00 Ahold ANNUAL REPORT 2002 121
BOARD GOVERNANCE HIGHLIGHTS OPERATING REVIEW FINANCIAL INVESTOR REL AT IONS
by Ahold, purchased the 1,207 shares of DAIH pledged under all of the Secured Bank Loans except for the May 2002
loan at a price of USD 260,000 per share and the 294 shares of DAIH pledged under the May 2002 Loan at a price of
USD 82,500 per share. Of the 1,616 shares of DAIH originally pledged to the Lenders under the Secured Bank Loans,
Ahold was obligated to purchase 1,501 shares of DAIH for USD 338 (EUR 341), which provided sufficient funds to the
Lenders to pay off VRH's obligations under the Secured Bank Loans.
Pursuant to the Note Sale Agreement, the Institutional Investors exercised their right to transfer their rights under the USD
100 Loan to Ahold. As a result, Ahold paid the Institutional Investors USD 110 (EUR 111) consisting of the outstanding
principal of the USD 100 Loan and interest thereon, plus the required payment for breakage costs. The 500 shares of
DAIH pledged as collateral for the USD 100 Loan were transferred to Ahold. Ahold purchased the 500 DAIH shares at a
price of USD 40,000 per share, with the purchase price being set off against amounts owed by VRH to Ahold under the
USD 100 Loan.
Ahold purchased from VRH the 115 DAIH shares remaining from the pledges of the Secured Bank Loans for a total
purchase price of USD 5 (USD 40,000 per share) with the purchase price being set off against remaining amounts owed
by VRH to Ahold under the USD 100 Loan.
In connection with the foregoing transactions, Ahold paid the Lenders and the Institutional Investors a total amount of
USD 448 (EUR 452). As a result of the foregoing transactions, Ahold assumed full ownership of DAIH.
Since the purchase price for the DAIH shares referred to above exceeded the fair value of the shares acquired, and as a
result of writing off the USD 5 Loan, Ahold recorded a EUR 372 loss in connection with this transaction in fiscal 2002.
The loss was calculated as follows:
(amounts in million of USD, except as noted) Fiscal 2002
Cash paid to Lenders and Instritutional Investors
448
Write-off of loan to Velox
5
Total
453
Fair value of 2,116 shares at USD 40,000 per share
(85)
Exceptional loss on default
368
Exceptional loss on default in EUR
372
