2, 2011; and other filings the company makes with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore
you should not place undue reliance on the forward-looking statements. Stanley Black & Decker makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of
any forward-looking statement. 








					
	 Table of Contents
  
	  			
	The Offer in brief	  	 	3	  
	The Offer to the shareholders and warrant holders in Niscayah	  	 	4	  
	Background and reasons for the Offer	  	 	7	  
	Terms, conditions and instructions	  	 	8	  
	Statement by the independent committee of Niscayah’s board of directors	  	 	11	  
	Fairness opinion from UBS Limited	  	 	14	  
	Information about Niscayah	  	 	17	  
	Summary of financial information	  	 	19	  
	Share capital and shareholder structure etc.	  	 	22	  
	Board, senior executives and auditors	  	 	26	  
	Niscayah’s articles of association	  	 	28	  
	The interim report of Niscayah, January – March 2011	  	 	31	  
	Report by Niscayah’s board of directors	  	 	48	  
	Description of Stanley Black & Decker and SBD Holding and the financing of the Offer	  	 	49	  
	Tax issues in Sweden	  	 	51	  
	Auditor’s report regarding summary of historical financial information	  	 	53	  
	Agreement with Niscayah	  	 	54	  
	Addresses	  	 	58	  

  

			
	 
	 The Offer in
brief
  

	 For each share of class A
and class B in Niscayah, SEK 18.00 is offered in cash. For each warrant in Niscayah, SEK 0.05 is offered in cash.
  

	Acceptance period:	 	July 25 – September 1, 2011
	 Preliminary date of settlement:

 
	 	September 9, 2011

  

	
	  
 Helpline regarding the Offer for holders of shares and/or
 warrants in Niscayah Group AB
(publ): +46 480 40 41 09









 The Offer to the shareholders and 
 warrant holders in Niscayah 

 


 THE OFFER 
 On
June 27, 2011, Stanley Black & Decker, Inc. (“Stanley Black & Decker”), through its indirect wholly-owned subsidiary SBD Holding AB (“SBD Holding”), announced a recommended all-cash offer to the
shareholders and warrant holders in Niscayah Group AB (publ) (“Niscayah” or the “Company”) to tender all class A and class B shares and warrants in Niscayah to SBD Holding (the “Offer”). The class B shares in Niscayah
are listed on NASDAQ OMX Stockholm (“NASDAQ OMX”), Mid Cap. 
 SBD Holding offers SEK 18.00 in cash per
class A share and class B share in Niscayah and SEK 0.05 in cash per warrant in Niscayah.1) The total value of the Offer amounts to approximately SEK 6.5 billion.2)  
 The Offer in relation to the class A shares and class B shares represents a premium of:

  

	•	 	 approximately 23.8 per cent compared to the all-share offer made by Securitas AB (“Securitas”) on May 16, 2011, based on the closing price of
SEK 60.90 for the class B shares in Securitas on NASDAQ OMX on June 23, 2011 (being the last trading day prior to the announcement of the Offer on June 27, 2011); 



	•	 	 approximately 46.9 per cent compared to the closing price of SEK 12.25 for the class B shares in Niscayah on NASDAQ OMX on May 13, 2011 (being the last
trading day prior to the announcement of Securitas’ offer on May 16, 2011); 



	•	 	 approximately 50.6 per cent compared to the volume-weighted average price of the class B shares in Niscayah on NASDAQ OMX during the three months up to and
including May 13, 2011, of approximately SEK 11.95 3); and




	•	 	 approximately 14.6 per cent compared to the closing price of SEK 15.70 for the class B shares in Niscayah on NASDAQ OMX on June 23, 2011 (being the
last day of trading prior to announcement of the Offer).





 The acceptance period for the Offer is scheduled to run from and including July 25, 2011 up to and including
September 1, 2011, at 17.00 CET. The expected date for the settlement is September 9, 2011, provided that each of the conditions for completion of the Offer have previously been fulfilled or waived by such time. 

No commission will be charged in connection with the Offer. 

The acquisition of Niscayah requires clearance from relevant competition authorities in the European Union and the United
States. The necessary clearances are expected to be received prior to or around the end of the acceptance period.4) 
 Completion of the Offer is conditional upon the conditions that are set forth in the section
Terms and conditions on pages 6–8 in this offer document. 
 STANLEY BLACK & DECKER’S AND SBD HOLDING’S OWNERSHIP OF
SECURITIES IN NISCAYAH 
 When the Offer was announced, neither Stanley Black & Decker nor SBD Holding owned or controlled any shares or
warrants in Niscayah and had not acquired any shares or warrants in Niscayah during the six month period immediately prior to announcement of the Offer. 
 Following the announcement of the Offer on June 27, 2011, SBD Holding acquired in Europe, through purchases made outside the Offer, 21,720,171 class B shares of Niscayah at prices not exceeding SEK 18.00.
Consequently, Stanley Black & Decker indirectly, through SBD Holding, currently holds shares in Niscayah representing approximately 5.95 per cent of the shares and approximately 4.42 per cent of the votes in Niscayah.5) 


In accordance with, and subject to the restrictions under, applicable laws, rules and regulations, Stanley Black & Decker and its affiliates and any advisor, broker or other person acting as the
agent for, or on behalf of, Stanley Black & Decker or any of its affiliates have and 

 

  
  

	1)	The offered price is subject to adjustment should Niscayah pay any dividend or make any other value transfer prior to the settlement of the Offer and will accordingly be reduced
by the amount per share of any such dividend or value transfer. The offer price for the warrants would in such case be adjusted based on the new offer price for the underlying shares. 


	2)	Based on 363,258,897 outstanding shares in Niscayah (excluding Niscayah’s holding of 1,800,000 treasury shares). 


	3)	Adjusted for a dividend in Niscayah of SEK 0.30 per share. 


	4)	On July 18, 2011, Stanley Black & Decker announced the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the
Offer and that all U.S. antitrust conditions to the Offer had been satisfied. On July 22, 2011, Stanley Black & Decker announced that it had notified the proposed acquisition with the European Commission under the simplified merger
notification procedure (Short Form CO). Following the formal review period of 25 business days, clearance of the acquisition under the EU merger regulation is expected by August 29, 2011. The Company is able to proceed under the simplified
procedure because completion of the Offer is not expected to give rise to any competition concerns, as indicated by low post-acquisition market concentration levels. 


	5)	Based on 365,058,897 shares in Niscayah (including 1,800,000 treasury shares). 


  
 4 









 The Offer to the shareholders and warrant holders in Niscayah 

 


 


 may continue to make arrangements to purchase class B shares in Niscayah outside of the United States, including
purchases in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase have been made from the time of the announcement of this Offer and may continue to be made through the
expiry of the acceptance period and following the Offer. Such purchases will be made in compliance with applicable laws, rules and regulations. 
 No such purchases may be made at prices higher than the consideration offered under the Offer or on terms more favorable than the terms of the Offer, unless the consideration and other terms and conditions of the
Offer are revised accordingly. Stanley Black & Decker will promptly disclose information regarding such purchases of or arrangements to purchase Niscayah shares in the United States by means of a press release, to the extent that such
information is made public in Sweden pursuant to applicable Swedish regulations, and will provide such information to holders of or beneficial owners of Niscayah shares upon their request without charge. 

STATEMENT BY THE INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS OF NISCAYAH 
 On May 16, 2011, after the announcement of Securitas’ offer, Niscayah issued a press release stating that the board of directors of Niscayah had decided to appoint an independent committee, consisting of
the board members Tomas Franzén, Eva Lindqvist and Håkan Kirstein, to, among other things, evaluate Securitas’ offer and other potential offers. 
 The independent committee of the board of directors of Niscayah has unanimously decided to recommend that shareholders and warrant holders in Niscayah accept the Offer from SBD Holding. See the section Statement
by the independent committee of the board of directors of Niscayah on pages 9–11. 
 The independent
committee has received a fairness opinion from UBS Limited
(“UBS”)1). See the section Fairness opinion on pages
12–14. 
 UNDERTAKINGS FROM SHAREHOLDERS IN NISCAYAH 
 Two significant shareholders in Niscayah, Triton III ( Nimble) S.à.r.l and Noonday Asset Management LLP,



 
who together hold 70,820,129 class B shares in Niscayah, representing approximately 19.5 per cent of the shares and 13.7 per cent of the votes in Niscayah,2) have each entered into an irrevocable undertaking with SBD Holding to accept the Offer
and tender their shares to SBD Holding in the Offer. These undertakings are conditional on no other party announcing a competing offer for shares in Niscayah at a price which is at least 7.5 per cent higher than the price under the Offer, which
SBD Holding decides not to match (i.e. offer a price that at least corresponds to the price in the competing offer) within five business days. 

AGREEMENT WITH NISCAYAH 
 On June 26, 2011, Niscayah
made an undertaking to Stanley Black & Decker under which Niscayah, among other things, undertook, subject to certain conditions, to notify Stanley Black & Decker of competing proposals for public offers for Niscayah and not to
recommend a superior offer until Stanley Black & Decker has had an opportunity to match the superior offer (i.e. announce an amended offer with a price that at least corresponds to the price in the competing offer) within three days
from when Niscayah informed Stanley Black & Decker of the superior proposal. See the section Agreement with Niscayah on pages 52–55. 

THE FINANCING OF THE OFFER 
 The Offer is not subject to any
financing condition. The Offer will be financed by Stanley Black & Decker from existing cash and a credit facility. 
 Stanley
Black & Decker is an A/Baa1 rated company with USD 1.9 billion in cash and equivalents on its balance sheet as of July 2, 2011. On July 22, 2011, Stanley Black & Decker entered into a 364-Day Credit Agreement to obtain
extensions of credit and commitments aggregating US 1.25 billion (the “Credit Facility”). Stanley Black & Decker’s existing cash resources together with the funds available under the Credit Facility are more than sufficient
to fund the entire amount to be paid under the Offer. Notwithstanding the above, Stanley Black & Decker reserves the right to raise funds through, for example, the issuance of commercial paper and/or capital markets offerings and use such
funds, in place of some or all of the amount provided for under the facility described above. 

 

  
  

	1)	UBS is acting exclusively for Niscayah and no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this document) as its
client in relation to the Offer and will not be responsible to anyone other than Niscayah for providing the protections afforded to clients of UBS, or for providing advice in relation to the Offer or any transaction or arrangement referred to in
this document. 


	2)	Based on 363,258,897 outstanding shares in Niscayah (excluding Niscayah’s holding of 1,800,000 treasury shares). 


