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Offer by Aequitas Holdings AS for Leif Höegh & Co. ASA

Offer by Aequitas Holdings AS for Leif Höegh & Co. ASA. Aequitas Holdings controls 83.2%. Agreements in place: Related parties: 66.3% Leif and Lucy Høegh’s stiftelser: 3.0% Premier Ltd: 13.9% The agreed price is NOK 124 per share

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Offer by Aequitas Holdings AS for Leif Höegh & Co. ASA

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  1. Offer by Aequitas Holdings ASforLeif Höegh & Co. ASA

  2. Aequitas Holdings controls 83.2% • Agreements in place: • Related parties: 66.3% • Leif and Lucy Høegh’s stiftelser: 3.0% • Premier Ltd: 13.9% • The agreed price is NOK 124 per share • Transaction fully financed by DnB, Nordea and Hamburgische Landesbank • Aequitas Holdings AS: • Leif O. Høegh, Chairman • Morten W. Høegh, Director

  3. Voluntary offer – all shares in Leif Höegh & Co. • Subsequent voluntary offer for remaining shares • The offer price will be NOK 124 per share • The offer period expected to start during the week of 5th May • Offer document to be distributed prior to offer period • If successful, a de-listing of LHC will be sought • The independent directors are expected to provide opinion

  4. Changes in ownership, not in strategy • Head office remains in Oslo • Westye Høegh to remain Chairman • Business continues as usual • Acquisition prompts no changes in management or staff

  5. Key Financials • Offer price: NOK 124 per share • 26% premium over closing April 25th (NOK 98.50) • 31% premium over 1 month average (NOK 94.59) • Book value per share (before tax): NOK 124.79* • Implied market cap.: NOK 3,592m (USD 505m**) • Implied enterprise value: NOK 6,616m (USD 929m**) *LHC quarterly report for Q1 2003 **NOK/USD = 7.1193, as of April 25th 2003

  6. Offer price vs. share price Leif Höegh & Co. ASA – Share price (NOK) Source: DnB Markets

  7. Leif O. Høegh (39) • Managing Director of Leif Höegh (UK) Ltd (since 1994) • Vice Chairman of Leif Höegh & Co. • Chairman of Höegh Capital Partners, London • Director of Teekay Shipping Corporation Ltd. • Prior experience as management consultant with McKinsey & Company and investment banker with the Royal Bank of Canada Group • MBA from Harvard Business School • MA in Economics from the University of Cambridge • Norwegian national, resides in London 

  8.  Morten W. Høegh (29) • Partner, Höegh Capital Partners, London • Experience as investment banker with Morgan Stanley, London • BS and MS in Ocean Engineering from Massachusetts Institute of Technology • MBA from Harvard Business School (Baker Scholar) • Norwegian Military Russian Program • Norwegian national, resides in London

  9. Shareholders who have sold

  10. 83.2% Aequitas Holdings 4.2% Folketrygdfondet 1.6% Skagen Vekst 1.3% Leif Höegh & Co. 0.6% Vital Forsikring 0.6% SEB Merchant Banking 0.5% JP Morgan Chase Bank 0.4% Norsk Kjøttsamvirke 0.4% Bjørgvin 0.3% DnB Norge *Based on registered owners 24 April 2003 10 largest shareholders (proforma*)

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