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Swebus Fastigheter AB, et al. – ‘F-4/A’ on 7/9/04

On:  Friday, 7/9/04, at 2:26pm ET   ·   Accession #:  1047469-4-22874   ·   File #s:  333-115996, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/09/04  Swebus Fastigheter AB             F-4/A                 10:2.0M                                   Merrill Corp/New/FA
          Swebus Express AB
          Swebus AB
          Concordia Bus Nordic Holding AB
          Ingenior M.O. Schoyens Bilcentraler AS
          Swebus Busco AB
          Malmfaltens Omnibus AB
          Interbus AB
          Enkoping-Balsta Fastighetsbolag AB
          Alpus AB
          Concordia Bus Nordic AB
          Concordia Bus Finland OY Ab

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Pre-Effective Amendment to Registration Statement   HTML   1.71M 
                          of a Foreign Private Issuer for                        
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     17K 
 3: EX-5.2      Opinion re: Legality                                HTML     20K 
 4: EX-5.3      Opinion re: Legality                                HTML     17K 
 5: EX-5.4      Opinion re: Legality                                HTML     15K 
 6: EX-12.1     Statement re: Computation of Ratios                 HTML     38K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     12K 
 8: EX-23.2     Consent of Experts or Counsel                       HTML     12K 
 9: EX-23.3     Consent of Experts or Counsel                       HTML     11K 
10: EX-99.1     Miscellaneous Exhibit                               HTML     46K 

Use these links to rapidly review the document
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on July 9, 2004.

Registration No. 333–115996–11

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
FORM F-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Not Applicable
(I.R.S. Employer Identification No.)

Solna Strandväg 78, SE-171 54,
Solna, Sweden 011 46 85 46 30 000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

4100
(Primary Standard Industrial Classification Code Number)

CT Corporation System
111 Eighth Avenue, New York, NY 10011 (212) 894-8600
(Address, including zip code, and telephone number, including
area code, of agent for service of process)

Copies of Communications to:
Robert S. Trefny, Esq.
Clifford Chance Limited Liability Partnership
10 Upper Bank Street London E14 5JJ United Kingdom

        Approximate date of commencement of proposed sale to the public: As soon as possible after the effective date of this Registration Statement.

(1)

Estimated solely for the purpose of computing the amount of the registration fee.

(2)

The €130,000,000 face amount of the Senior Secured Notes has been translated into dollars at the rate of $1.2102 per €1.00, the noon buying rate for euro published by the Federal Reserve Bank of New York on May 26, 2004.

(3)

In accordance with Rule 457(f)(1) under the Securities Act of 1933, the filing fee has been calculated on the basis of the market value of the Notes to be received by the Registrants in the exchange offer using the noon buying rate for cable transfers of euros as reported by the Federal Reserve Bank of New York as of May 26, 2004 of $1.2102 per €1.00.

        The registrant hereby amends the registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Exchange Offer for
€130,000,000
Concordia Bus Nordic AB (publ)

9.125% Senior Secured Notes due August 1, 2009

Guaranteed by Concordia Bus Nordic Holding AB, Alpus AB, Enköping-Bålsta Fastighetsbolag AB, Interbus AB, Malmfältens Omnibus AB, Swebus AB, Swebus Busco AB, Swebus Express AB, Swebus Fastigheter AB, Concordia Bus Finland Oy Ab and Ingeniør M.O. Schøyens Bilcentraler AS

        We are offering to exchange our 9.125% Senior Secured Notes due August 1, 2009, which we refer to as the Exchange Notes, for all of our 9.125% Senior Secured Notes due August 1, 2009, which we refer to as the Old Notes. An aggregate principal amount of €130,000,000 of the Old Notes are outstanding.

TERMS OF THE EXCHANGE OFFER:

•

Exchange Offer Expiration Date
9:00 a.m. central European time on                          , 2004, unless extended.



•

Exchange Ratio
You will receive €1,000 principal amount of Exchange Notes for each €1,000 principal amount of Old Notes that you validly tender.



•

Withdrawal Rights
You may withdraw a tender of the Old Notes at any time prior to the expiration date.

TERMS OF THE EXCHANGE NOTES:

•

Substantially Identical to Old Notes
The terms of the Exchange Notes are substantially identical to those of the Old Notes, except that you can freely trade the Exchange Notes in the United States.



•

Ranking
The Exchange Notes will be senior secured debt of Concordia Bus Nordic AB (publ) ("Concordia"), ranking equally with all of its existing and future senior unsecured debt and senior in right of payment to its existing and future subordinated debt, if any.



The Exchange Notes will rank senior to all of our future junior subordinated indebtedness.


As of July 9, 2004, there is no debt that is senior or effectively senior to the Exchange Notes.

•

Guarantees
Concordia Bus Nordic Holding AB and all subsidiaries of Concordia, other than minor dormant subsidiaries, have fully and unconditionally guaranteed the Exchange Notes. The guarantees are joint and several.



•

Redemption
The Exchange Notes may be redeemed at any time on or after February 1, 2007 at the redemption prices listed under "Description of Notes—Optional Redemption."



•

Listing
The Exchange Notes will be listed on the Luxembourg Stock Exchange. The Exchange Notes will not be listed on any U.S. exchange.

        This investment involves risks. You should read "Risk Factors" beginning on page 17.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where those Old Notes were acquired by that broker-dealer as a result of its market-making activities and other trading activities, acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

The date of this prospectus is                          , 2004.

        You can obtain copies of documents described in, but not included or delivered with this prospectus, without charge to you upon written or oral request. You must address your request to Jan Seljemo, Chief Financial Officer, Concordia Bus Nordic AB (publ), Solna Strandväg 78, SE-171 54 Solna, Sweden. To obtain timely delivery, you must request the information no later than         , 2004.

        For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to it to any broker-dealer that requests additional copies of the prospectus in the letter of transmittal. Until             , 2004, all dealers effecting transactions in the Exchange Notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

TABLE OF CONTENTS

        You should rely on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the Securities and Exchange Commission a registration statement on Form F-4 under the Securities Act of 1933 to register the exchange offer contemplated in this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information presented in the registration statement. For further information about us, the exchange offer and any document referred to in this prospectus, you should refer to the registration statement and its exhibits.

        The registration statement, its exhibits and schedules, reports and other information that we have filed with or furnished to the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also contact the Commission at 1-800-SEC-0330 and at its regional offices at 7 World Trade Center, 13^th Floor, New York, New York, 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can obtain copies of this material by mail from the Public Reference section of the Commission, 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates.

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

        Concordia is organized under the laws of Sweden and the Guarantors are organized under the laws of Sweden, Norway and Finland. All of our directors, executive officers and our subsidiaries and the independent auditors named in this prospectus are non-residents of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against any of them judgments of US courts predicated upon civil liabilities under US federal securities laws. Although we agree under the terms of the indenture relating to these Notes to accept service of process in the United States by an agent designated for such purpose, it may not be possible for investors to (i) effect service of process within the United

i

States upon our officers and directors and the independent auditors named herein and to (ii) realize in the United States upon judgments against such persons obtained in such courts predicated upon civil liabilities of such persons, including any judgments predicated upon US federal securities laws to the extent such judgments exceed such person's US assets. There is also doubt as to the enforceability in Sweden, Norway and Finland, in original actions or in actions for enforcement, of judgments of US courts predicted upon the civil liability provisions of the federal securities laws of the United States.

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

        Unless otherwise indicated, references in this prospectus to "SEK," "Swedish Krona" or "Swedish Kronor" are to the lawful currency of Sweden; references to "euro" or "€" are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; references to "Norwegian Kroner" or "NOK" are to the lawful currency of Norway; and references to "US dollars" or "$" are to the lawful currency of the United States of America.

        We prepare our consolidated financial statements in Swedish Kronor. For information regarding recent rates of exchange between Swedish Kronor and US dollars, see the section "Exchange Rates."

        The consolidated financial statements of Concordia Bus Nordic Holding AB are prepared in accordance with accounting principles generally accepted in Sweden ("Swedish GAAP"), which differ in certain respects from generally accepted accounting principles in certain other countries. The significant differences between Swedish GAAP and accounting principles generally accepted in the United States of America ("US GAAP") are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

ii

SUMMARY

        The following summary contains basic information about us and the exchange offer. Because this is a summary, it does not contain all the information that may be important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire document, including Concordia Bus Nordic Holding AB's consolidated financial statements included herein and the notes thereto, and the documents we have referred you to.

        The information set out in sections of this prospectus describing clearing arrangements is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream, which we refer to as the clearing systems, currently in effect. Investors wishing to use the facilities of any of the clearing systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant clearing system. We will have no responsibility or liability for any aspect of the records relating to, or payments made on account of, book-entry-interests held through the facilities of any clearing system or for maintaining, supervising or reviewing any records relating to these book-entry-interests.