  
 5 









 The Offer to the shareholders and warrant holders in Niscayah 

 


 


 Stanley Black & Decker has undertaken to provide SBD Holding with necessary funds to
settle the Offer. 
 See further in the section Description of Stanley Black & Decker and SBD Holding and the financing of the
Offer on page 47. 
 DUE DILIGENCE 
 Stanley
Black & Decker has, in connection with the preparation of the Offer, conducted a limited, confirmatory due diligence exercise and, in connection therewith, met with the management of Niscayah. During due diligence Stanley Black &
Decker has, amongst other things, reviewed certain agreements and certain financial information. Niscayah has informed Stanley Black & Decker that, during this process, no information that has not previously been publicly disclosed and that
can reasonably be expected to affect the share price of Niscayah has been disclosed to Stanley Black & Decker, SBD Holding or its affiliates. 

APPLICABLE LAW AND DISPUTES 
 Swedish law, NASDAQ OMX’s
rules regarding public offers on the stock market (the “Takeover Rules”), the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities
Council’s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s rules on public offers, are applicable to the Offer.



 In accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag
(2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on June 23, 2011, SBD Holding entered into an undertaking towards NASDAQ OMX to comply with the Takeover Rules, the Swedish Securities Council’s rulings
regarding interpretation and application of the Takeover Rules, and, where applicable, the Swedish Securities Council’s former rulings regarding interpretation and application of the Swedish Industry and Commerce Stock Exchange Committee’s
rules on public offers, and to submit to the sanctions that NASDAQ OMX may decide upon in event of infringement of the Takeover Rules. SBD Holding informed the Swedish Financial Supervisory Authority about the Offer and the above mentioned
undertaking on June 27, 2011. 
 Any dispute relating to, or arising in connection with, the Offer shall be settled exclusively by
Swedish courts, with the district court of Stockholm (Sw. Stockholms tingsrätt) as the court of first instance.


 


  
 6 








 Background and reasons for the Offer 

 


 The process leading to the making of the Offer was initiated after the public offer from Securitas to acquire
Niscayah on May 16, 2011. Following Securitas’ offer, the independent committee of the board of directors of Niscayah, supported by Lazard, conducted a structured process with a limited number of interested parties designed to maximize
value for the Niscayah shareholders and warrant holders. During this process, interested parties were provided with access to management of Niscayah and were allowed to perform a limited, confirmatory due diligence, as described in the section
The Offer to the shareholders and warrant holders in Niscayah. 
 Stanley Black & Decker is an S&P 500 company and
diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, engineered fastening systems, infrastructure solutions and more. 

Stanley Black & Decker has nearly a decade of experience in the security market sector through its Stanley Securities Solutions platform
which offers a broad set of mechanical and electronic security systems and services primarily for commercial, governmental, industrial and residential customers as well as for educational, financial and healthcare institutions. For the year ended
December 31, 2010, the Security segment had net sales of USD 2.1 billion. 
 With estimated 2011 revenue of approximately USD 1
billion, Niscayah is one of the world’s most attractive commercial security and monitoring companies and one of the largest access control and surveillance solutions providers in Europe. Niscayah’s integrated security solutions include
video surveillance, access control, intrusion alarms and fire alarm systems, and its offerings include design and installation services, maintenance and repair, and monitoring systems. The proposed acquisition would expand and complement Stanley
Black & Decker’s existing security product offerings and further diversify the company’s operations and international presence. Niscayah’s business is well-diversified across Northern, Central and Southern Europe and the
Nordic Region, as well as in the United States. Stanley Black & Decker’s existing Convergent Security Solutions business revenues are approximately USD 800 million annually, of which Europe represents approximately USD
300 million annually. 
 Stanley Black & Decker believes that its expertise in the commercial security sector, the
complementary nature of its businesses and end markets in the United States and Europe, and its proven ability to improve the performance



 
of companies it acquires enables it to offer a significant premium to the shareholders and warrant holders of Niscayah. 
 Stanley Black & Decker expects the transaction to result in annual cost savings of approximately USD 80 million, more than half of which would be realized by the end of year one after completion of
the Offer. The acquisition is also expected to be immediately accretive to Stanley Black & Decker’s earnings per share (EPS), with estimated accretion of USD 0.20 in year one and USD 0.45 in year three, excluding acquisition-related
charges of USD 60–80 million which will largely be incurred during year one. 
 Stanley Black & Decker attaches great
importance to the work being carried out by Niscayah’s management and employees and intends to continue to safeguard and build upon the excellent relationship that Stanley Black & Decker perceives Niscayah to have with its associates.
Following the completion of the Offer, Stanley Black & Decker and Niscayah’s leadership teams will develop the best structure going forward in order to maintain Niscayah’s identity with the employees and customers after
completion. According to Stanley Black & Decker’s current assessment, the Offer will not involve any material change for management and employees (including terms of employment) in the locations where Niscayah conducts business.

  
  

Further reference is made to the information contained in this offer document, which has been prepared by the board of directors of SBD Holding for the purpose
of the Offer. The description of Niscayah on pages 15–28 in this offer document has been reviewed by the board of directors of Niscayah, in accordance with what is stated on page 46 below. In accordance with what is stated on page 51 below, the
auditor of Niscayah has examined and made a statement regarding the summary of historical financial information presented on pages 17–19. The board of directors of SBD Holding confirms that, to the best of its knowledge, the information in this
offer document in relation to Stanley Black & Decker and SBD Holding conforms to actual conditions. 
 Mechelen, Belgium

 on July 22, 2011 

SBD Holding AB 
 The board
of directors 

 


  
 7 








 Terms, conditions and instructions 

 


 THE OFFER 
 SBD
Holding offers SEK 18.00 in cash per class A and class B share in Niscayah. The offer price is subject to adjustment should Niscayah pay any dividend or make any other value transfer prior to settlement of the Offer and will accordingly be reduced
by the amount per share of any such dividend or value transfer. 
 SBD Holding offers SEK 0.05 in cash per warrant
2007/20121) in Niscayah. Should Niscayah pay any dividend or make any other
value transfer prior to settlement of the Offer, the offer price for the warrants will be adjusted based on the new adjusted offer price for the underlying shares. 
 No commission will be charged in connection with the Offer. 
 CONDITIONS TO THE OFFER 

Completion of the Offer is conditional upon: 

	(i)	the Offer being accepted to such extent that SBD Holding becomes the owner of more than 90 per cent of the total number of shares in Niscayah (on a fully diluted basis);



	(ii)	all holders of class A shares in Niscayah accepting the Offer and waiving their rights under the pre-emption clause (Sw. hembudsförbehåll) in Niscayah’s
articles of association; 


	(iii)	with respect to the Offer and the acquisition of Niscayah, receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from
competition authorities, in each case on terms which, in SBD Holding’s opinion, are acceptable; 


	(iv)	that neither the Offer nor the acquisition of Niscayah is wholly or partly prevented or materially adversely affected by any legislation or other regulation, court decision,
public authority decision or similar circumstance, which is in effect or could reasonably be expected, which is outside the control of SBD Holding and which SBD Holding could not reasonably have foreseen at the time of the announcement of the Offer;



	(v)	that, save as publicly announced by Niscayah or as otherwise disclosed in writing by Niscayah to SBD Holding prior to the date the Offer was announced, SBD Holding does not
discover that any information






	 	 
publicly disclosed by Niscayah or otherwise made available by Niscayah to SBD Holding is materially inaccurate or misleading or that any material information which should have been publicly
disclosed by Niscayah has not been so disclosed; 



	(vi)	no circumstances, other than any circumstances that SBD Holding had knowledge of at the time the Offer was announced, having occurred that have or could be expected to have a
material adverse effect upon Niscayah’s sales, profit, liquidity, equity or assets; 


	(vii)	that Niscayah does not take any measures that typically are intended to impair the prerequisites for the implementation of the Offer; and 


	(viii)	no other party announcing an offer to acquire shares in Niscayah on terms that are more favorable to the shareholders in Niscayah than the Offer. 


SBD Holding reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not fulfilled or cannot be fulfilled.
However, with regard to conditions (iii)–(viii), such withdrawal will only be made provided that the failure to fulfill such condition is of material importance to SBD Holding’s acquisition of the shares in Niscayah. 

SBD Holding reserves the right to waive, in whole or in part, one or more of the conditions above in accordance with applicable laws and
regulations, including, with respect to conditions (i)–(ii) above, to complete the Offer at a lower level of acceptance. 
 ACCEPTANCE

 Shareholders and warrant holders in Niscayah whose holdings are directly registered with Euroclear Sweden AB (“Euroclear”) and who wish to
accept the Offer must, during the period from and including July 25, 2011 up to and including September 1, 2011, at 17.00 CET, sign and submit a duly filled in acceptance form to Handelsbanken Capital Markets at the address stated
on the acceptance form. 
 The acceptance form must be submitted or sent, preferably, in the enclosed self addressed envelope,
sufficiently prior to the last day of the acceptance period so that it is received by Handelsbanken Capital Markets no later than 17.00 CET on September 1, 2011 (the “Due Date”). The acceptance form may also be delivered to
bank offices or other securities institutions in Sweden to be 

 

  

	1)	Under the terms of the warrants, each warrant entitles its holder to subscribe for one new Niscayah class B share at a subscription price of SEK 30.00 per share at any time
up to and including June 30, 2012. The consideration offered for the warrants represents an equivalent premium as for the shares, namely 46.9 per cent compared to their theoretical value. There are 5,000,000 warrants outstanding.



  
 8 









 Terms, conditions and instructions 
  


 


 forwarded to Handelsbanken Capital Markets sufficiently prior to the last day of the acceptance period so that it is
received by Handelsbanken Capital Markets no later than the Due Date. 
 The VP-account and the current number of shares and/or warrants
in Niscayah held on July 21, 2011, are pre-printed on the acceptance form which has been sent out together with this offer document to holders of shares and/or warrants in Niscayah who are directly registered. The person who executes and
submits the acceptance form is responsible for checking that the pre-printed information in the acceptance form is correct. Shareholders who are included on the list of pledgees and trustees connected to the share register, will not receive an
acceptance form, but will be notified separately. 
 By executing and submitting the acceptance form, holders of class A shares waive
their rights under the preemption clause (Sw. hembudsförbehåll) in Niscayah’s articles of association. 

Please note that acceptance forms which are filled in incompletely or incorrectly may be disregarded. 

Additional acceptance forms are supplied by Handels-banken Capital Markets in accordance with the contact details below. 

Nominee registered holdings 
 Holders of shares and/or
warrants in Niscayah whose holdings are registered in the name of a nominee, e.g., a bank or other nominee, will receive neither this offer document nor a pre-printed acceptance form. Such holders are instead requested to contact their
nominee in order to obtain a copy of the offer document. Applications must be made in accordance with instructions received from the nominee. 

