Translation
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail.
Company announcement No. 39/2007
12 October 2007
Final acquisition of Dansk O.T.C and Dansk AMP
Summary
The acquisition by Capinordic A/S of Dansk O.T.C Fondsmæglerselskab A/S (Dansk
O.T.C) and Dansk Autoriseret Markedsplads A/S (Dansk AMP) is now final. The
companies will be included in the consolidated financial statements of
Capinordic A/S as from 12 October 2007.
The total acquisition price has been fixed at DKK 105 million, of which DKK 75
million is payable in shares, corresponding to 2,702,702 shares of a nominal
value of DKK 0.50. The subscription price has been fixed at DKK 27.75 per
share. The subscription price has been fixed as a weighted average over ten
trading days of the price quoted for Capinordic A/S up to and including 21
March 2007, the day before conclusion of the conditional agreement.
Acquisition of Dansk O.T.C and Dansk AMP
On 22 March 2007, Capinordic A/S concluded a conditional agreement on the
acquisition of:
- Dansk O.T.C
- Dansk AMP, which is a European regulated market/stock exchange.
This agreement is now final.
Dansk O.T.C is an investment service company with its registered office in
Horsens. The target group of the company comprises affluent private customers
as well as small and medium-sized enterprises. The activities of Dansk O.T.C
are within the Capinordic Group's focus areas. The activities of Dansk O.T.C
thus include:
- Asset and pension portfolio management
- Asset management through discretionary mandates for investment management
companies
- Financial consultancy and corporate finance activities, including operation
of the OTC list.
Dansk O.T.C has its registered office in Horsens, and Capinordic A/S finds it
to be a natural strategy for the Group to be represented in Jutland, and the
activities of Dansk O.T.C are within the Capinordic Group's focus areas. The
integration of Dansk O.T.C in the Capinordic Group is therefore estimated to
provide great potential for synergies with the Group's other business
activities. Particularly the activities within asset portfolio management for
affluent private individuals, securities trading and corporate finance
activities related to companies traded on the OTC list are estimated to provide
a substantial synergy potential.
Dansk AMP is a European regulated market/stock exchange focusing on small and
medium-sized enterprises. Today, 15 companies are listed on Dansk AMP.
Acquisition price for Dansk O.T.C and Dansk AMP
The consideration for Dansk O.T.C consists partly of a cash payment of DKK 20
million and partly of a holding of newly subscribed shares in Capinordic A/S.
The share remuneration comprises 2,702,702 shares in Capinordic A/S at a price
of DKK 27.75 per share of a nominal value of DKK 0.50. The acquisition price
for Dansk AMP has been fixed at DKK 10 million to be paid in cash.
As an incentive support, an agreement has been made on a performance-dependent
bonus for the executive board. Payment of the bonus depends on targets relative
to earnings and assets under management.
Claus Ørskov, Chairman of the Supervisory Board of Capinordic A/S, and Steen
Bryde, Executive Manager of Capinordic A/S, will join the supervisory boards of
both Dansk O.T.C and Dansk AMP. Claus Ørskov will be appointed chairman of the
supervisory board of Dansk O.T.C and deputy chairman of Dansk AMP. In that
connection, Bent Mebus will resign from both supervisory boards.
Non-cash contribution related to the acquisition of Dansk O.T.C
As part of the completion of the agreement, the Supervisory Board of Capinordic
A/S has exercised the authority granted at the Company's extraordinary general
meeting on 20 June 2006 in order to implement the capital increase related to
the acquisition of Dansk O.T.C by way of non-cash contribution. Capinordic A/S
will apply for admission of the shares to trading as soon as possible in
accordance with the relevant rules.