        Unless otherwise stated in this prospectus or unless the context otherwise requires, references to "Concordia," "we," "us" or "our" are to Concordia Bus Nordic AB and, as the context may require, its subsidiaries; references to "our indirect Parent" are to Concordia Bus AB (publ) and, as the context may require, its subsidiaries; references to "our direct Parent" or "the Parent Guarantor" are to Concordia Bus Nordic Holding AB and, as the context may require, its subsidiaries; references to "Swebus" are to Swebus AB; references to "Concordia Finland" are to Concordia Bus Finland Oy Ab; references to "SBC" are to Ingeniør M.O. Schøyens Bilcentraler AS; references to "SG" or the "Schøyen Group" are to Schøyen Gruppen AS; and references to "Bus Holdings" are to Bus Holdings S.a.r.l.

Overview

        We provide public bus transportation services in Sweden, Norway and Finland, operating through our three main operating subsidiaries: Swebus, SBC and Concordia Finland, respectively. We also provide express bus and coach hire services. In Sweden, we currently operate 3,156 buses, and are the largest operator through Swebus, with an estimated market share of approximately 31.3% of the public bus transportation market (measured by the number of buses in operation). This market share data has been calculated based on the share of total number of buses, as provided by the relevant CPTA. In Norway, SBC currently operates 405 buses (of these 405 buses, 94 had been purchased pursuant to a contract entered into in January of 2004 and included in the February 29, 2004 year end totals, though these 94 buses were not delivered to SBC until March of 2004) and has an estimated 20% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities. This market share data has been calculated based on the share of total number of buses, as provided by the relevant CPTA. In Finland, Concordia Finland currently operates 347 buses and is the second largest operator in the greater Helsinki area with a market share of approximately 26%. This market share data has been calculated based on the relative number of contract kilometres. This information is made available at each tendering.

        Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

1

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ).

        For the year ended February 29, 2004, we had net revenue of SEK 4,761 million. We sustained operating losses of SEK 108 million for the year ended February 29, 2004, SEK 123 million for the year ended February 28, 2003 and SEK 115 million for the year ended February 28, 2002. We sustained net losses of SEK 171 million for the year ended February 29, 2004, SEK 179 million for the year ended February 28, 2003 and SEK 173 million for the year ended February 28, 2002.

        Pursuant to an intercompany loan agreement entered into on February 28, 2002, as amended and restated as of the issue date, Concordia Bus AB provided a shareholder loan (the "Subordinated Shareholder Loan") to Concordia of SEK 501 million in aggregate principal amount, comprising a portion of the net proceeds of the Parent Notes issued in 2002. The current outstanding balance of the Subordinated Shareholder Loan is SEK 368 million. The terms of this Subordinated Shareholder Loan, as so amended and restated, provide that (i) interest accrues at a rate of 11% per annum, (ii) the loan is payable on demand and (iii) payments in respect of the Subordinated Shareholder Loan have been subordinated to our obligations under the Notes. The Subordinated Shareholder Loan will mature on February 14, 2010.

Our Address

        Our principal executive office is located at Solna Strandväg 78, SE-171 54, Solna, Sweden, and our telephone number is +46 85 46 30 000. Our Internet address is www.concordiabus.com.

2

Corporate Structure

        The following chart sets forth the corporate structure of Concordia.

(a)

Bus Holdings is an affiliate of Goldman Sachs International.

(b)

Under the terms of a management services agreement, Concordia Bus Management AS has agreed with Concordia Bus BV to provide specified management services to Concordia Bus BV and its subsidiaries. See "Principal Shareholders and Related Party Transactions" for a description of the management services agreement.

(c)

Pursuant to an intercompany loan agreement entered into on February 28, 2002, as amended and restated, Concordia Bus AB provided the Subordinated Shareholder Loan to Concordia of SEK 501 million in aggregate principal amount, comprising a portion of the net proceeds of the Parent Notes issued in 2002. The current outstanding balance of the Subordinated Shareholder Loan is SEK 368 million. The terms of this Subordinated Shareholder Loan, as so amended

3

and restated, provide that (i) interest accrues at a rate of 11% per annum, (ii) the loan is payable on demand and (iii) payments in respect of the Subordinated Shareholder Loan are subordinated to our obligations under the Notes. The Subordinated Shareholder Loan will mature on February 14, 2010.

(d)

The Notes benefit from (i) a pledge by our direct Parent of the shares in Concordia, (ii) a pledge by Concordia of the shares of all of its operating subsidiaries, (iii) certain other security, including a pledge by Swebus Busco AB of all of the buses it owns (with a book value at November 30, 2003, of approximately SEK 1.3 billion), which represents substantially all of the tangible fixed assets of Concordia and its operating subsidiaries, and a pledge by Swebus AB of a floating charge over its assets securing an amount up to SEK 100 million and (iv) a pledge by Concordia of certain secured intercompany loans to Swebus AB and Swebus Busco AB, in the amounts of SEK 200 million and SEK 800 million, respectively, pursuant to which a second ranking security interest over certain assets of those Guarantors has been granted to Concordia. The Indenture in respect of the Notes includes certain intercreditor arrangements between Concordia and the Trustee with respect to the Collateral securing such intercompany loans. The laws of certain jurisdictions may limit recovery over security constituting the Collateral. See "Risk Factors—Risks Related to the Notes—Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions."

(e)

The Notes are guaranteed on a senior basis by all of Concordia's operating subsidiaries as well as by our direct Parent, Concordia Bus Nordic Holding AB (together, the "Guarantors"). These subsidiaries are: Swebus AB, Swebus Busco AB, Swebus Express AB, Interbus AB, Ingeniør M.O. Schøyens Bilcentraler AS, Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Malmfältens Omnibus AB and Enköping-Bålsta Fastighetsbolag AB. The laws of certain jurisdictions may limit the enforceability of certain guarantees. See "Risk Factors—Risks Related to the Notes—Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions."

(f)

These companies are dormant and have no material assets. Concordia has designated Arlanda Buss AB, Billingens Trafik AB, Enköping-Bålsta Trafik AB, Gävle Trafik AB, Hälsinge Wasatrafik AB, AB Härnösandsbuss, Karlstadsbuss AB, AB Kristinehamns Omnibusstrafik, Saltsjöbuss AB, Swebus Service AB, Swebus Västerås AB, Tumlare Buss AB, Wasabuss AB and Wasatrafik AB as unrestricted subsidiaries. These companies will not guarantee the Notes.

4

The Exchange Offer

        The exchange offer applies to the €130,000,000 aggregate principal amount at maturity of the Old Notes. The form and terms of the Exchange Notes are the same as the form and terms of the Old Notes except that the Exchange Notes have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer. The Exchange Notes will be entitled to the benefits of the Indenture under which the Old Notes were issued. We sometimes refer to the Old Notes and the Exchange Notes collectively in this prospectus as the "Notes". You should read "Description of Notes" for additional information about the terms of the Notes.

5

6

7

Summary of Key Terms of the Exchange Notes

        The Exchange Notes are registered under the Securities Act and accordingly are not subject to several restrictions on transfer applicable to the Old Notes. Except as provided in the previous sentence, the Exchange Notes have terms and conditions identical in all material respects to those of the Old Notes. Accordingly, the following description of the Notes applies equally to the Old Notes and the Exchange Notes.

8

9

10

11

Risk Factors

        You should consider carefully all the information set forth in this prospectus and, in particular, should evaluate the specific factors involved with an investment in the Exchange Notes under the section "Risk Factors" beginning on page 17.

12

Summary Consolidated Historical Financial and Operating Data

        Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

        The following tables set forth summary consolidated financial data derived from audited financial statements of Concordia Bus Nordic Holding AB as of and for the years ended February 28, 2002, February 28, 2003 and February 29, 2004. This information should be read in conjunction with the sections "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        The consolidated financial statements of Concordia Bus Nordic Holding AB have been prepared in accordance with Swedish GAAP, which differ in certain significant respects from US GAAP. The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

13

CONCORDIA BUS NORDIC HOLDING AB

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(in millions, except per share amounts and operating data)

(a)

Includes financing costs and other financial charges and unrealized exchange rate gains and losses on loans denominated in foreign currency. The net foreign currency exchange gains and losses represented SEK 3 million, SEK 4 million and SEK (7) million for the years ended February 28, 2002 and 2003 and February 29, 2004, respectively.

        (footnotes continued on following page)

14

(b)

The Subordinated Shareholder Loan, net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by Concordia Bus AB (publ) from Concordia Bus Nordic Holding AB and its subsidiaries in exchange for tax losses from Concordia Bus AB (publ) and cash payments from Concordia Bus Nordic Holding AB to Concordia Bus AB (publ) relating to servicing the Parent Notes. For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from Our Indirect Parent."