Pledged holdings 
 If shares or warrants in Niscayah are
pledged in the Euroclear-system, both the holder and the pledgee must sign the submitted acceptance form and confirm that the pledge will be terminated should the Offer be completed. 
 Confirmation regarding acceptance 
 After Handelsbanken Capital Markets has received and registered an
acceptance form which has been duly filled in, the shares and/or warrants in Niscayah which have been accepted to be transferred will be transferred to a new blocked securities account which has been opened



 
for each holder (Sw. apportkonto). In connection with this, Euroclear will send a notification (Sw. VP-avi) showing the number of shares and/or warrants in Niscayah that have been
entered in the newly opened blocked securities account. 
 Holders of shares and/or warrants not residing in Sweden 

Holders of shares and/or warrants who are not residing in Sweden should send the signed acceptance form to Handelsbanken Capital Markets, Issue Department, SE-106
70 Stockholm, Sweden. Please note that the acceptance form must be received by Handelsbanken Capital Markets no later than 17.00 CET on September 1, 2011. 
 Notwithstanding the foregoing, the Offer is not being made, directly or indirectly, by use of mail or any other means of instrumentality (including, without limitation, facsimile transmission, electronic mail,
telex, telephone and the Internet) in or into Australia, Japan, Canada, South Africa, Hong Kong or New Zealand and the Offer cannot be accepted in or from Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. Accordingly all holders of
shares and/or warrants not residing in Sweden, will by sending the signed acceptance form be deemed to have represented that they are not currently in, and are not accepting the Offer from Australia, Japan, Canada, South Africa, Hong Kong or New
Zealand. 
 Withdrawal of acceptance of other offers 

Please note that holders who have accepted any other offer for shares or warrants in Niscayah and wish to accept the Offer from SBD Holding must withdraw their
previous acceptance in accordance with the terms, conditions and time frame of such other offer. 
 SETTLEMENT 

Settlement will be initiated as soon as SBD Holding announces that the terms and conditions of the Offer have been met, or SBD Holding otherwise decides to complete
the Offer. If such announcement takes place around September 6, 2011, at the latest, settlement is expected to be initiated around September 9, 2011. Settlement will be effected by sending a contract note to those who have accepted the
Offer. If the holding is registered in the name of a nominee, information on settlement will be provided by the nominee. 

 


  
 9 









 Terms, conditions and instructions 

 


 


 The settlement amount will be paid to the yield account which is connected to the
shareholder’s and/or warrant holder’s securities account. Holders of shares and/or warrants in Niscayah who do not have a yield account connected to their securities account, if the account is incorrect or whose yield account is a PlusGiro
account will receive settlement in accordance with the instructions in the contract note. In connection with the settlement, the shares and/or warrants in Niscayah will be removed from the blocked securities account which will then be terminated. No
notice evidencing the removal from the blocked securities account will be sent. 
 Note that, even if the shares and/or warrants in
Niscayah are pledged, payment will be made to the yield account or in accordance with the instructions in the sent out contract note. 
 EXTENSION
OF THE OFFER ETC. 
 SBD Holding reserves the right to extend the acceptance period for the Offer, as well as to postpone the date for the settlement.
A notice regarding such extension or postponement will be announced by SBD Holding through a press release in accordance with applicable laws and regulations. 
 RIGHT TO WITHDRAW ACCEPTANCE 
 Holders of shares and/or warrants in Niscayah are entitled to withdraw their
acceptance of the Offer. To be valid the withdrawal must be made in writing and have been received by Handelsbanken Capital Markets (address Handelsbanken Capital Markets, Issue Department, SE-106 70 Stockholm, Sweden) before the public



 
announcement by SBD Holding that the conditions for the completion of the Offer have been satisfied or, if such announcement has not been made during the acceptance period, by 17.00 CET on the
final day of the acceptance period. Holders of shares and/or warrants in Niscayah whose securities are registered in the name of a nominee and who wish to withdraw their acceptance of the Offer must do so in accordance with instructions from the
nominee. 
 If any conditions to the Offer, which SBD Holding has reserved the right to waive, remain unsatisfied and have not been
waived during any extension of the Offer, the right to withdraw a submitted acceptance will apply in the same manner throughout any such extension of the Offer. 
 COMPULSORY ACQUISITION AND DE-LISTING 
 As soon as possible following SBD Holding’s acquisition of shares
representing more than 90 per cent of the shares in Niscayah, SBD Holding intends to call for compulsory acquisition of the remaining shares in Niscayah. In connection hereto, SBD Holding intends to act to have the Niscayah share delisted from
NASDAQ OMX. 
 QUESTIONS REGARDING THE OFFER 
 For
questions regarding the Offer, please contact the help-line for holders of shares and/or warrants in Niscayah on tel. +46 480 40 41 09. 

Information and acceptance forms are also available on Handelsbanken Capital Markets’ website, www.handelsbanken.se/investmentoffer, and on
SBD Holding’s website for the Offer, www.publicoffer.se. 

 


  
 10 








 Statement by the independent committee of Niscayah’s board of directors 

On June 27, 2011, Niscayah published a press release with the following content. 
 



 

  
 11 








 Statement by the independent committee of Niscayah’s board of directors 





 

  
 12 








 Statement by the independent committee of Niscayah’s board of directors 





 

  
 13 








 Fairness opinion from UBS Limited 
 On June 26, 2011, UBS Limited (“UBS”) issued a fairness opinion to the independent committee of Niscayah’s board of directors in relation to the Offer with the following content. 





 

  
 14 








 Fairness opinion from UBS Limited 





 

  
 15 









 Fairness opinion from UBS Limited 

 

 



 

  
 16 








 Information about Niscayah 
  

 


 BUSINESS DESCRIPTION 
 Niscayah is a leading security company specializing in technical security services. Niscayah offers complete security solutions for customers with high security demands within segments such as bank and post,
retail, utilities, transport and logistics and gas stations. Niscayah has approximately 5,100 employees and has operations in 14 countries in Europe and in the United States. The Company is divided into two geographical segments, Mainland Europe and
US/UK/Ireland. 
 STRATEGY 
 During the year
2010, Niscayah developed a new strategic direction which will serve as a platform for the work on improvements in the coming years. In summary, the direction may be condensed into three cornerstones: 

Specialize the operations towards customer segments 
 The
operations should be specialized towards segments where Niscayah is or can become market leader. Through greater specialization Niscayah will get closer to its customers and can provide more knowledge and value. 

Package customer solutions and make them clear 
 The customer
offerings should be clear and packaged in a way so that they generate a high value and service content for the customer, become easier to sell and more cost efficient to produce. 
 Develop a common operational model in Niscayah 
 With common work practices, for example in sales and
production, efficiency can be improved, quality in delivery to customers can be ensured and the demands of international customers can be met cost-effectively. Regular follow up and clear allocation of responsibilities are also important components.

 SERVICE OFFERING 
 Niscayah provides a complete
offering of security services – all from design and installation of security systems to service, maintenance and repairs as well as day-to-day operation of systems. 
 System operations 
 Niscayah offers services for operation and monitoring of security systems. Niscayah’s
12 security centers in Europe and in the US are the core of the offering. Examples of services offered by the centers include alarm monitoring, video surveillance, management of access control systems, fire alarm monitoring and system maintenance.



 The technological development means that increasing numbers of services may be offered from the
security centers. Alarm systems containing cameras can activate camera images in the event of alarm for the operators and a good understanding of the situation can be gained rapidly in this way. The security centers are an important part of
Niscayah’s offering and often serve as a regular interface in relation to the customer. System management such as fault localization and system updates can also be performed remotely if the customer’s alarm system is connected to a
security center. 
 System management 
 Niscayah
offers a number of different system management services depending on what demands the customer has regarding the accessibility and features of the security system. Niscayah also offers service contracts with an agreed response time or according to a
specific functionality requirement in the system. The services may include preventive measures such as checks and regular maintenance, but even fault localization and repairs of security systems when required. 

Niscayah’s service offering is being constantly developed in order to offer good service solutions adapted to the different security
requirements in the customer segments. Niscayah provides all service and maintenance according to a predetermined time schedule to many of its customers. 

Implementation 
 Implementation includes analysis, design and
installation of security systems. Components in systems include access control, video surveillance, intrusion protection and fire alarm systems. Niscayah always manages the work in projects, but certain standardized parts of the installation, for
example, electrical work and assembly of equipment, can be outsourced to subcontractors. Niscayah can also integrate security systems with the customers’ other systems, creating a good overview for the customer. 

Niscayah is working on segmenting the offering into a more standardized model for smaller and medium-sized customers, while customers with high
demands regarding customization and specialization require a more advanced installation offering. The competition is intense on many markets so efficiency and low costs are important competitive advantages.


 


  
 17 









 Information about Niscayah 

 

  

 


 TECHNOLOGY AREAS 
 Niscayah combines and packages security solutions independently based on the product range of a number of suppliers. The technology areas are video surveillance, intrusion protection, access control and fire alarm
systems. 
 Video surveillance 
 Niscayah offers
advanced video surveillance systems which for example can automatically emit an alarm in the event of an abnormality and can be monitored centrally from Niscayah’s security center. The systems can also be simpler, where monitoring takes place
locally at the customer. Video surveillance is the fastest growing technology area. 
 Intrusion alarms 

Intrusion alarms often form the basis of a security system. Components include motion detectors, magnetic contacts and vibration detectors. Almost all companies and
organizations have some form of intrusion alarm. 
 Access control 
 Access control systems enable an efficient flow of people, while simultaneously maintaining a high level of security. Passes or entry badges can be administered via Niscayah’s security centers where access can
also be controlled remotely. 
 Fire alarm systems 

The design of fire alarm systems is often governed by laws and regulations and the systems include fire detectors, sprinkler systems, control units and warning
systems. Fire alarm systems include services such as training and workshops. 
 CUSTOMER GROUPS 

With unique competence within technical security services as well as a good understanding of the customer’s area of operation and risk profile, the grounds for
offering the right security solution to the customer are created, based on their specific needs. Niscayah is continually developing the offerings towards a greater specialization for the customer groups. 

Bank and post 
 Niscayah’s offering includes complete
integrated security systems adapted to banking offices, ATM surveillance systems, positioning systems for secure transport, assault alarms and training of security personnel and security managers. The systems are often connected to Niscayah’s



 
alarm centers in order to rapidly request the correct action in the event of an incident and ensure continual operational supervision. Bank and post is Niscayah’s largest customer group and
the company is market-leading within this segment in a number of European markets. 
 Retail 

Niscayah’s offering for retail aims to deliver a safe and secure environment for staff while at the same time, the systems shall contribute to preventing
theft, wastage and other crimes. Services such as alarm monitoring and function control are offered from Niscayah’s security centers. Another common service for retail is administration of access control systems. Niscayah also offers more
advanced systems for retail, for example, video surveillance systems which can indicate how customers move in different store environments and measure customer flows at different points in time. 