Upon registration of the above non-cash contribution and the non-cash
contribution related to the acquisition of Steffen Rønn Fondsmæglerselskab A/S,
the total share capital will amount to DKK 59,445,130 divided into 118,890,260
shares of DKK 0.50 each, corresponding to an aggregate increase of the nominal
share capital of the Company of 6.13%, including the capital increase related
to the acquisition of Steffen Rønn Fondsmæglerselskab A/S. The share capital of
the Company will develop as follows:
Share capital at 11 October 2007
56,012,536(nom. share capital), 112,025,072(Number of shares at a nom. value of
DKK 0.50)
Non-cash contribution - acquisition of Steffen Rønn Fondsmæglerselskab A/S
2,081,243(nom. share capital), 4,162,486 (Number of shares at a nom. value of
DKK 0.50)
Non-cash contribution - acquisition of Dansk O.T.C. Fondsmæglerselskab A/S
1,351,351(nom. share capital), 2,702,702 (Number of shares at a nom. value of
DKK 0.50)
Total share capital upon registration with the Danish Commerce and Companies
Agency
59,445,130 (nom. share capital), 118,890,260 (Number of shares at a nom. value
of DKK 0.50)
The composition of shareholders will develop as follows upon completion of the
two above contributions:
Keops A/S*****
Number of shares before non-cash contributions: 14,794,018
Percentage before non-cash contributions: 13.21%
Number of shares after non-cash contributions: 14,794,018
Percentage after non-cash contributions: 12.44%
SL Nordic Holding ApS*****
Number of shares before non-cash contributions: 8,728,366
Percentage before non-cash contributions: 7.79%
Number of shares after non-cash contributions: 8,728,366
Percentage after non-cash contributions: 7.34%
Erik Damgaard Porteføljeinvest A/S a.o.***
Number of shares before non-cash contributions: 7,844,950
Percentage before non-cash contributions: 7.00%
Number of shares after non-cash contributions: 7,844,950
Percentage after non-cash contributions: 6.60%
Synerco ApS*****
Number of shares before non-cash contributions: 7,737,598
Percentage before non-cash contributions: 6.91%
Number of shares after non-cash contributions: 7,737,598
Percentage after non-cash contributions: 6.51%
Bryde Gruppen ApS*
Number of shares before non-cash contributions: 7,739,540
Percentage before non-cash contributions: 6.91%
Number of shares after non-cash contributions: 7,739,540
Percentage after non-cash contributions: 6.51%
NCap ApS*****
Number of shares before non-cash contributions: 7,230,700
Percentage before non-cash contributions: 6.45%
Number of shares after non-cash contributions: 7,230,700
Percentage after non-cash contributions: 6.08%
DKA Consult ApS a.o.**
Number of shares before non-cash contributions: 6,611,787
Percentage before non-cash contributions: 5.90%
Number of shares after non-cash contributions: 6,611,787
Percentage after non-cash contributions: 5.56%
Others******
Number of shares before non-cash contributions: 51,338,113
Percentage before non-cash contributions: 45.83%
Number of shares after non-cash contributions: 58,203,301
Percentage after non-cash contributions: 48.96%
Total share capital upon registration with the Danish Commerce and Companies
Agency
Number of shares before non-cash contributions: 112,025,072
Percentage before non-cash contributions: 100.00%
Number of shares after non-cash contributions: 118,890,260
Percentage after non-cash contributions: 100%
*The company is owned by Steen Bryde, Executive Manager.
**The company is owned by Lasse Lindblad, CEO. A.o. comprises DKA Invest ApS,
which is part of the DKA Group. The DKA Group is owned by Lasse Lindblad, CEO.
*** Erik Damgaard Nielsen of the Supervisory Board is a shareholder and the CEO
of the company. A.o. comprises related persons.
****The company is owned by Ole Vagner, member of the Supervisory Board.
***** According to the most recent notice concerning major shareholders.
****** Shareholders owning less than 5% of the share capital of the Company.
Authority to increase the share capital
The capital increase is effected through the partial exercise by the
Supervisory Board of the authority provided in Article 8 of the Company's
Articles of Association, according to which the Supervisory Board is
authorised, until 15 March 2011, to carry out one or more increases of the
share capital by subscription for new shares of up to a nominal amount of DKK
25,000,000, corresponding to 50,000,000 shares of DKK 0.50 each. Following
completion of the non-cash contributions related to the acquisition of Steffen
Rønn Fondsmæglerselskab A/S and Dansk O.T.C Fondsmæglerselskab A/S, the
Supervisory Board is thus authorised to increase the share capital by a nominal
amount of up to DKK 10,337,253. The new shares have the same rights as the
other shares and accordingly entitle their holders to dividends and other
rights in the Company (cf. Article 8 of the Articles of Association) from the
date of registration of the share capital increase with the Danish Commerce and
Companies Agency. An application for admission of the new shares to trading on
the OMX Nordic Exchange Copenhagen will be submitted as soon as possible in
accordance with the relevant rules after the capital increase has been
registered with the Danish Commerce and Companies Agency. The capital increase
is carried out without any pre-emptive rights for existing shareholders.
Subscription price
The subscription price has been fixed at DKK 27.75 per share. The subscription
price has been fixed as a weighted average over ten trading days of the price
quoted for Capinordic A/S up to and including 21 March 2007, the day before
conclusion of the conditional agreement.
Yours sincerely
Lasse Lindblad
CEO
For further information, please contact:
Lasse Lindblad, CEO
+45 8816 3000,
+45 4094 0708
info@capinordic.com