(c)

Total senior debt includes long-term senior debt and the short-term portion of long-term senior debt including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan. Concordia Bus Nordic Holding AB believes that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt Concordia Bus Nordic Holding AB owes that historically was ranked pari passu with the Notes.

(d)

Net present value of operating leases represents the net present value of future minimum lease payments for vehicles, real estate and certain other leased assets under operating lease arrangements.

(e)

Ratio of earnings to fixed charges is expressed as net income before taxation plus fixed charges (interest expenses, amortization of financing fees and the interest component of operating leases) divided by fixed charges. Earnings are inadequate to cover fixed charges by SEK 219 million under Swedish GAAP and by SEK 228 million under U.S. GAAP for the year ended February 28, 2002. For the year ended February 28, 2003 earnings were inadequate to cover fixed charges by SEK 228 million under Swedish GAAP and SEK 226 million under U.S. GAAP. See Exhibit 12.1 to this Form F-4.

15

RECONCILIATION OF CERTAIN FINANCIAL DATA TO ACCOUNTS OF CONCORDIA BUS AB

        Concordia Bus AB (publ) is subject to certain provisions of the periodic reporting and other information requirements of the Exchange Act. The following table reconciles certain line items of the financial statements of Concordia Bus Nordic Holding AB with the corresponding line items of the accounts of Concordia Bus AB (publ). Amounts in each reconciling line item set forth below were recognized or incurred by Concordia Bus AB (publ) but were not recognized or incurred by Concordia Bus Nordic Holding AB.

(a)

Third parties are entities not included in the Concordia Bus BV group of companies (as depicted under the caption "Summary—Corporate Structure").

(b)

Total senior debt includes long-term senior debt and the short-term portion of long term senior debt including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan.

16

RISK FACTORS

        Prior to investing in the Notes, prospective investors should consider the following risk factors, together with the other information set forth in this prospectus. This section of the prospectus describes important risks that may cause actual results or performance to differ materially from the results or performance described in the forward-looking statements throughout this prospectus.

Risks Related to the Notes

Concordia is a holding company with no revenue generating operations of its own.

        Concordia is a holding company. Our principal asset is our investment in our subsidiaries. We conduct no business or operations except through direct and indirect subsidiaries. Our ability to service our indebtedness, including the Notes, is entirely dependent upon the receipt of funds from our subsidiaries by means of dividends, interest, intercompany loans or otherwise. The ability of our subsidiaries to make those funds available to us is subject to, among other things, applicable corporate and other laws and restrictions contained in agreements to which such subsidiaries may be subject. We cannot assure you that our subsidiaries will be in a position to make funds available to us. Although the indenture related to the Notes limits the ability of such subsidiaries to enter into consensual restrictions on their ability to pay dividends and make other payments to us, such limitations are subject to a number of significant qualifications. See the section "Description of Notes." Also, according to Swedish law, our subsidiaries may only pay dividends to us to the extent that they have distributable earnings. All of our subsidiaries, except for Concordia Bus Finland, have historically had distributable earnings. This could have a material adverse effect on our financial condition.

We expect that our direct Parent and our indirect Parent will seek to cause us to make funds available for interest payments under the Parent Notes.

        We are a wholly-owned indirect subsidiary of our indirect Parent, which is required by the terms of the Parent Notes to make semi-annual interest payments on the Parent Notes, which bear interest at 11%. Currently, the total aggregate amount of Parent Notes outstanding is €160,000,000. Annual interest costs on the Parent Notes currently equal €17,600,000. A portion of the net proceeds received from the issuance of the Parent Notes was loaned to us by our indirect Parent pursuant to the Subordinated Shareholder Loan, which is a subordinated intercompany loan and which bears interest at a rate of 11% and matures on February 14, 2010. The current outstanding balance of the Subordinated Shareholder Loan is SEK 368 million. Payments made by us in respect of the Subordinated Shareholder Loan will not be sufficient to allow our indirect Parent to make interest payments on the Parent Notes. In addition to the payments we make in respect of the Subordinated Shareholder Loan, therefore, we expect that our direct Parent, which is entirely dependent upon the receipt of funds from us and our subsidiaries and whose interests may conflict with holders of the Notes, will seek for us to make funds available to it so that our indirect Parent may make interest payments on the Parent Notes. The terms of the Notes will permit us to make distributions to our Parents, whether in the form of dividends, distributions, advances or otherwise for the purpose of making these semi-annual interest payments. We intend to make such distributions to our Parents via dividends, by making interest payments on the Subordinated Shareholder Loan, or by repaying the principal on the Subordinated Shareholder Loan. However, according to Swedish law, we can only pay dividends to our Parents to the extent that we have distributable earnings. This could have a material adverse effect on our financial condition.

17

To service our debt, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our debt, including the Notes, will depend on our subsidiaries' ability to generate cash in the future and our subsidiaries' ability to generate distributable earnings or other funds available for that purpose. We currently require €11,900,000 to service our debt on an annual basis and are not required to make any payments of principal prior to maturity. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

        Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations and available cash will be adequate to meet our future liquidity and debt service needs. However, we cannot assure you that (1) our business will generate sufficient cash flow from operations, particularly if our bus fleet grows more rapidly than anticipated, with the associated increase in operating lease costs, (2) currently anticipated cost savings, fleet management strategies and operating improvements will be realized on schedule, or at all or (3) future borrowings will be available to us in an amount sufficient to enable us to make required payments on, and redemptions of, our debt, including these Notes, or to fund our other liquidity needs.

        We sustained operating losses of SEK 108 million for the year ended February 29, 2004, SEK 123 million for the year ended February 28, 2003 and SEK 115 million for the year ended February 28, 2002. We sustained net losses of SEK 171 million for the year ended February 29, 2004, SEK 179 million for the year ended February 28, 2003 and SEK 173 million for the year ended February 28, 2002,

        We may need to refinance all or a portion of our and our subsidiaries' debt, including the Notes, on or before maturity. We may not be able to refinance any of such debt, including debt under the Notes, on commercially reasonable terms or at all, which could have a material adverse effect on our business.

        Further, our indirect Parent's ability to make payments on the Parent Notes is currently wholly dependent upon our and our subsidiaries' ability to make payments in connection with the Subordinated Shareholder Loan, as well as our and our subsidiaries' ability to generate distributable earnings for that purpose. Although we believe that, after making payments permitted in respect of the Subordinated Shareholder Loan, we will have available distributable earnings to make payments in respect of the Parent Notes, we cannot assure you we will have sufficient distributable earnings to do so. Any failure to provide funds to our direct Parent sufficient to make interest payments on the Parent Notes could result in a default under the Parent Notes. A default on the Parent Notes could result in an insolvency of our indirect Parent, which would accelerate payment on the Notes in accordance with the terms of the indenture. Even if our indirect Parent did not suffer an insolvency, such default could limit our ability to obtain funding, which could have a material adverse effect on our business.

Our substantial leverage could adversely affect our ability to run our business.

        We have now and will continue to have a significant amount of debt. As of February 29, 2004, our total consolidated debt was approximately SEK 1,589 million, of which total consolidated senior debt was approximately SEK 1,221 million and our shareholders equity was SEK 235 million. We also have substantial liabilities in the form of our operating lease payments. The present value of future lease payments for our operating lease liability for February 29, 2004 was SEK 957 million, SEK 1,003 million for the year ended February 28, 2003 and SEK 748 million for the year ended February 28, 2002.

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        In addition, we expect that our direct Parent and our indirect Parent will seek to cause us to make funds available to them, in excess of our obligations in respect of the Subordinated Shareholder Loan, in respect of our indirect Parent's interest payment obligations under the Parent Notes. See "Risk Factors—Risks Related to the Notes—Concordia is a holding company with no revenue generating operations of its own. We expect that our direct Parent and our indirect Parent will seek to cause us to make funds available for interest payments under the Parent Notes."

        Our and our subsidiaries' substantial debt, and such need to provide funds to our direct Parent, could have important consequences for you. For example, it could among other things:

•

make it more difficult for us to satisfy our obligations under the Notes;



•

limit our ability to fund our working capital, capital expenditures and general corporate requirements;



•

limit our ability to borrow additional funds;



•

limit our ability to enter into operating leases for buses;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the funds available to us for other purposes;



•

make us more vulnerable to economic downturns; and



•

reduce our flexibility to respond to changing business and economic conditions.

        In addition, we and our subsidiaries may be able to incur substantial additional debt in the future. The terms of the indenture restrict but do not fully prohibit us and our subsidiaries from borrowing after completion of this offering, and some of those borrowings may be secured. To the extent one or more of the Note Guarantees may be limited in value, or unenforceable, as a result of applicable laws, future borrowings by Subsidiary Guarantors will be effectively senior in right of payment to the Notes. Further, if new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify.