Utilities 
 Niscayah offers complete security systems for
utilities with components such as intrusion alarms, video surveillance, access control systems and integration of other operating systems. Niscayah’s geographical coverage means that service and maintenance can be performed with relatively
short response times. 
 Transport and logistics 

Niscayah offers complete security solutions for the transport and logistics segment. Basic services include intrusion protection and video surveillance, for
example, of terminals, airports and ports. Niscayah also offers more advanced solutions such as GPS positioning. 
 Gas stations 

Niscayah offers a complete system for gas stations which includes components such as intrusion protection, access control and video surveillance. For gas stations,
like for retail generally, the systems are designed in order to reduce criminality and make the working environment secure for the staff. 
 Other
industry and public sector 
 Niscayah offers a broad spectrum of services to customers with high security needs, such as defense and correctional
facilities, but also provides simpler solutions to customers with lower requirements. Niscayah offers operation, service and maintenance as well as installation of the security solutions.


 


  
 18 








 Summary of financial information 
  

The following section presents summarized financial information for Niscayah for the financial years 2008–2010 taken from Niscayah’s audited consolidated
annual reports for these years, and financial information for the first quarter of 2010 and 2011 taken from Niscayah’s published interim reports for the first quarters of 2010 and 2011. The financial information is prepared in accordance with
IFRS and the Swedish Financial Reporting Board’s standard RFR 1, supplementary accounting standards for Groups (Sw. kompletterande redovisningsregler för koncerner). The interim reports for 2010 and 2011 have not been reviewed or
audited by the auditor of Niscayah. Audited annual reports for Niscayah are available on Niscayah’s website (www.niscayah.com). 
 NISCAYAH’S
CONSOLIDATED INCOME STATEMENT IN BRIEF 
  

																					
	SEK million	  	Q1 2011	 	  	Q1 2010	 	  	2010	 	  	2009	 	  	2008	 
	 	 
	 Revenue
	  	 	1,509.3	  	  	 	1,681.0	  	  	 	6,624.3	  	  	 	7,621.0	  	  	 	8,009.0	  
	 Cost of goods sold
	  	 	–988.1	  	  	 	–1,225.3	  	  	 	–4,474.0	  	  	 	–5,019.1	  	  	 	–5,401.1	  
	 	 
	 Gross profit
	  	 	521.2	  	  	 	455.7	  	  	 	2,150.3	  	  	 	2,601.9	  	  	 	2,607.9	  
						
	 Selling and administrative expenses
	  	 	–435.2	  	  	 	–555.1	  	  	 	–1,945.2	  	  	 	–2,078.6	  	  	 	–2,320.0	  
	 Amortisation and impairment of acquisition related intangible assets
	  	 	–6.5	  	  	 	–8.0	  	  	 	–28.7	  	  	 	–30.6	  	  	 	–516.2	1) 
	 	 
	 Operating profit
	  	 	79.5	  	  	 	–107.4	  	  	 	176.4	  	  	 	492.7	  	  	 	–228.3	  
						
	 Financial income and expenses
	  	 	4.7	  	  	 	–1.4	  	  	 	–4.4	  	  	 	–32.6	  	  	 	–137.8	  
	 	 
	 Profit before tax
	  	 	84.2	  	  	 	–108.8	  	  	 	172.0	  	  	 	460.1	  	  	 	–366.1	  
						
	 Income tax
	  	 	–25.6	  	  	 	33.1	  	  	 	–52.4	  	  	 	–140.4	  	  	 	–73.6	  
	 	 
	 Net profit for the period
	  	 	58.6	  	  	 	–75.7	  	  	 	119.6	  	  	 	319.7	  	  	 	–439.7	  
	  
 1) Including impairment of goodwill of SEK 490
million.
	 
   

	  
 NISCAYAH’S CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME IN BRIEF
  
	 
   



	SEK million	  	Q1 2011	 	  	Q1 2010	 	  	2010	 	  	2009	 	  	2008	 
	 	 
	 Net profit for the period
	  	 	58.6	  	  	 	–75.7	  	  	 	119.6	  	  	 	319.7	  	  	 	–439.7	  
						
	 Other comprehensive income
	  				  				  				  				  			
	 Actuarial gains and losses
	  	 	–	  	  	 	–	  	  	 	–24.0	  	  	 	19.8	  	  	 	–29.2	  
	 Exchange difference
	  	 	–59.1	  	  	 	–131.4	  	  	 	–291.5	  	  	 	–93.5	  	  	 	76.0	  
	 Tax attributable to other comprehensive income
	  	 	10.5	  	  	 	10.0	  	  	 	31.7	  	  	 	–17.5	  	  	 	18.4	  
	 	 
	 Other comprehensive income for the period, net after tax
	  	 	–48.6	  	  	 	–121.4	  	  	 	–283.8	  	  	 	–91.2	  	  	 	65.2	  
						
	 Total comprehensive income for the period
	  	 	10.0	  	  	 	–197.1	  	  	 	–164.2	  	  	 	228.5	  	  	 	–374.5	  


  
 19 









 Summary of financial information 

 

 NISCAYAH’S CONSOLIDATED BALANCE SHEET IN BRIEF 

 

																					
	SEK million	  	Q1 2011	 	  	Q1 2010	 	  	2010	 	  	2009	 	  	2008	 
	 	 
	 ASSETS
	  				  				  				  				  			
	 Intangible assets
	  	 	2,349.3	  	  	 	2,544.9	  	  	 	2,415.9	  	  	 	2,606.9	  	  	 	2,655.9	  
	 Tangible assets
	  	 	150.7	  	  	 	239.6	  	  	 	164.1	  	  	 	300.9	  	  	 	381.7	  
	 Financial assets
	  	 	179.1	  	  	 	156.7	  	  	 	200.9	  	  	 	102.1	  	  	 	131.4	  
	 Inventories
	  	 	202.9	  	  	 	244.7	  	  	 	204.7	  	  	 	263.6	  	  	 	315.4	  
	 Trade receivables and other receivables
	  	 	2,152.8	  	  	 	2,249.6	  	  	 	2,193.5	  	  	 	2,311.2	  	  	 	3,032.3	  
	 Cash and cash equivalents
	  	 	162.3	  	  	 	333.3	  	  	 	320.5	  	  	 	511.2	  	  	 	356.7	  
	 	 
	 Total assets
	  	 	5,197.1	  	  	 	5,768.8	  	  	 	5,499.6	  	  	 	6,095.9	  	  	 	6,873.4	  
						
	 EQUITY AND LIABILITIES
	  				  				  				  				  			
	 Total equity
	  	 	1,779.7	  	  	 	1,858.4	  	  	 	1,769.7	  	  	 	2,055.5	  	  	 	1,936.5	  
	 Total non-current liabilities
	  	 	1,504.0	  	  	 	1,677.6	  	  	 	1,641.2	  	  	 	1,794.4	  	  	 	2,388.4	  
	 Total current liabilities
	  	 	1,913.4	  	  	 	2,232.8	  	  	 	2,088.7	  	  	 	2,246.0	  	  	 	2,548.5	  
	 	 
	 Total equity and liabilities
	  	 	5,197.1	  	  	 	5,768.8	  	  	 	5,499.6	  	  	 	6,095.9	  	  	 	6,873.4	  

 NISCAYAH’S CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN BRIEF 

 

																															
	 	  	 	  	 	  	 	  	March 31, 2011	 	  	March 31, 2010	 
	SEK million	  	 Attributable
to equity
holders of

the Parent
Company
	 	  	Non-
controlling
interests	 	  	Total
equity	 	  	 Attributable
to equity
holders of

the Parent
Company
	 	  	Non-
controlling
interests	 	  	Total
equity	 
	 	 
	 Opening balance January 1, 2011/2010
	  	 	1,762.1	  	  	 	7.6	  	  	 	1,769.7	  	  	 	2,047.7	  	  	 	7.8	  	  	 	2,055.5	  
							
	 Total comprehensive income for the period
	  	 	10.1	  	  	 	–0.1	  	  	 	10.0	  	  	 	–196.8	  	  	 	–0.3	  	  	 	–197.1	  
	 	 
	 Closing balance March 31, 2011/2010
	  	 	1,772.2	  	  	 	7.5	  	  	 	1,779.7	  	  	 	1,850.9	  	  	 	7.5	  	  	 	1,858.4	  

  

																																					
	 	  	Dec 31, 2010	 	  	Dec 31, 2009	 	  	Dec 31, 2008	 
	SEK million	  	Attributable
to equity
holders of
the Parent
Company	 	  	Non-
controlling
interests	 	  	Total
equity	 	  	Attributable
to equity
holders of
the Parent
Company	 	  	Non-
controlling
interests	 	  	Total
equity	 	  	Attributable
to equity
holders of
the Parent
Company	 	  	Non-
controlling
interests	 	  	Total
equity	 
	 	 
	 Opening balance January 1,

2010/2009/2008
	  	 	2,047.7	  	  	 	7.8	  	  	 	2,055.5	  	  	 	1,929.1	  	  	 	7.4	  	  	 	1,936.5	  	  	 	2,487.8	  	  	 	5.7	  	  	 	2,493.5	  
										
	 Change in equity
	  	 	–285.6	  	  	 	–0.2	  	  	 	–285.8	  	  	 	118.6	  	  	 	0.4	  	  	 	119.0	  	  	 	–558.7	  	  	 	1.7	  	  	 	–557.0	  
	 	 
	 Closing balance December 31,

2010/2009/2008
	  	 	1,762.1	  	  	 	7.6	  	  	 	1,769.7	  	  	 	2,047.7	  	  	 	7.8	  	  	 	2,055.5	  	  	 	1,929.1	  	  	 	7.4	  	  	 	1,936.5	  


  
 20 









 Summary of financial information 
  

  
 NISCAYAH’S CONSOLIDATED CASH FLOW
STATEMENT IN BRIEF 
  

																					
	SEK million	  	Q1 2011	 	  	Q1 2010	 	  	2010	 	  	2009	 	  	2008	 
	 	 
	 Cash flow before changes in working capital
	  	 	30.5	  	  	 	52.6	  	  	 	239.3	  	  	 	606.0	  	  	 	450.5	  
	 Change in working capital
	  	 	–54.0	  	  	 	–17.7	  	  	 	17.5	  	  	 	337.2	  	  	 	60.3	  
	 	 
	 Cash flow from operating activities
	  	 	–23.5	  	  	 	34.9	  	  	 	256.8	  	  	 	943.2	  	  	 	510.8	  
						
	 Cash flow from investing activities
	  	 	–17.8	  	  	 	–25.4	  	  	 	–86.8	  	  	 	–162.5	  	  	 	–332.2	  
	 Cash flow from financing activities
	  	 	–115.1	  	  	 	–173.3	  	  	 	–326.8	  	  	 	–622.3	  	  	 	–251.6	  
	 	 
	 Cash flow for the period
	  	 	–156.4	  	  	 	–163.8	  	  	 	–156.8	  	  	 	158.4	  	  	 	–73.0	  
	  
 NISCAYAH’S KEY FIGURES AND PER SHARE DATA

 
	  				  				  				  				  			
	 	  	Q1 2011	 	  	Q1 2010	 	  	2010	 	  	2009	 	  	2008	 
	 	 
	 Return on:
	  				  				  				  				  			
	 Equity, %
	  	 	14	  	  	 	8	  	  	 	6	  	  	 	16	  	  	 	15	1) 
	 Capital employed, %
	  	 	14	  	  	 	10	  	  	 	7	  	  	 	17	  	  	 	8	  
	 Number of chares outstanding, thousands
	  	 	365,059	  	  	 	365,059	  	  	 	365,059	  	  	 	365,059	  	  	 	365,059	  
	 Net debt equity ratio/multiple
	  	 	0.58	  	  	 	0.58	  	  	 	0.56	  	  	 	0.53	  	  	 	0.93	  
	 Shareholders’ equity end of period, SEK
	  	 	1,779.7	  	  	 	1,858.4	  	  	 	1,769.7	  	  	 	2,055.5	  	  	 	1,936.5	  
	 Earnings per share, SEK
	  	 	0.16	  	  	 	–0.21	  	  	 	0.33	  	  	 	0.87	  	  	 	–1.21	  
	 Dividend per share, SEK
	  	 	–	  	  	 	–	  	  	 	0.30	  	  	 	0.30	  	  	 	0.30	  
	 Equity ratio, %
	  	 	34	  	  	 	32	  	  	 	32	  	  	 	34	  	  	 	28	  
	 Average number of employees
	  	 	5,133	  	  	 	5,441	  	  	 	5,295	  	  	 	5,578	  	  	 	6,270	  
	 	 

 1) 2008 is excluding costs of the restructuring program and impairments of goodwill. 

  
 21 








 Share capital and shareholder structure etc. 

 

 


 GENERAL INFORMATION 
 The shares in Niscayah have been issued in accordance with Swedish law. The rights of the shareholders, including the rights of minority shareholders, associated with the shares can only be amended according to the
procedure described in the Swedish Companies Act. Niscayah’s shares of series B are traded on NASDAQ OMX Mid Cap with the short name NISC. Niscayah’s shares are registered with, and its shareholder register is maintained by Euroclear.

 At the general meetings, each share of series A constitutes ten votes and each share of series B one vote. Each voting shareholder may
vote for the full number of shares held and represented without any restriction on voting rights. Each share has equal rights to dividend and to any surplus on liquidation of Niscayah. As a general rule for new issues of shares, holders of shares of
series A have right to subscribe for new shares of series A and holders of shares of series B the right to subscribe for new shares



 
of series B with primary preferential rights, except to the extent otherwise provided in the issue decision. 
 The shares of series A in Niscayah are not traded on the stock exchange and in the event such shares are transferred to a person who does not own shares of series A in Niscayah, the share should immediately be
offered for redemption to the owners of shares of series A, in accordance with section 12 in the articles of association. 
 Notice of
general meetings of Niscayah is given by publication in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on Niscayah’s website within the time specified in the Swedish Companies Act. An announcement stating that notice has been
given will be made in the Swedish newspaper Dagens Industri. The right to participate in a general meeting lies with shareholders who are registered in Niscayah’s share register five working days before the meeting, and have given notice of
participation to Niscayah at the latest 16.00 (CET) on the day indicated in the notice of the meeting. 

 

  
 NISCAYAH’S SHARE PRICE DEVELOPMENT

 Share price development for Niscayah from and including June 24, 2010 up until and including June 23, 2011, the last 12 months before the
Offer was announced. 
 



 

  
 22 









 Share capital and shareholder structure etc. 

 

 SHAREHOLDERS AND SHAREHOLDER STRUCTURE 

The table below shows the ten largest shareholders1) in Niscayah as of June 30, 2011 (and thereafter known changes). 

 

																	
	Name	  	Shares of series A	 	  	Shares of series B	 	  	Capital, %	 	  	Votes, %	 
	 	 
	 Investment AB Latour
	  	 	12,642,600	  	  	 	28,437,500	  	  	 	11.3%	  	  	 	29.9%	  
	 Melker Schörling AB
	  	 	4,500,000	  	  	 	20,963,847	  	  	 	7.0%	  	  	 	12.7%	  
	 Triton III (Nimble) S.à.r.l
	  	 	0	  	  	 	36,820,129	  	  	 	10.1%	  	  	 	7.1%	  
	 Swedbank Robur fonder
	  	 	0	  	  	 	35,630,632	  	  	 	9.8%	  	  	 	6.9%	  
	 Noonday Asset Management LLP
	  	 	0	  	  	 	28,712,149	  	  	 	7.9%	  	  	 	5.5%	  
	 Stanley Black & Decker, Inc.
	  	 	0	  	  	 	21,720,171	  	  	 	6.0%	  	  	 	4.2%	  
	 Didner & Gerge fonder
	  	 	0	  	  	 	14,052,807	  	  	 	3.9%	  	  	 	2.7%	  
	 Handelsbanken fonder
	  	 	0	  	  	 	4,717,078	  	  	 	1.3%	  	  	 	0.9%	  
	 Second Swedish National Pension Fund – AP2
	  	 	0	  	  	 	4,556,678	  	  	 	1.3%	  	  	 	0.9%	  
	 SEB Investment Management
	  	 	0	  	  	 	3,573,051	  	  	 	1.0%	  	  	 	0.7%	  
	 	 
	 Total, ten largest shareholders
	  	 	17,142,600	  	  	 	199,184,042	  	  	 	59.6%	  	  	 	71.6%	  
					
	 Other shareholders
	  	 	0	  	  	 	146,932,255	  	  	 	40.4%	  	  	 	28.4%	  
	 	 
	 Total
	  	 	17,142,600	  	  	 	346,116,297	  	  	 	100.0%	  	  	 	100.0%	  

  

	Source:	Euroclear Sweden AB, owners known to Niscayah. 

 SHARE CAPITAL
AND SHARE CAPITAL DEVELOPMENT 
 Niscayah’s share capital is expressed in SEK and distributed on the shares issued by Niscayah, with a quota value
which is also expressed in SEK. The quota value of the shares is 1 SEK per share. According to Niscayah’s articles of association, the share capital shall amount to at least SEK 200,000,000 and not more than SEK 800,000,000, and the number of
shares shall amount to at least 200,000,000 and not more than 800,000,000. The number of shares in Niscayah on the date of the offer document is 365,058,897 shares; 17,142,600 shares of series A and 347,916,297 shares of series B. As of the date of
the offer document, Niscayah holds 1,800,000 shares of series B in treasury. The share capital amounts to SEK 365,058,897. 
  

																											
	 	  	 	  	Increase in number of1)	 	 	Total number of1)	 	 	 	 	  	 	 
		  		  	 	 	 	 	 	 	 	 				  			
	Year	  	Transaction	  	Shares of
series A	 	  	Shares of
series B	 	 	Shares of
series A	 	  	Shares of
series B	 	 	Increase in
share capital	 	  	Total share
capital	 
	 	 
	 2003
	  		  	 	–	  	  	 	–	  	 	 	–	  	  	 	5,000	2) 	 	 	–	  	  	 	500,000	  
	 2005
	  	Split 1:100	  	 	–	  	  	 	495,000 	2) 	 	 	–	  	  	 	500,000	2) 	 	 	–	  	  	 	500,000	  
	 2006
	  	Bonus issue	  	 	17,142,600	  	  	 	347,416,297	  	 	 	17,142,600	  	  	 	347,916,297	  	 	 	364,558,897	  	  	 	365,058,897	  
	 	 

 1) All shares have a quota value of SEK 1, and are fully paid. 
 2) Before 2006 there was only one series of shares. 
 In the table above is indicated the changes in Niscayah’s
share capital since 2003 up to the day of the offer document. 
  

 
 1) Excluding Niscayahs holding of 1,800,000
treasury shares. 

  
 23 









 Share capital and shareholder structure etc. 
  


 


 SHARE-RELATED COMPENSATIONS 
 In 2007, Niscayah launched a share option scheme comprising of warrants to certain employees of the group. Because those employees acquired the warrants at market value, Niscayah has not been charged with any costs
for the program. Warrant Program 2007/2012 consists of 5,000,000 warrants; each warrant entitles the holder to subscribe for one new share of series B in Niscayah at a price of SEK 30 per share. The subscription of shares may take place from
June 30, 2007 to June 30, 2012. 
 The warrants were sold at a price of SEK 3.40 per warrant. This price, established by
an independent rating agency, represents the market value of the warrants using the Black & Scholes model based on the detailed score components during the calculation period from June 13 to June 14, 2007. Assuming full exercise
of the warrants, the share capital may be increased by not more than SEK 5,000,000, which represents approximately 1.37 per cent of Niscayah’s present share capital and approximately 0.96 per cent of the votes. 

At the annual general meeting on May 6, 2010 and the annual general meeting on May 3, 2011, it was decided to introduce long-term
performance share programs, the LTIP 2010 and LTIP 2011, to senior executives and key personnel of Niscayah. The purpose of the performance based incentive programs is to ensure long-term commitment of the existing senior executives and key
personnel and also improve Niscayah’s opportunities for future recruitments. Using the shares of Niscayah as a key instrument in the incentive programs rewards both equity participation and long-term growth in Niscayah, which implies the
creation of common goals for existing shareholders and participants in the LTIP programs. 
 LTIP 2010 and LTIP 2011 are based on the
following principles, which reflect some of Niscayah’s continuous compensation principles: (i) participants make a personal investment by acquiring shares of series B in Niscayah at market price, (ii) the participants must remain
employed by Niscayah during a specified time to receive the award of performance shares, and (iii) the allotment of performance shares under the LTIP 2010 and LTIP 2011 are based on Niscayahs earnings per share for a relevant period.
Performance shares in the LTIP 2010 will not be awarded, as the performance requirements for 2010 was not achieved.