        Any of the foregoing could have a material adverse effect on our business, our ability to make payments under the Notes and our ability to continue presenting our financial statements under the assumption that we are a going concern.

The terms of our indebtedness restrict our corporate activities.

        The Indenture under which the Notes will be issued, and the indenture under which the Parent Notes were issued, restrict, and in some cases prohibit, among other things, our and our subsidiaries' ability to:

•

incur additional debt;



•

make prepayments of certain debt;



•

pay dividends;



•

make investments;



•

engage in transactions with affiliates;



•

issue capital stock;



•

create liens;



•

sell assets; and



•

engage in mergers and consolidations.

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        A failure to comply with these covenants could result in a default under the Notes, which in turn could result in an event of default under our other indebtedness, or an event of default under the Parent Notes.

We may not have the ability to raise the funds necessary to finance the change of control offer or asset sale offers required by the indenture.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding Notes. Furthermore, a change of control may result in a default under and possibly acceleration of other senior debt we may incur. Also, if we or our subsidiaries sell assets we may, subject to conditions, be required to offer to repurchase Notes. It is possible, however, that we will not have sufficient funds at the time we are required to make such an offer to make the required repurchase of Notes. See the heading "Repurchase at the Option of Holders" in the section "Description of Notes."

Enforcement of the Note Guarantees and the Collateral may be subject to certain limitations and will require satisfaction of certain conditions.

        Generally, claims of creditors of a subsidiary will have priority with respect to the assets of such subsidiary over the claims of creditors of its parent company. However, subject to the limitations and qualifications described below, holders of the Notes will have direct claims against the Guarantors under the Note Guarantees. Guarantors guaranteeing the Notes at closing include:

        Enforcement of the Note Guarantees and Collateral may be limited in certain circumstances. Any such limitation would, if applicable, effectively subordinate the Notes in right of payment to all indebtedness of the relevant Guarantor then existing irrespective of the granting of the Note Guarantee.

Swedish Subsidiary Guarantees and Collateral.

        Enforcement of the Note Guarantees and Collateral may, in whole or in part, be limited to the extent that the undertaking by each respective subsidiary is deemed to be in conflict with the corporate interest of the respective subsidiary. The corporate interest shall be determined on the basis of whether the undertaking was made for business reasons so as to involve corporate benefit for the subsidiary and whether the guaranteed party is solvent for repayment of the secured amount at the time of providing the security. The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or part thereof, would violate the Swedish Companies Act to the extent that it would result in a payment exceeding the distributable profit of the respective subsidiary at the time of providing the security. Upon such violation, the Note

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Guarantees and Collateral would be invalid and any payments made thereunder would be subject to recovery at least to the extent they violate the above mentioned rules on corporate interest.

Finnish Subsidiary Guarantee and Collateral.

        The granting of guarantees and security is restricted under the Finnish Companies Act. Enforcement of the Note Guarantees and Collateral issued or granted by Concordia Finland may, in whole or in part, be limited to the extent that the undertaking by such subsidiary is deemed to be in conflict with the limitations set out in the Finnish Companies Act, including the corporate interest of Concordia Finland. The determination shall be made, inter alia, on the basis of whether the undertaking was made for reasons so as to involve corporate benefit for (and be justified with grounds relating to the operations of) Concordia Finland and whether the guaranteed party is solvent for repayment of the guaranteed amount during the term of the undertaking. The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or a part thereof, would violate the Finnish Companies Act. Any such violation would render the Note Guarantees and Collateral invalid and any payments made thereunder would be subject to recovery at least to the extent that they violate the Finnish Companies Act.

Norwegian Subsidiary Guarantee and Collateral.

        The issuance of the Subsidiary Guarantee and the granting of the relevant security by the Norwegian subsidiary may be invalid under Norwegian law if such issuance and granting are not motivated by a legitimate business reason or corporate benefit for that subsidiary. In determining the sufficiency of the business reason or corporate benefit, a Norwegian court will consider whether or not the granting of the guarantee or security supported the object and the operations of that subsidiary. We believe sufficient corporate benefit exists with respect to the Note Guarantee and Collateral granted by the Norwegian subsidiary. However, there can be no certainty as to the sufficiency of the corporate benefit.

If we or our Swedish, Norwegian or Finnish operating subsidiaries incur substantial operating losses, we or they may be subject to liquidation under our respective national regimes.

        The respective companies acts and insolvency and reorganization laws of Sweden, Norway and Finland apply to Concordia and its operating subsidiaries. Under these regimes, if losses reduce the equity of these entities or any of their subsidiaries (including Concordia itself on a stand-alone rather than a consolidated basis) to an amount less than 50% of its registered share capital, or (in Norway only) if the equity becomes inadequate compared to the risks and the size of its business, the directors of such entity would be obligated by law to convene a general shareholders meeting to resolve to liquidate such entity unless the directors were able to balance the amount of such equity and the registered share capital (in Sweden, within eight months of such meeting, and in Finland, within twelve months of such meeting) by (1) increasing the equity in an amount sufficient to achieve such balance and, in the Norwegian scheme, to ensure that its equity becomes adequate compared to the risks and the size of its business, or (2) reducing the share capital to pay off losses in an amount sufficient to achieve such balance. Due to these requirements, Concordia Finland converted portions of its shareholder loan from Concordia into a subordinated loan in July 2001 and in February 2003. In addition, if we are not successful in our cost-cutting initiatives and our losses continue, this may cause our equity to decrease sufficiently to require an equity increase or share capital reduction as described above. If we are unable to procure such an equity increase or share capital reduction, it would have an adverse effect on our ability to continue presenting our financial statements under the assumption that we are a going concern. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Operating Results—Critical Accounting Policies—Going-concern matters."

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Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws.

        Under Swedish, Norwegian or Finnish law, there is no consolidation of bankruptcies of the assets and liabilities of a group of companies. Each individual company would thus be treated separately by a bankruptcy administrator appointed by the local district court. The assets of our subsidiaries would first be used to satisfy the debts of each respective subsidiary and only the remaining surplus (if any) of a subsidiary would benefit our creditors. As a result, your ability to protect your interests as a creditor of a parent of such subsidiary may not be as strong under Swedish, Norwegian or Finnish law as it would be under the laws of other countries.

Sweden

        Under Swedish law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings. Such provisions afford debtors and unsecured creditors only limited protection relative to the claims of secured creditors.

        The security in the floating charges pledged by Swebus has a first priority interest in all tangible and intangible assets except for (i) real estate property and (ii) cash and bank deposits, unless the property is otherwise pledged, but after our debt to creditors with rights of set-off. However, after January 1, 2005, the pledged floating charges will attach to all of the relevant pledgor's assets (including real estate property, cash and bank deposits) due to amendments in Swedish insolvency law. According to the new rules, the floating charge will carry a general right of priority, which means that it may be enforced only in the event of bankruptcy or insolvent liquidation. Furthermore, the right of priority that will attach to the floating charge will be enforceable only against 55% of the value of the property remaining after distribution has been made to creditors with specific rights of priority.

        The business reorganization laws of Sweden apply to Concordia. Under official business reorganization, creditors may under certain circumstances be forced to approve the terms of the business reorganization. During a business reorganization, Concordia will not be allowed to fulfill any obligations incurred before the reorganization without the permission of the administrator appointed by the local district court.

        Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings is applicable in Sweden. In certain circumstances, that regulation will govern determinations as to the appropriate jurisdiction and competent authority within the European Union with respect to insolvency proceedings.

Norway

        Noteholders' rights with respect to the Note Guarantees and pledges of security from SBC may be compromised in an insolvency proceeding with respect to SBC.

        The Norwegian Bankruptcy Act 1984 sets out two main procedures that can be followed in respect of a company being illiquid or insolvent: debt settlement proceedings (voluntary or compulsory) and bankruptcy. Only the subject company can apply for debt settlement proceedings.

        The purpose of debt settlement proceedings is to give a debtor who is illiquid the opportunity to negotiate with its creditors for a voluntary composition or a compulsory composition under the protection of the courts. In such a proceeding, the court will appoint a debt settlement committee composed preferentially of creditors' representatives with a lawyer as chairman. If a voluntary debt settlement is opposed by any of the creditors, the alternatives are either compulsory debt settlement proceedings or bankruptcy. While in debt settlement proceedings a debtor is restricted with respect to carrying on its business but remains in charge of its business under the supervision

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of the committee. As a general rule, during the first three months of debt settlement proceedings, a bankruptcy petition cannot be filed.

        During the first six months of the debt settlement or bankruptcy proceedings, security may only be enforced with the consent of the debt settlement committee or the bankruptcy trustee (as the case may be).

        In certain circumstances, liens by operation of law have priority ranking ahead of contractually agreed first priority pledges.