 THE BOARD’S AUTHORITY TO DECIDE ON THE ACQUISITION OF NISCAYAH’S TREASURY SHARES AND THE TRANSFER OF
NISCAYAH’S TREASURY SHARES 
 To create an opportunity for Niscayah to adjust its capital structure and enable the financing of acquisitions,
hedging costs, including social security costs, in connection with the introduction of the performance program, the annual general meeting 2011 authorized the board of directors to, at one or more occasions, but no later than the annual general
meeting 2012, take decisions on acquisition and transfer of treasury shares. However, the total number of shares held in treasury may not exceed 10 per cent of the total number of shares of Niscayah. Transfer may deviate from the shareholders
preferential rights to the extent of the number of shares that Niscayah holds at the time for the board’s decision. Transfer may be made as payment of all or part of the purchase price of the acquisition of a company or business or part of a
company or business, whereby compensation shall correspond to the shares’ estimated market value. Upon such transfer payment may be made in kind or set-off against a claim on Niscayah. Transfer may also be made through sale on NASDAQ OMX, at a
price within the prevailing registered price interval. The board may determine other terms of purchase or transfer, which however must be marketable. 

DIVIDEND POLICY 
 The board intends to apply a dividend
policy implying that the yearly dividend level – according to Niscayah’s results, financial position and other factors which the board deems relevant – should normally correspond to 40 to 50 per cent of Niscayah’s free cash
flow. 
 The business’ cash flow corresponds to the operating income after amortization, add-back of total depreciation and
amortization and acquisition related restructuring costs minus the investments in non-current assets (excluding acquisition of subsidiaries), changes in accounts receivables and changes in other operating capital employed and adjusted for paid
financial income and expenses, and paid income tax. 
 DIVIDEND HISTORY 

 

																	
	SEK/share	  	2010	 	  	2009	 	  	2008	 	  	2007	 
	 	 
	 Dividend
	  	 	0.30	  	  	 	0.30	  	  	 	0.30	  	  	 	0.50	  


 


  
 24 









 Share capital and shareholder structure etc. 

 


 OTHER INFORMATION 
 Niscayah has, before the announcement of the offer by Securitas on May 16, 2011, entered into certain arrangements with the purpose of ensuring that the Company has the required support for the process in which the
Securitas offer and other potential offers are evaluated and handled as well as in which alternatives are being explored. In addition to engaging an independent valuation expert for a so-called fairness opinion and legal counseling, the arrangements
also include a success-based variable compensation for the engaged financial advisor, Lazard, as well as a so-called staying bonus for two key persons in this process, namely the CEO and CFO. These potential additional compensations are considered
to, at maximum outcome, be moderate and well below one per cent of Niscayah’s market capitalization prior to the Securitas offer. In case a transaction resulting in change of control is not completed, no such additional compensations will be
paid. 
 SHAREHOLDER AGREEMENTS AND PRE-EMPTION RIGHTS IN RESPECT OF SHARES OF SERIES A 
 A shareholders’ agreement which includes a first refusal clause at either party’s sale of shares of series A, is concluded between holders of shares of series A. The board of Niscayah is not aware of any
other shareholder agreements or other agreements between the shareholders of Niscayah. Niscayah’s shares of series A are subject to a pre-emption clause (Sw. hembudsförbehåll) in accordance with the articles of association.



 
 


  
 25 








 Board, senior executives and auditors 

 


 BOARD OF DIRECTORS 
 According to Niscayah’s articles of association, the board shall consist of not less than five (5) and not more than ten (10) ordinary directors, excluding deputy directors, appointed by the general
meeting. Niscayah’s board consists of seven ordinary directors. 
 Jan Svensson born in 1956 

Chairman since 2011. 
 Education: Mechanical Engineer and
Degree of Master of Science in Business and Economics. 
 Other assignments: President and CEO of Investment AB Latour. Chairman of Fagerhult AB and
Nederman Holding AB. Director of Loomis AB and Oxeon AB. 
 Previous assignments: CEO of AB Sigfrid Stenberg, which is now part of Investment AB
Latour. 
 Shares in Niscayah: 10,000 shares of series B. 
 Not independent of the large owners. 
 Anders Böös born in 1964 

Director since 2007. 
 Other assignments: Chairman of Cision
AB, Cleanergy AB and Industrial & Financial Systems, IFS AB. Director of Investment AB Latour, Haldex AB, East Capital Baltic Property Fund AB, Tundra Fonder AB and Newsec AB. 
 Previous assignments: CEO of H&Q AB and Drott AB.  
 Shares in Niscayah: 100,000 shares of
series B. 
 Independent of the large owners. 
 Carl
Douglas born in 1965 
 Director since 2006.  
 Education: Bachelor of Arts. 
 Other assignments: Chairman of Wasatornet AB and MMT Group AB. Vice
chairman of Securitas AB. Director of ASSA ABLOY AB, Swegon AB, Örmo Skogar AB, Sparbössan Fastigheter AB, Tjädertornet AB, Havstornet AB, Fort Rydbo AB, SäkI Förvaltning AB, Slottstornet AB, Deep Sea Productions AB,
Wasatornet Holding AB, Boxholms Skogar AB, Orrtornet AB, Investment AB Latour and SäkI AB.  
 Shares in Niscayah: 200,000 private
shares of series B, 3,000,000 shares of series B through Förvaltnings AB Wasatornet, 12,642,600 shares of series A and 28,437,500 shares of series B through Investment AB Latour. 
 Not independent of the large owners.



 Tomas Franzén born in 1962 
 Director since 2006. 
 Education: Civil Engineering degree, Industrial Economics. 

Other assignments: CEO of Com Hem AB. Chairman of OTM Development AB. Director of Ovacon AB. 
 Previous assignments: President and CEO of Eniro AB 2004–2008. CEO of Song Networks Holding AB 2002–2004, AU- System AB 1999–2002 and AU-System Network AB 1995–1999. Has also worked for
Nokia Data AB and ICL Data AB. 
 Shares in Niscayah: – 
 Independent of the large owners. 
 Håkan Kirstein born in 1969 

Director since 2010 (also President and CEO). 
 Education:
Degree of Master of Science in Business and Economics. 
 Other assignments: Director of Kemetyl Group AB. Previous assignments: CEO of
StatoilHydro in Sweden, Statoil Detaljhandel AB and Statoil Detaljist AB. 
 Shares in Niscayah: 70,000 shares of series B. 

Independent of the large owners. 
 Eva Lindqvist born in
1958 
 Director since 2006. 
 Education:
Civil Engineer and Degree of Master of Science in Business and Economics. 
 Other assignments: Director of Schibsted, Assa Abloy AB and Transmode.
Chairman of Admeta and Xelerated. Member of the Royal Swedish Academy of Engineering Sciences. 
 Previous assignments: Several posts within the
Ericsson Corporate Group 1981–1999. Senior Vice President of Mobile Business and Head of Business Operation International Carrier at TeliaSonera AB. 

Shares in Niscayah: 6,000 shares of series B. 
 Independent of
the large owners. 

 


  
 26 









 Board, senior executives and auditors 

 


 


 Ulrik Svensson born in 1961 
 Director since 2007. 
 Education: Degree of Master of Science in Business and Economics. 

Other assignments: President of Melker Schörling AB. Director of Assa Abloy, AAK, Loomis, Hexpol, Hexagon and Flughafen Zurich. 

Previous assignments: Finance Director of Swiss International Airlines Ltd. 2003–2006, Esselte AB 2000–2003 and Financial Accountant/Finance
Director of Stenbecksgrup-pen’s foreign telecom investments 1992–2000. 
 Shares in Niscayah: 44,000 shares of series B. 

Not independent of the large owners. 
 Peter Alvhed born in
1966 
 Director since 2010. Employee’s representative. 

Previous assignments: Has worked as a technician and project leader for several electrical installation companies. 

Shares in Niscayah: – 
 Mikael Olsson born in
1969 
 Director since 2006. Employee’s representative. 

Previous assignments: Has worked for several small electrical installation companies. 
 Shares in Niscayah: – 
 SENIOR EXECUTIVES 
 Håkan Kirstein born in 1969 
 See Board of directors above. 

Magnus Bladh born in 1972 
 Group Director Sales. 

Education: Bachelor of Arts in Business and Economics.  

Previous assignments: Part of the Swedish Executive Body at Cisco and Microsoft Sweden. 
 Shares in Niscayah: –



 Håkan Gustavson born in 1958 
 CFO since 2008. 
 Education: Degree of Master of Science in Business and Economics. 

Previous assignments: CFO of Enea AB, Chief Operating Officer of MediaEdgeCia Europe. 
 Shares in Niscayah: 250,000 shares of series B. 
 David Schelin born in 1965 

Group Director Operations. 
 Education: MSc. in Electrical
Engineering. 
 Previous assignments: Vice President Business Management for Asia at Ericsson Global Services. Vice President Services at
Ericsson’s operations in Southeast Asia. Venture partner within Brainheart Capital. CEO and founder of Steelscreen (European Steel Exchange). Operations Manager at Europolitan. 
 Shares in Niscayah: – 
 Magnus Jonsson born 1966 

Group Director Marketing. 
 Education: IHM degree in
International Marketing.  
 Previous assignments: CEO of Niscayah’s subsidiary Pacom Systems Ltd in Australia. Vice President Business
Development at Assa Abloy. Several marketing postitions at Interlogix (previously GE-Security, now part of UTC). 
 Shares in Niscayah: 11,034
shares of series B and 30,000 warrants. 
 AUDITOR 

Bo Lagerström born in 1966 
 PricewaterhouseCoopers AB.

 Authorised public accountant. Member of FAR. Auditor in charge since 2009. 
 Shares in Niscayah: – 

 


  
 27 








 Niscayah’s articles of association 

 

 


 ARTICLES OF ASSOCIATION 
 for Niscayah Group AB (publ) with 
 Corporate ID No 556436-6267 

§ 1 
 The name of the company is Niscayah Group AB. The
company is a public company (publ). 
 § 2 

The Board of Directors of the company shall have its registered office in the municipality of Stockholm, County of Stockholm. 

§ 3 
 The object of the company is (directly or
indirectly through subsidiaries) to offer services and products within the field of security, to own and administer real and movable estate, as well as to pursue other compatible business. 
 § 4 
 The share capital shall be no less than MSEK two hundred (200,000,000) and no more than MSEK
eight hundred (800,000,000). 
 § 5 
 The
number of shares issued shall be no less than two hundred million (200,000,000) and no more than eight hundred million (800,000,000). 
 The shares may be issued in two classes, designated Class A and Class B. Shares of Class A may be issued up to a maximum number of one hundred and sixty million (160,000,000) and shares of Class B to
a maximum number of six hundred and forty million (640,000,000). 
 Each share of Class A entitles to ten (10) votes and each
share of Class B to one (1) vote. 
 Should the company decide to issue new Class A and Class B shares by way of a cash issue
or a setoff issue, the holders of Class A and Class B shares, respectively, shall have priority right to subscribe to new shares of the same class in proportion to their existing shareholdings (primary right of priority). Shares not subscribed
to by primary right of priority shall be offered to all shareholders (subsidiary right of priority). If the entire number of shares subscribed to by subsidiary right of priority cannot be issued, the shares shall be allocated between the subscribers
in proportion to their existing shareholdings and, insofar as this cannot be done, by drawing of lots.