Finland

        Under Finnish insolvency law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings. Such provisions afford debtors and unsecured creditors only limited protection relative to the claims of secured creditors. In addition to the priority given to secured debts under Finnish insolvency law, in certain circumstances, liens by operation of law have priority ranking ahead of contractually agreed first priority pledges.

        Pledges over specific assets and certain liens by operation of law have priority ranking ahead of pledged floating charges. Furthermore, in the event of bankruptcy proceedings, the proceeds remaining from the sale of assets subject to the floating charge, after payment to creditors with higher priority ranking, would be divided, with those remaining proceeds being paid (1) 50% to creditors whose claims are secured by the floating charge and (2) 50% to remaining creditors (including creditors secured by floating charge to the extent their claims are not satisfied pursuant to clause (1) above) pro rata in relation to the respective amounts of their claims.

        The business reorganization laws of Finland restrict the actions that are allowed to be taken by either debtors or creditors during business reorganization proceedings.

        Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings is applicable in Finland. In certain circumstances, that regulation will govern determinations as to the appropriate jurisdiction and competent authority within the European Union with respect to insolvency proceedings.

Fraudulent conveyance laws of Sweden, Norway and Finland may protect our creditors to your disadvantage.

Sweden and Finland

        Under Swedish and Finnish law relating to fraudulent conveyance, it is possible that other creditors may claim that payments to you under the Notes or the Note Guarantees or any recoveries with respect to the pledged Collateral should be voided as fraudulent conveyances.

        Under Swedish and Finnish law, in the case of bankruptcy or company reorganization proceedings affecting us, the payments to you under the Notes or the Note Guarantees (of principal or interest or otherwise), which are made less than three months (or two years if effected to a related party) before the application for bankruptcy or company reorganization proceedings is filed with the competent court may, in certain situations, be recovered if the payment is carried out:

•

using unusual means of payment;



•

prematurely; or



•

in an amount which, in light of a debtor's financial position, is material.

        Payments which are deemed to be customary are, however, permissible.

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        Furthermore, the security granted in respect of the Notes or the Note Guarantees, if granted less than three months (or two years, if effected to a related party) before the application for bankruptcy or company reorganization proceedings were filed with a competent court, may be recovered if the security was not a condition under such indebtedness or was not pledged without delay after our accrual of such indebtedness. Nonetheless, security provided that is deemed to be customary is permissible.

        A Swedish or Finnish court could also determine that a fraudulent conveyance has taken place under the general provision on recovery whereby a payment to you under the Notes or the Note Guarantees or the pledging of the Collateral could be revoked if an agreement, transaction or other act, such as the issuance of the Notes or the Note Guarantees or the pledging of the Collateral is held to favor a creditor in an undue manner to the detriment of another creditor or to transfer property out of the reach of the creditors or to increase the debt to the detriment of the creditors, provided that:

•

the debtor was insolvent at the time the agreement, transaction or other act was concluded or the debtor became insolvent as a result of the transaction, by itself or combined with other circumstances; and



•

the other party knew or should have known of the insolvency or over-indebtedness or of the impact of such payment on the debtor's financing state as well as of the circumstances due to which the payment under the Notes or the Note Guarantees or the pledging of the Collateral was undue.

        However, under Swedish and Finnish law, if such an agreement, transaction or other act is concluded earlier than five years before the application for bankruptcy or company reorganization was filed, the payment to you under the Notes or the Note Guarantees or the pledging of the Collateral could be revoked only if a party to the agreement, transaction or other act was someone related to the bankrupt or reorganized party, such as a group company.

        Furthermore, under Finnish law, a gift may be recovered by the estate if it has been made within one year prior to the due date. A gift that has been given before this, but within three years prior to the due date may be recovered if it has been given to a person within the debtor's sphere of interest and it is not proven that the debtor was not excessively indebted nor became excessively indebted as a result of the gift. A transfer resulting from a sale, trade or any other agreement can likewise be recovered if it can be shown that the agreement was unbalanced to the extent that the transfer should be regarded as a gift.

        Under Swedish law, a gift may be recovered by the estate if it has been made within six months prior to the date of application for bankruptcy or reorganization. A gift that has been given before this, but within one year prior to the date of application (or three years if effected to a related party) may be recovered if it is not proven that the debtor was not excessively indebted nor became excessively indebted as a result of the gift. A transfer resulting from a sale, trade or any other agreement can likewise be recovered if it can be shown that the agreement was unbalanced to the extent that the transfer should be regarded as a gift.

        In addition, if any of our major subsidiaries in Sweden or Finland were to enter bankruptcy proceedings, a court in that jurisdiction could prevent our subsidiaries from making payments to us, thereby possibly impairing our ability to pay the amounts due under the Notes.

Norway

        Under Norwegian insolvency laws, the granting of security interests and unusual payments can be voided if undertaken during the three-month period prior to the commencement of insolvency proceedings. There are also other preference provisions such as fraudulent conveyance rules that

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can void any transaction that (a) in an improper way favors one creditor (even if such creditor was not party to the transaction) at the expense of the other creditors, (b) otherwise restricts the availability of debtor's assets for the benefit of creditors, or (c) increases the debtor's debt in a detrimental way for the creditors, in each case provided that the debtor's financial position was weak at the time of, or became materially weaker as a result of, the transaction and the other party knew or should have known of the debtor's financial difficulties (or other circumstances which made the transaction improper).

You cannot be sure that an active trading market will develop for the Notes.

        Although there may be trading activity in Old Notes, we cannot assure you that this trading activity will continue. If the Exchange Notes are traded after we issue them, they may trade at a discount from their initial offering price, depending on many factors, including prevailing interest rates, the market for similar securities, general economic conditions, our financial condition, performance and prospects, as well as recommendations of securities analysts. The Notes are listed on the Luxembourg Stock Exchange. However, we cannot assure you that an active trading market for the Notes will develop, or if one does develop, that it will be sustained.

        To the extent that Old Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Old Notes could be adversely affected due to the limited amount, or "float", of the Old Notes that are expected to remain outstanding following the exchange offer. Generally, decreased float of a security could result in less demand to purchase the security and could, therefore, result in lower prices for the security. For the same reason, to the extent that a large amount of Old Notes are not tendered or are tendered and not accepted in the exchange offer, the trading market for the Exchange Notes could be adversely affected. Untendered and tendered but unaccepted Old Notes will remain restricted securities after the Exchange and their trading will continue to be restricted accordingly.

        Due to Goldman Sachs International's affiliation with Concordia, it is not expected that Goldman Sachs International or its affiliates will effect market making transactions in the United States with respect to notes issued pursuant to the exchange offer.

You may not be able to recover in civil proceedings for US securities laws violations.

        We are a public company with limited liability registered under the laws of Sweden with our registered office in Stockholm, Sweden. The Guarantors are organized under the laws of Sweden, Norway and Finland. None of our directors or officers, nor those of the Guarantors, are residents of the United States. Substantially all of our assets and, all the assets of the Guarantors and all of the assets of such persons are located outside of the United States. There is doubt as to the enforceability in Sweden, Norway and Finland, in original actions or in actions for the enforcement of judgments of US courts, of civil liabilities predicated solely upon the federal securities laws of the United States.

        Because there is no treaty between the United States and Sweden providing for the reciprocal recognition and enforcement of judgments, US judgments are not enforceable in Sweden. A US judgment will be of some persuasive authority as a matter of evidence before the courts of law, administrative tribunals or executive or other public authorities of Sweden. However, there is Swedish case law to indicate that a US judgment (i) that is based on contract among the parties excluding the jurisdiction of the courts of Sweden, (ii) that was rendered under observance of due process, (iii) against which there lies no more appeal and (iv) the recognition of which would not manifestly contravene fundamental principles of the legal order, or the public policy, of Sweden, should be acknowledged without retrial on the merits.

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        A final and conclusive judgment obtained in the state or federal courts in the State of New York in respect of the Indenture would be enforced by the courts of Norway without re-examination of the merits of the case, if (a) such judgment obtained is final and enforceable in and pursuant to the laws of the country or state where it has been passed, (b) the judgment does not relate to an interest in land in Norway, and (c) enforcement of the judgment is in accordance with the mandatory provisions of the Norwegian Enforcement Act (1992).

        A judgment obtained from a competent court in the United States would not be enforceable by the Finnish courts as such since there is no international convention to which both Finland and the United States are parties. However, Finnish title for execution can be sought for such enforcement and in requesting a Finnish court to make a decision to such effect, a judgment of a relevant court of the United States will constitute evidence of the questions of the contents of the governing law as applied to the matter in dispute and such judgment would generally, through such proceedings, be recognized by a Finnish court to the extent it is final and conclusive and not contrary to Finnish public policy or mandatory provisions of Finnish law.

Risks Related to the Company

If we lose many local public transportation authorities' contracts as they are renewed or we are unable to win new contracts, our business will be adversely affected. Further, if we experience difficulties in operating under our existing contracts, our business may be adversely affected.

        In the year ended February 29, 2004, our contracts with local public transportation authorities comprise approximately 89.1% of our revenue. In Sweden, Norway and Finland, we operate under 154, 33 and 13 contracts, respectively, with the largest contract accounting for 5.2% of our net revenue and the top 25 contracts accounting for approximately 51.2% of total revenue in the year ended February 29, 2004. These contracts usually have a five to eight year term. Local public transport authorities conduct a competitive bidding process for each contract shortly before it terminates and the most important criteria for determining the success of the bid is usually price. See "Business—Sweden—Tendering Procedures" for a discussion of the competitive bidding process in Sweden. If we fail to continue to renew our local public transportation authorities contracts, our revenues will be adversely affected as our older local public transportation authorities contracts expire. This may affect our ability to satisfy our obligations under the Notes.

        During the year ended February 28, 2003, Swebus faced significant operating difficulty in the Stockholm and Uppsala region, due largely to poor operational planning of summer and winter traffic schedules, together with an exceptionally severe winter. Restrictions on our ability to manage inherited bus drivers under the new contracts due to a grace period of one year from March 4, 2002, and a shortage of drivers caused significant problems. This situation resulted in additional overtime, training costs, substantial payments due to the inconvenience of working hours, increased subcontracting costs, loss of revenues and contractual penalties. If similar difficulties were to be experienced under other contracts, our business would be adversely affected.

If we do not retain or gain local public transportation authority contracts, we may not benefit from the option to renew existing operating lease agreements at a lower cost.

        As of February 29, 2004, we have entered into operating leasing arrangements for 1,317 of our 3,908 buses and an additional 15 buses not yet delivered. The contracts under which these buses are leased are classified as operating leases which means that no carrying values are recorded on our balance sheet. The term of any given lease is established to match as far as possible with the duration of the underlying contract with the local public transportation authority, generally five to eight years.

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        The structure of the lease contract is such that at the inception of a new lease contract, the leasing fee is established based on the purchase price paid by the lessor and residual value agreed with the manufacturer for the period of the lease. At the end of each leasing contract period each leasing contract can be renewed or terminated (and we have an obligation to renew the lease contracts for a certain aggregate number of buses). The lease payments for the second leasing period, which are based on the agreed residual value at the date of the extension, are lower than the payments during the initial term. If we are not successful in renewing or extending the local public transportation authority contracts, or in efficiently redeploying our buses elsewhere, we may not gain the benefit of such lower costs.

        Further, in the event of an acceleration under the Notes following a default, all or part of the leasing contracts covering a significant portion of our leases may be terminated at the option of the lessor. This could have a material adverse effect on our business.

Competition on price or other factors could adversely affect our business.

        It is our policy to focus on increasing our return on capital and cash generation. We believe that our change in focus toward higher, more appropriate tendering price levels has been adopted by other major operators, particularly since 1998. Consolidation in the industry and this change in focus among the larger competitors from a tendering strategy based on increasing market share to a strategy of seeking to maintain adequate margins have recently resulted in more favorable pricing dynamics. We believe that this trend will continue. For example, in fiscal 2002, fiscal 2003 and fiscal 2004, CPTAs awarded contracts to us on renewal with prices between 10% and 54% above the prices in the previous contracts. However, no assurance can be given that the more favorable pricing trends will continue in the future for new tenders. For more information, see "Business—Sweden—Competition in the Swedish Bus Transportation Market."

If indices in our contracts do not reflect our cost increases, our business could be adversely affected.

        Local public transportation authorities contracts provide for a fee to be paid to us in return for providing bus operations for the routes and schedules described in the contracts. The amount of the fee to be paid each year is adjusted annually based on an index, or on several indices, that is intended to account for changes in our costs. Historically, contracts with local public transportation authorities, which produce a substantial portion of Swebus' revenues in Sweden, have contained cost indices primarily based on consumer price indices.

        While, as tendered contracts expire and new contracts are tendered, it is now becoming increasingly common to include either (i) a price adjustment index which reflects bus industry costs, or (ii) a combination of a consumer price index, a labor cost index and a diesel fuel price index, there can be no assurance this trend will continue. Should price adjustment indices contained in our future local public transportation authorities contracts fail to reflect our actual cost structure, changes in our costs that are not reflected in the indices included in these contracts could adversely affect our operating margins.

The local public transport authorities rely on government subsidies. Removal of these subsidies could drive down local public transportation authorities' contract fees.

        In Sweden and Norway, management believes that approximately 50% and 40%, respectively, of fees to bus operating companies paid by local public transportation authorities under local public transportation authorities contracts in 2003 were funded by government subsidies (as opposed to bus ticket revenues). See "Business—Sweden—Contractual Public Bus Transportation Service" for a discussion of these subsidies. Many European countries have sought to reduce subsidies in recent years. Should Sweden more aggressively seek to reduce subsidies, fees from local public

27

transportation authorities contracts may decrease, and local public transportation authorities could seek to renegotiate the scope of existing contracts. A decision to reduce subsidies could have an adverse effect on potential fees under local public transportation authorities contracts.

Our employees are heavily unionized. Bargaining power and strikes can hurt our business.

        Our bus drivers and most of our other employees are unionized. The collective bargaining agreement generally applicable to our blue collar employees expires on January 31, 2005. See "Business—Drivers and Other Personnel." Personnel costs constituted approximately 57% of our total operating expenses (excluding depreciation and amortization) in the year ended February 29, 2004.

        Swebus has only experienced one industrial disruption in the last five years, in February 1999. The strike was industry-wide in Sweden and lasted for 13 days. In March/April 2000, Concordia Finland experienced a 3-day strike among it employees. Currently the situation seems calm and we are not expecting any strikes before the expiry of the collective bargaining agreement on October 31, 2006 in Finland or before the expiry of the collective bargaining agreement on October 10, 2005 in Sweden.

Fluctuation in price and availability of diesel fuel could hurt our business.

        Significant changes in fuel availability or costs would materially impact our business. Diesel fuel availability and prices are affected by a number of factors, including environmental legislation and global economic and political developments, over which we have little to no control. In addition, our costs are affected by annual increases in fuel taxes, which are largely offset by compensation from indexation. In the event of a shortage in diesel fuel supply resulting from a disruption of oil imports, reduction in production or otherwise, we could face higher diesel fuel prices or the curtailment of scheduled diesel fuel deliveries. We enter into hedging arrangements to fix the cost of diesel fuel before taxes, supplier and transportation costs. As a result of hedging, in the year ended February 29, 2004, our total cost of diesel fuel averaged SEK 5.49 per liter. For a further discussion of our response to fluctuations in prices or a decrease in fuel availability, including our hedging policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Market Risk."

Variations in exchange rates may affect our performance.

        SBC, which comprised approximately 8% of our revenue in the year ended February 29, 2004, prepares its financial statements in, and its functional currency is, Norwegian Kroner. In preparing our consolidated financial statements, we translate SBC's financial statements into Swedish Kronor at each fiscal year end. Consequently, our results from operations are affected by fluctuations in the rate of exchange between Swedish Kronor and Norwegian Kroner.

        Concordia Finland, which comprised approximately 8% of our revenue in the year ended February 29, 2004, prepares its financial statements in, and its functional currency is, the euro. In preparing our consolidated financial statements, we translate Concordia Finland's financial statements into Swedish Kronor at each reporting period. Consequently, our results from operations are affected by fluctuations in the rate of exchange between the Swedish Krona and the euro.

        Further, we are also exposed to currency fluctuations on loans, primarily as a result of having to make interest and principal payments in euro on the Notes. We have entered into collar arrangements through the sale of puts and the purchase of calls with the same settlement dates. While this arrangement caps the amount of benefit we can obtain from an appreciation of the Swedish Kronor against the euro, it also caps our potential increased interest costs through a depreciation of the Swedish Kronor against the euro. Our indirect Parent hedges 50% of its future

28

interest payments on the Parent Notes against adverse movements in the Swedish Kronor/euro exchange rate and hedges 50% of its future payments on the Parent Notes through a cap on positive movements for us in the Swedish Kronor/euro exchange rate. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." We estimate that a 10% depreciation in the value of the Swedish Krona against the euro would increase our interest costs relating to the Notes by approximately SEK 10.9 million per annum (assuming a SEK 9.2175/€1.00 exchange rate and assuming that we successfully hedge 50% of our exposure). Any such depreciation could have a material adverse effect on our financial condition.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believe," "estimate," "anticipate," "expect," "intend," "continue," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear under the headings "Summary," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

        By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause those differences include, but are not limited to:

•

our substantial leverage and our ability to meet our debt service obligations;



•

our ability to win and/or renew public contracts;



•

downward pressure on prices resulting from competition in our industry;



•

our exposure to cost increases that may not be sufficiently accounted for by the indexation terms in our contracts;



•

potential changes in the funding provided to transportation authorities by governments;



•

our ability to win contracts with a margin and return on capital commensurate with our cost structure;



•

our ability to forecast the costs associated with contracts successfully;



•

our ability to take advantage of terms in our lease agreements;



•

our relations with our employees;



•

our exposure to fluctuations in fuel prices; and



•

our exposure to currency exchange rate fluctuations.