 Should the company decide to issue shares of only one class by way of a cash issue or a set-off
issue, all shareholders, irrespective of whether their shares are of Class A or Class B, shall have priority right to subscribe to new shares in proportion to their existing shareholdings. 

Should the company decide to issue warrants or convertible bonds by way of a cash issue or a setoff issue, the shareholders shall have the
priority right to subscribe to such warrants as if the shares to which the warrants entitle were issued and the priority right to subscribe to such convertible bonds as if the shares for which the convertible bonds may be exchanged were issued,
respectively. 
 What is stated above shall not entail any restrictions on the possibility to resolve on a cash issue or a set-off issue
with deviation from the shareholders priority rights. 
 An increase of the share capital by way of a bonus issue shall be made by
issuing shares of both Class A and B, in proportion to their part of the share capital when the increase is decided upon. Holders of shares of Class A and Class B, respectively, shall have the right to new shares of the same class, each in
proportion to their existing shareholdings. The above shall not entail any restrictions on the possibilities to issue shares of a new class by a bonus issue, after any necessary amendments of the Articles of Association. 

§ 6 
 The Board of Directors shall, in addition to such
members that, in accordance with law, may be nominated by others than the General Meeting of Shareholders, consist of no less than five (5) and no more than ten (10) Directors with no deputy Directors. 

For the audit of the company’s administration and accounts, a registered public accounting firm shall be appointed by the General Meeting.

 § 7 
 A notice convening a General Meeting
shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s web site. It shall be announced in Dagens Industri that notice of a General Meeting has been given. 

§ 8 
 General Meetings shall be held in Stockholm.


 


  
 28 









 Niscayah’s articles of association 

 


 


 § 9 
 A
shareholder, who wants to take part in the negotiations at a General Meeting, must be registered in a transcript or other presentation of the share register relating to the facts which were recorded five (5) weekdays before the General Meeting
and must give notice to the company no later than 4 p.m. the day set forth in the notice convening the meeting. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve
and must not fall earlier than on the fifth weekday before the General Meeting. 
 At the General Meeting, a shareholder is entitled to
be accompanied by one or two assistants; however, only if the shareholder gives notice hereof to the company according to what is prescribed in the previous paragraph. 
 § 10 
 At the Annual General Meeting the following matters shall be dealt with: 

	  1)	Election of a Chairman of the Meeting 


	  2)	Preparation and approval of a voting list 


	  3)	Approval of the Agenda 


	  4)	Election of one or two persons to check the minutes 


	  5)	Examination of whether the Meeting has been properly convened 


	  6)	Presentation of the Annual Report and the Auditors’ Report on the Parent Company, and the Consolidated Accounts and the Auditors’ Report on the Group



	  7)	Resolutions with respect to 


	 	a)	the adoption of the Income Statement and the Balance Sheet of the Parent Company, and the Consolidated Income Statement and the Consolidated Balance Sheet,



	 	b)	the appropriation of the Company’s profit or loss according to the adopted Balance Sheet, 


	 	c)	the discharge of the Directors of the Board and the Managing Director from their liability 


	  8)	Determination of the number of directors 


	  9)	Determination of fees for the Board of Directors and, where applicable, the Auditors 


	10)	Election of the Board of Directors and, where applicable, appointment of a registered public accounting firm 


	11)	Any other matter duly referred to the General Meeting. 

 §
11 
 The calendar year shall be the financial year of the company.



 § 12 
 If
a share of Class A has been transferred to a person who is not already a holder of shares of Class A, by means of purchase, exchange, gift, separation of joint property, inheritance, will, company distribution, merger, demerger or other
transfer of title, such share shall immediately be offered to the holders of shares of Class A for redemption. 
 As soon as the
Central Securities Depository (VPC) has informed the Board of Directors of the transfer of title, the Board of Directors shall immediately inform the acquirer of its obligation to offer the shares for redemption by written notification to the Board
of Directors. Such notification shall contain information on the consideration paid for the shares and the acquirer’s conditions for redemption. The acquirer shall hereby evidence his or her acquisition of the shares. Immediately upon receiving
a notification of transfer of title, the Board of Directors shall enter this into a special book with details on the date of notification, as set forth in the Companies Act. The Board of Directors shall at the same time notify every individual
entitled to redemption whose postal address is known to the company, in writing, of the transfer of title to the shares and inform that claims for redemption shall be submitted to the Board of Directors within two (2) months from the
acquirer’s notification of the transfer of title. Claims for redemption submitted within the stipulated time period shall be entered into a special book with details on the date of the claim for redemption, as set forth in the Companies Act.

 An offer for redemption may not be exercised for a smaller number of shares than those included in the offer. If claims for redemption
are made by several individuals entitled thereto, the shares shall, to the extent possible, be allocated to those entitled to redemption in proportion to their previous holdings of shares of Class A. The remaining number of shares shall be allocated
by drawing of lots, executed by notary public. 
 The redemption price shall be determined by agreement between the acquirer and the
individual entitled to redemption and shall as a general rule, if the shares have been transferred for a consideration, correspond to such consideration and otherwise to the price which can be expected in a sale under normal circumstances. If an
agreement on the redemption price cannot be reached, the person entitled to redemption may request arbitration as set forth below.


 


  
 29 









 Niscayah’s articles of association 
  

  

 


 A dispute regarding redemption of shares in accordance with this section 12 shall be finally
settled by the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. Arbitration shall be requested within two months from the day when the claim for redemption was submitted to the company in accordance with what is stipulated
above. The arbitration board shall consist of three arbitrators or one single arbitrator and is to be appointed by the institute. All requests for arbitration, which by reason of the same transfer of shares have been submitted to the institute
within the above stated time, shall be dealt with as one single arbitration procedure. 
 The redemption price shall be paid within one
(1) month from the time when the redemption price was determined, by means of agreement between the parties or by an arbitration award. If, within the stipulated time, no person entitled to redemption would submit a claim for redemption, or if
the redemption price would not be paid within the stipulated time, the person who offered the share for redemption shall be entitled to be registered as holder of the share. 
 § 13 
 The shares of the company shall be registered in a CSD register in accordance with the Financial
Instruments Accounts Act (1998:1479). 
  
  

These Articles of Association were adopted by the Annual General Meeting on 21 April 2009.



 
 


  
 30 








 The interim report of Niscayah, 
 January – March 2011 
 



 

  
 31 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 32 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 33 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 34 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 35 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 36 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 37 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 38 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 39 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 40 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 41 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 42 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 43 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 44 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 45 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 46 









 The interim report of Niscayah, January – March 2011 

 

 



 

  
 47 








 Report by Niscayah’s board of directors 
 The information about Niscayah on pages 15–28 of this offer document has been reviewed by Niscayah’s board of directors. The board of director’s view is that this brief description provides an
accurate and fair, although not complete, picture of Niscayah. 
 Stockholm, July 21, 2011 

Niscayah Group AB (publ) 

The board of directors 

  
 48 








 Description of Stanley Black & Decker and SBD Holding and the financing of the Offer 

 


 DESCRIPTION OF SBD HOLDING 
 SBD Holding AB, registration number 556853-6303, is indirectly wholly owned by Stanley Black & Decker, Inc. The company is domiciled in Stockholm, Sweden, and its registered address is c/o
Gernandt & Danielsson Advokatbyrå KB, Box 5747, SE-114 87 Stockholm, Sweden. The company was registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on May 20, 2011. SBD Holding AB has never conducted
and at present does not conduct any business and its principal business purpose is to make the Offer and take all actions to complete the Offer and operate as parent of Niscayah. 
 DESCRIPTION OF STANLEY BLACK & DECKER 
 Stanley Black & Decker, Inc., with its registered
office in Connecticut, United States, is listed on the New York Stock Exchange. The company is an S&P 500 company and diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic
security solutions, engineered fastening systems, infrastructure solutions and more. Stanley Black & Decker was founded in 1843 as The Stanley Works; the company changed its name to Stanley Black & Decker following the 2010 merger
of a subsidiary formed for that purpose with The Black & Decker Corporation, which was incorporated in 1910. “Stanley” and “Black & Decker” are brand names with worldwide recognition for their quality, design,
innovation and value. Stanley Black & Decker’s more than 36,000 employees worldwide serve customers in over 100 countries. Currently, Stanley Black & Decker has a market capitalization of more than USD 11 billion and revenues
of approximately USD 10 billion. 
 The Company’s operations are classified into three reportable business segments:
Construction & Do-It-Yourself (“CDIY”), Security, and Industrial. The CDIY segment manufactures and markets hand tools, corded and cord-less electric power tools and equipment, lawn and garden products, consumer portable power
products, home products, accessories and attachments for power tools, plumbing products, consumer mechanics tools, storage systems, and pneumatic tools and fasteners. The Security segment provides access and security solutions primarily for
consumers, retailers, educational, financial and health-care institutions, as well as commercial, governmental and



 
industrial customers, and the Industrial segment manufactures and markets professional industrial and automotive mechanics tools and storage systems, metal and plastic fasteners and engineered
fastening systems, hydraulic tools and accessories, and specialty tools. 
 THE FINANCING OF THE OFFER 

General 
 The Offer is not subject to any financing condition.
The Offer will be financed by Stanley Black & Decker from existing cash and a credit facility. 
 Stanley Black &
Decker is an A/Baa1 rated company with USD 1.9 billion in cash and equivalents on its balance sheet as of July 2, 2011. On July 22, 2011, Stanley Black & Decker entered into a 364-Day Credit Agreement (the “Credit
Agreement”) to obtain extensions of credit and commitments aggregating US 1.25 billion (the “Credit Facility”). Stanley Black & Decker’s existing cash resources together with funds available under the Credit Facility are
more than sufficient to fund the entire amount to be paid under the Offer. Notwithstanding the above, Stanley Black & Decker reserves the right to raise funds through, for example, the issuance of commercial paper and/or capital markets
offerings and use such funds, in place of some or all of the amount provided for under the facility described above. 
 Stanley
Black & Decker has undertaken to provide SBD Holding with necessary funds to settle the Offer. 
 Summary of the conditions for a drawdown
pursuant to the Credit Facility 
 The Credit Facility consists of a US 1.25 billion revolving credit loan. Borrowings under the Credit Facility bear
interest at a floating rate or rates equal to, at the option of Stanley Black & Decker, the Eurocurrency rate or the prime rate, plus a margin specified in the Credit Agreement. 