        We undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise. Furthermore, these forward-looking statements may be materially impacted by the factors listed under the section "Risk Factors." In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. You should not interpret statements regarding past trends or activities as representations that those trends or activities will continue in the future.

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USE OF PROCEEDS FROM THE EXCHANGE OFFER

        We will not receive any cash proceeds from the issuance of the Exchange Notes offered by this prospectus. In consideration for issuing the Exchange Notes as described in this prospectus, we will receive in exchange Old Notes in like principal amount, the terms of which are identical in all material respects to those of the Exchange Notes. The Old Notes surrendered in exchange for the Exchange Notes will be retired and cancelled and cannot be reissued.

        The net proceeds of the offering of the Old Notes, approximately €124 million after the deduction of the underwriters' commission and offering expenses, were used to repay in full Concordia's previously existing senior debt facilities, including accrued, but unpaid interest, equalling €121 million and for general corporate purposes.

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EXCHANGE RATES

        The table below sets forth, for the periods and dates indicated, certain information concerning the exchange rate for the Swedish Krona against the US dollar based upon the noon buying rate in the City of New York for cable transfers in Swedish Krona as announced by the Federal Reserve Bank of New York for customs purposes (the "SEK Noon Buying Rate").

(a)

The average of the SEK Noon Buying Rate on the last day of each month during the applicable period.

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CAPITALIZATION

        The following table sets forth the capitalization of Concordia as of February 29, 2004. Other than as described in this prospectus, there have been no material changes to Concordia's capitalization as presented below since February 29, 2004.

(a)

These amounts reflect our financial lease obligations.

(b)

Long-term senior debt includes the old notes and lease obligations under financial lease arrangements, but excludes the Subordinated Shareholder Loan.

(c)

We believe that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt we owe which ranks pari passu with the Notes. As of July 9, 2004, there is no debt that ranks senior or effectively senior to the Notes.

(d)

The Subordinated Shareholder Loan, net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by our indirect Parent from us and our subsidiaries in exchange for tax losses from our Indirect Parent and cash payments from us to our Indirect Parent relating to servicing the Parent Notes. For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from our Indirect Parent."

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

        Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

        The following tables set forth selected consolidated financial data derived from audited financial statements as of and for the ten month period ended February 29, 2000, (ii) selected consolidated financial data derived from audited financial statements as of and for the year ended April 30, 1999, and (iii) selected consolidated financial data derived from audited financial statements as of and for the years ended February 28, 2001, February 28, 2002, February 28, 2003 and February 29, 2004.

        This information should be read in conjunction with the sections "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        The consolidated financial statements of Concordia Bus Nordic Holding AB have been prepared in accordance with Swedish GAAP, which differ in certain significant respects from US GAAP. The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

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CONCORDIA BUS NORDIC HOLDING AB

SELECTED CONSOLIDATED FINANCIAL DATA
(in millions, except per share amounts)

(a)

In February and March 1999, Concordia Bus Nordic Holding AB experienced a 13-day labor strike among our employees. This strike resulted in a business interruption, causing lost revenue of SEK 78 million. This was partly offset by a reduction in variable cost of SEK 45 million, resulting in a net loss of SEK 33 million. This net loss was further offset by compensation business interruption insurance paid by the Swedish Bus Employers Association (BUA) in the amount of SEK 25 million.

(b)

In March/April 2000, Concordia Finland experienced a three day strike among its employees. This strike resulted in losses of SEK 1.2 million.

(c)

Operating expenses for the year ended February 28, 2001, include a refund from the administrator of one of the pension plans of SEK 175 million.

(d)

Includes financing costs and other financial charges and unrealized exchange rate gains and losses on loans denominated in foreign currency. The net foreign currency exchange gains and losses represented SEK 0 million for the year ended April 30, 1999, SEK (4) million for the ten months ended February 29, 2000, SEK (20) million, SEK 3 million and SEK 4 million for the years ended February 28, 2001, 2002 and 2003, respectively, and SEK (7) million for the year ended February 29, 2004.

(e)

The Subordinated Shareholder Loan, net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by Concordia Bus AB (publ) from Concordia Bus Nordic Holding AB and its subsidiaries in exchange for tax losses from Concordia Bus AB (publ) and cash payments from Concordia Bus Nordic Holding AB to Concordia Bus AB (publ) relating to servicing the Parent Notes. For a description of the Subordinated Shareholder Loan, see "Description of Other Material Indebtedness—Subordinated Shareholder Loan from our Indirect Parent."

        (footnotes continued on following page)

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(f)

Total senior debt includes long-term senior debt and the short-term portion of long-term senior debt to third parties including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan. Concordia Bus Nordic Holding AB believes that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt Concordia Bus Nordic Holding AB owes which ranks pari passu with the Notes. As of July 9, 2004, there is no debt that ranks senior or effectively senior to the Notes.

(g)

Net present value of operating leases represents the net present value of future minimum lease payments for vehicles, real estate and certain other leased assets under operating lease arrangements.

(h)

Ratio of earnings to fixed charges is expressed as net income before taxation plus fixed charges (interest expenses, amortization of financing fees and the interest component of operating leases) divided by fixed charges. Earnings are inadequate to cover fixed charges by SEK 219 million under Swedish GAAP and by SEK 228 million under U.S. GAAP for the year ended February 28, 2002. For the year ended February 28, 2003 earnings were inadequate to cover fixed charges by SEK 228 million under Swedish GAAP and SEK 226 million under U.S. GAAP. See Exhibit 12.1 to this Form F-4.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        The following should be read in conjunction with our consolidated financial statements included in this prospectus starting on page F-1. Our consolidated financial statements are prepared in accordance with Swedish GAAP, which differ in various significant respects from US GAAP. The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Concordia Bus Nordic Holding AB included elsewhere in this prospectus.

        The following discussion of our financial condition and results of operations is based on the consolidated financial statements of Concordia Bus Nordic Holding AB contained in this prospectus. Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

        Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are the same as that of Concordia Bus Nordic Holding AB. Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

Overview

        Concordia Bus Nordic AB was incorporated on December 22, 1932. In January 2000, Concordia Bus AB, backed by SG (the then-parent company of SBC) and certain private equity funds affiliated with Goldman Sachs International, acquired Concordia Bus Nordic. In connection with the acquisition, SG agreed to contribute its bus operating subsidiary, SBC, to Concordia Bus AB by no later than March 1, 2002, pursuant to mutual options. On February 28, 2001, we acquired SBC with effect from February 1, 2001.

        We provide public bus transportation services in Sweden, Norway and Finland, through our three main operating subsidiaries: Swebus, SBC and Concordia Finland, respectively. We also provide express bus and coach hire services. In Sweden, we currently operate 3,156 buses, and are the largest operator through Swebus, with an estimated market share of approximately 31.3% of the public bus transportation market (measured by the number of buses in operation). This market share data has been calculated based on the share of total number of buses, as provided by the CPTA. In Norway, SBC currently operates approximately 405 buses (of these 405 buses, 94 had been purchased pursuant to a contract entered into in January of 2004 and were included in the February 29, 2004 year end totals, though these 94 buses were not delivered to SBC until March of 2004) and has an estimated 20% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities. This market share data has been calculated based on the share of total number of buses, as provided by the CPTA. In Finland, Concordia Finland currently operates 347 buses and is the second largest operator in the greater Helsinki area with a market share of 26%. This market share data has been calculated based on the relative numbers of contract kilometers. This information is made available at each tendering.

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        The operating results for Concordia Bus Nordic during the fiscal years 2002 to 2004 have been negative, mostly due to loss making contracts in the CPTA-segment. The group profit and loss statement for Concordia Bus Nordic for the year ended February 29, 2004 shows that earnings generated by the underlying businesses during the period March 1, 2003 – February 29, 2004 have not been sufficient to cover our direct Parent's costs. Concordia and its subsidiaries are continuing to implement changes in the operations, changes to the administrative structure as well as certain changes in the capital structures. Changes in operations and administrative structure are made to improve traffic planning and make the usage of buses and staff more efficient.

        Our contracts with public transportation authorities are typically structured such that the level of monthly fees depends on the contractually agreed volume of operations, which varies from month to month, and in many cases declines in the summer months. In addition, our express bus and coach hire services businesses usually experience relatively high revenues from April to September and during December in a given year, as customers tend to use these services during vacation periods and periods having more favorable weather. Furthermore, as a result of our collective bargaining agreements, our personnel costs usually increase in the beginning of each calendar year.

Critical Accounting Policies

        The preparation of our consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. The following paragraphs include descriptions of some accounting areas that require a higher degree of complexity and/or judgment in making estimates.

Recoverability of tangible and intangible fixed assets including goodwill.

        Impairment reviews of tangible and intangible fixed assets, including goodwill, are performed whenever there is an indication of possible impairment. The carrying values of fixed assets, including goodwill related to those assets, are not considered to be recoverable when the expected discounted cash flows from those assets are less than their carrying values. An impairment loss is determined based on the amount by which the carrying value exceeds the fair value of those assets. Losses on fixed assets to be disposed of are determined in a similar manner, taking into account the selling price reduced by the costs of disposal.

        One of our significant assets is our goodwill in our subsidiary SBC. If future cash flows do not develop favorably in the future, there is a risk that goodwill may be impaired and need to be written-down. Goodwill is accounted for in accordance with Swedish GAAP which in certain areas differs from US GAAP. Please see Note 32 item (a), "Goodwill amortization," to the consoldiated financial statements of Concordia Bus Nordic Holding AB filed as part of this prospectus for a description of those differences.

        In addition to goodwill, we also have significant investments in buses. As of February 29, 2004, the carrying value of buses was SEK 1,491 million. The depreciation of these buses is based on a straight-line basis over their estimated useful lives, which range from three to fourteen years depending on the type of bus. Recoverability of these assets being held and used is measured by a comparison of the carrying amount of the asset to the future net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment loss recognized is measured as the amount by which the carrying value of the asset exceeds the fair value of the asset. If we are not successful in renewing our contracts at a level that keeps our buses in service, we may have excess bus capacity and therefore may desire to sell these buses to third parties. In

38

such a situation the carrying value of these buses may exceed the amount that can be recovered in a sales transaction.

Loss making contracts.

        Most of our contracts are five to eight year contracts with municipalities to provide bus services in a particular area. Under the terms of these contracts, revenues are generally indexed at a rate corresponding to a consumer price index or a price index which more closely corresponds to the company's actual cost structure in providing its services, such as an index that considers the significance of changes in diesel prices, payroll costs and other expenses. Due to the fact that the contracted price level on some of our older contracts has proven to be too low to fully cover the costs of those contracts, certain contracts have become loss making. Provisions have been recorded for individual loss making contracts without consideration of expected profits on profitable contracts. We may be required to record additional provisions for loss making contracts in the future if the increase in revenue from the contracts does not offset the actual increase in costs.

Accounting for taxes.

        We have recorded deferred tax assets for certain of our operating loss carry forwards. Since we had deferred tax liabilities amounting to SEK 179 million, SEK 98 million and SEK 28 million as of February 28, 2002, February 28, 2003, and February 29, 2004, respectively, arising primarily from the excess of tax depreciation of buses over depreciation for financial reporting, no valuation allowance has prior to February 28, 2003 been required for these tax loss carry forwards. As of February 29, 2004, we have not recorded any deferred tax asset for our operating loss carry forward, since our deferred tax liability was not large enough to ensure recoverability of the tax benefits from such tax loss carryforwards.

        Considering our recent history of losses, it is not certain that we will be able to continue to offset these tax loss carry forwards against deferred tax liabilities arising from our excess of tax over book depreciation of buses.

Going-Concern Matters

        We have as of February 29, 2004, approximately SEK 1,198 million of long-term senior debt, excluding SEK 391 million financial lease obligations and the Subordinated Shareholder Loan. Our ability to service our existing debt (interest and amortization) as well as the ability of our indirect Parent to service the Parent Notes are dependent on the underlying businesses generating sufficient cash flow. As presented in our statement of operations for the year ended February 29, 2004, we reported operating loss of SEK 108 million, resulting in a loss after financial items for the period of SEK 254 million. Any failure of our direct Parent to provide funds to our indirect Parent sufficient to enable it to service the Parent Notes could result in our indirect Parent defaulting on the Parent Notes. Any default of our indirect Parent on the Parent Notes could limit our ability to obtain additional funding if needed. In addition, if our indirect Parent were to become insolvent or bankrupt as a result of defaulting on the Parent Notes, the aggregate outstanding balance of SEK 1,198 million (€130 million) of Notes would become immediately due and payable in accordance with the terms of the indenture.

        Concordia and its subsidiaries are continuing to implement cost reduction initiatives and have started to see signs of significant improvements in compensation levels from their contracts with public transportation authorities. If the cost-cutting initiatives or other measures that management deems required are not successful and losses continue, these companies' equity bases may need to be restored or additional equity funding obtained in order to continue to present financial statements under the assumption that Concordia will continue as a going concern.

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        The financial statements of Concordia Bus Nordic Holding AB included beginning on page F-3 have been prepared assuming that Concordia Bus Nordic Holding AB and its subsidiaries will be successful in their initiatives and, consequently, they have been prepared assuming that Concordia Bus Nordic Holding AB will continue as a going concern. Such financial statements have also been prepared under the assumption that during the 12-month period following February 29, 2004: (i) Concordia will be in compliance with its covenants associated with the Notes, and (ii) Concordia Bus AB will not become insolvent or bankrupt. If Concordia were to be in breach of one or more of those covenants, and if the lenders so elected, the SEK 1,198 million Notes, which are classified as long-term as of February 29, 2004, would become immediately due and payable. If Concordia Bus AB were to become insolvent or bankrupt, the SEK 1,198 million Notes, which are classified as long-term as of February 29, 2004, would become immediately due and payable.

New Accounting Principles in 2004 and 2005 for Swedish GAAP

        During the year ended February 29, 2004, the following recommendations, issued by the Swedish Financial Accounting Standards Council, became effective: Inventory (RR 2:02), Presentation of Financial Statements (RR 22), Investment Properties (RR 24), Segment Reporting (RR 25), Events After the Balance Sheet Date (RR 26), Financial Instruments: Disclosure and Presentations (RR 27), and Accounting for Government Grants (RR 28). The adoption of those new accounting standards had no significant impact on the consolidated results of operations or financial position.

        During the year ending February 28, 2005, the recommendation Employee Benefits (RR 29) issued by the Swedish Financial Accounting Standards Council becomes effective. We have not completed our assessment of the impact of implementing the new recommendation.

International Financial Reporting Standards

        Effective January 1, 2005, all listed European Union companies are required to present their consolidated financial statements in accordance with International Financial Reporting Standards (IFRS). The transition year for Concordia will be the year ended February 28, 2006, which means that the financial information for years ended February 28, 2005 and 2006 will be restated from Swedish GAAP to IFRS in the Company's financial reports for 2006.

        Concordia is currently in the process of assessing the implications of the adoption of IFRS. The impact that these new standards will have on the Company's net loss and financial position has not yet been assessed.

        Major disclosure differences based on the current IFRS status relate to the following areas: judgements, assumptions, risks and information regarding acquisition of companies. Major accounting differences based on the current IFRS status relate to the following areas:

•

Intangible assets—Goodwill amortization will no longer be allowed;



•

Share-based payment—The fair value of awards is recognized in equity at the grant date and expensed during the vesting period;



•

Financial instruments—In general, to be reported at fair value and depending on classification, to be taken either through the income statement or directly to shareholders' equity.

New Accounting Principles in 2005 for U.S. GAAP

Consolidation of Variable Interest Entities

        In January 2003, the U.S. Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") No. 46, "Consolidation of Variable Interest Entities," which was later revised in December 2003. In general, a variable interest entity is a corporation, partnership, trust, or any other

40

legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities for the year ended February 28, 2005. The adoption of the applicable provisions of FIN No. 46 during the year ended February 29, 2004 did not have any impact on Concordia's consolidated financial position or results of operations. The remaining provisions become effective after February 29, 2004, but management does not expect that such provisions will have a material impact on Concordia's consolidated financial position or results of operations under U.S. GAAP.

Results of Operations

        The following table sets forth our results of operations for the years indicated in terms of amounts as well as a percentage of net revenue.

        The following table sets forth our revenues, in terms of amounts as well as a percentage of revenues, and operating profit (loss), in terms of amounts and as a percentage of total operating profit (loss), on the basis of each of our businesses:

41

Year ended February 29, 2004, compared to Year ended February 28, 2003

Revenues

        Revenues increased SEK 3 million, or 0.1%, from SEK 4,758 million for the year ended February 28, 2003 to SEK 4,761 million for the year ended February 29, 2004.