Stanley Black & Decker must repay all advances by the earlier of (i) July 20, 2012 or (ii) the date of termination in
whole, at the election of Stanley Black & Decker, of the commitments by the lenders under the Credit Facility, pursuant to the terms of the Credit Agreement. Stanley Black & Decker may be required to prepay any borrowings under the
Credit Facility upon a change of control. 

 


  
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 Description of Stanley Black & Decker and SBD Holding and the financing of the Offer 

 


 The Credit Agreement contains covenants that include, among other things:

  

	•	 	 a limitation on creating liens on certain property of Stanley Black & Decker and its subsidiaries; 



	•	 	 a restriction on mergers, consolidations and sales of substantially all of the assets of Stanley Black & Decker or its subsidiaries;




	•	 	 maintenance of a specified financial ratio; and 



	•	 	 a restriction on entering into certain sale-leaseback transactions. 



The material conditions for a drawdown pursuant to the Credit Facility are the following: 

 

	•	 	 that certain of the representations made by Stanley Black & Decker in the Credit Agreement are correct; and 



	•	 	 that no circumstances have occurred which would constitute a default or event of default under the Credit Agreement. 



The Credit Facility contains customary events of default. If an event of default occurs and is continuing Stanley Black & Decker might be
required to repay all amounts outstanding under the Credit Facility.



 
 


  
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 Tax issues in Sweden 

 


 INTRODUCTION 
 The following is a summary of certain tax consequences of the Offer in Sweden in relation to individuals and limited liability companies (Sw. Aktiebolag) that are, unless otherwise stated, tax resident in
Sweden. The summary is based on current legislation and is intended to provide general information only. The summary does not cover situations where shares and warrants are held as current assets in business operations. Furthermore, the summary does
not consider special rules that may be applicable when shares and warrants in Niscayah are treated as shares held for business purposes.1) The tax treatment of each individual shareholder and warrant holder depends in part on the holder’s particular
circumstances. Each holder of shares and warrants is advised to consult a tax advisor for information on specific tax consequences that could arise from the Offer, including the applicability and effect of foreign tax legislation and provisions
contained in tax treaties for the avoidance of double taxation. 
 TAX CONSEQUENCES IN RELATION TO THE DISPOSAL OF SHARES IN NISCAYAH 

General 
 A disposal of shares in Niscayah will give rise to a
capital gain or a capital loss. The capital gain or loss is computed as the difference between the sales proceeds (reduced by selling expenses) and the tax acquisition value of the shares. The point of disposal for tax purposes normally occurs when
there is a binding agreement regarding a transfer of shares between the parties. 
 When computing the capital gain or loss, the average
tax acquisition value for all shares of the same class and type should be applied in accordance with the so-called average method. As regards listed shares, the so-called standard method may however be used as an alternative to the average method.
This means that the tax acquisition value may be calculated as 20 per cent of the sales proceeds after deduction of selling expenses.



 Taxation of individuals 
 For individuals, capital gains are taxed in the capital income category (together with e.g. interest income and dividends). The tax rate in the capital income category is 30 per cent. 

Capital losses on listed shares, such as the shares in Niscayah, may be fully offset against taxable capital gains on shares (listed as well as
unlisted) and listed securities that are taxed as shares, provided that the capital gain is realized in the same year as the capital loss. A capital loss on listed shares which cannot be offset against a capital gain is deductible as to 70 per
cent of the loss. 
 Should a net loss arise in the capital income category in a given year, a reduction is granted of the tax on income
from employment and business operations, as well as property tax and municipal estate charges. This tax reduction is granted at 30 per cent of the part of the net loss that does not exceed SEK 100,000 and at 21 per cent of any remaining
net loss. 
 Taxation of limited liability companies 

For limited liability companies, all income is taxed as income from business activities at a rate of 26.3 per cent. Capital losses on shares, warrants and
other securities can normally only be offset against capital gains on shares, warrants and securities that are taxed as shares. If a company does not have the possibility to offset a capital loss against a capital gain, the capital loss can be
offset against another company’s capital gains on shares, warrants and securities that are taxed as shares, provided, inter alia, that the companies can give each other tax deductible group contributions. A capital loss which cannot be
offset against capital gains on shares in a given year, can be carried forward without any limitation in time and can be offset against future capital gains on shares, warrants and securities that are taxed as shares. Special rules may apply to
certain categories of companies, such as investment funds and investment companies. 

 

  

	1)	Listed shares are deemed to be held for business reasons if the shares are held as capital assets and the holding (i) represents at least 10 per cent of the voting rights, or
(ii) otherwise is considered necessary for the business conducted by the holding company or any of its affiliates. Furthermore, the shares must have been held for business reasons for a certain period of time in order for dividends and capital gains
to be tax exempt. 


  
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 Tax issues in Sweden 

 


 TAX CONSEQUENCES IN RELATION TO THE DISPOSAL OF WARRANTS IN NISCAYAH 

The disposal of warrants under the Offer gives rise to capital gains taxation. The standard method may not be applied when determining the acquisition cost of
non-listed warrants. 
 For individuals, capital gains are taxed in the capital income category at a rate of 30 per cent.
70 per cent of a capital loss on non-listed warrants is deductible in the income from capital category. 
 For limited liability
companies, capital gains on non-listed warrants are taxed as ordinary business income at a rate of 26.3 per cent. Capital losses on non-listed warrants may be offset only against taxable gains on shares and other securities that are taxed as
shares. Such capital losses may, under certain circumstances, also be deductible against capital gains on such securities within the same group of companies provided the requirements for group contributions are met. Capital losses, which have not
been utilized within a certain year, may be carried forward and be offset against eligible capital gains in future years without limitation in time. 

CERTAIN SWEDISH TAX ISSUES FOR HOLDERS OF SHARES AND WARRANTS THAT ARE NOT TAX RESIDENT IN SWEDEN 
 Holders of shares and warrants in Niscayah that are not tax resident in Sweden will normally not be subject to capital gains taxation in Sweden on the disposal of shares and warrants (see below for certain
exceptions). Such holders may however be subject to taxation in their state of residence. Such holders should therefore consult their own tax advisors in order to determine the tax consequences that could arise as a result of the Offer.



 Individuals not tax resident in Sweden could be subject to capital gains taxation in Sweden upon
the disposal of Swedish shares and warrants issued by Swedish companies if they have been residents in Sweden or have habitually resided in Sweden at any time during the calendar year of disposal or the ten calendar years preceding the year of
disposal. In a number of cases though, the application of this rule is limited by an applicable tax treaty. However, it should be noted that the effect of applicable tax treaties on Swedish taxation of capital gains on shares and warrants is to some
extent uncertain. 
 A limited liability company not tax resident in Sweden could be subject to capital gains taxation in Sweden if,
inter alia, the company has a permanent establishment in Sweden to which the disposed shares and warrants are attributable.


 


  
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 Auditor’s report regarding summary of historical financial information 

TO THE BOARD OF DIRECTORS OF NISCAYAH GROUP AB (PUBL) 
 We
have audited the summarized historical financial statement for Niscayah Group AB (publ) (“Niscayah”) on pages 17–19 which refer to the period 2008–2010, but not, however, information regarding key ratios and data per share, or
the information for first quarters of financial years 2010 and 2011. 
 THE BOARD OF DIRECTORS’ AND THE CEO’S RESPONSIBILITY FOR THE
FINANCIAL STATEMENTS 
 The board of directors and the CEO are responsible for ensuring that the summarized historical financial statements on pages
17–19, as regards Niscayah, are consistent with those financial statements provided in the annual reports for 2008, 2009 and 2010 and the interim financial reports for the first quarters of 2010 and 2011, respectively, and that these financial
statements have been accurately reproduced. The board of directors is also responsible for the fair presentation of the information in accordance with the Financial Instruments Trading Act (1991:980) and the regulations of NASDAQ OMX concerning
public takeover bids on the stock market. 
 THE AUDITOR’S RESPONSIBILITY 
 Our responsibility is to express an opinion on these summarized historical financial statements based on our audit. We conducted our audit in accordance with FAR’ Recommendation RevR 5 Examination of
Prospectuses. 
 OPINION 
 In our opinion, the
information provided in the historical financial statements for the financial years 2008–2010 has been accurately reproduced. 
 We
have audited the annual reports for the years 2008–2010. We have submitted auditor’s reports in accordance with the standard formulation for each of these financial years. 

Stockholm, on July 21, 2011 

PricewaterhouseCoopers AB 
 Bo
Lagerström 
 Authorized Public Accountant 

  
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 Agreement with Niscayah 
 



 

  
 54 









 Agreement with Niscayah 
  

 



 

  
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 Agreement with Niscayah 

 

 



 

  
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 Agreement with Niscayah 
  

 



 

  
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 Addresses 

 


 Stanley Black & Decker, Inc 
 1000 Stanley Drive 
 New Britain, CT 06053 
 United States 
 Tel: +1 (860) 2255111 
 Email: investorrelations@swkbdk.com 
 www.stanleyblackanddecker.com 

SBD Holding AB 
 C/o Gernandt & Danielsson
Advokatbyrå KB 
 Address below 
 ADVISORS TO
STANLEY BLACK & DECKER AND 
 SBD HOLDING 
 Financial advisors 
 Barclays Capital, Inc. 
 745 Seventh Avenue 
 New York, NY 10019 
 USA 
 Handelsbanken Capital Markets 
 Blasieholmstorg 11–12 
 SE-106 70 Stockholm 
 Sweden 
 J.P. Morgan Securities LLP 
 383 Madison Avenue 
 New York, NY 10179 
 USA 
 Legal advisors 
 Cleary Gottlieb Steen & Hamilton LLP 
 City Place House, 55 Basinghall Street 

London EC2V 5EH 
 England 

Gernandt & Danielsson Advokatbyrå KB 
 Box
5747 
 SE-114 87 Stockholm 
 Sweden



 Niscayah Group AB (publ) 
 Box 12231 
 SE-102 26 Stockholm 
 Visiting address: 
 Lindhagensplan 70 
 Sweden 
 AUDITORS TO NISCAYAH 
 PricewaterhouseCoopers AB 
 Torsgatan 21 
 SE-113 97 Stockholm 
 Sweden 
 ADVISORS TO NISCAYAH 
 Financial advisor 
 Lazard AB 
 Sturegatan 24 
 SE-114 36 Stockholm 
 Sweden 
 Legal advisor 
 Hannes Snellman Attorneys Ltd 
 Kungsträdgårdsgatan 20 
 SE-111 47 Stockholm 
 Sweden 

 


  
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