Translation
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail.
Stock Exchange Announcement No. 38/2007
11 October 2007
Final acquisition of Steffen Rønn Fondsmæglerselskab A/S
Summary
The acquisition of Steffen Rønn Fondsmæglerselskab A/S is now final. Steffen
Rønn Fondsmæglerselskab A/S will be included in the consolidated financial
statements of the Capinordic Group as from 11 October 2007.
Steffen Rønn Fondsmæglerselskab A/S focuses on asset management for affluent
Danes with cash assets exceeding DKK 25 million.
The total acquisition price at the take-over date has been fixed at DKK 138
million, of which DKK 97 million is payable in shares, corresponding to
4,162,486 shares of a nominal value of DKK 0.50. The subscription price has
been fixed at DKK 23.30 and has been calculated as a weighted average of the
market price from 27 September until 10 October 2007.
Steffen Rønn Fondsmæglerselskab A/S in the Capinordic Group Steffen Rønn
Fondsmæglerselskab A/S is now a wholly owned subsidiary and provides:
1.: A number of attractive asset management products focused on equity
investments and savings for affluent customers
2.: Substantial knowledge capital within equity investments and analyses as well
as the sale of savings and asset management products
3.: A customer portfolio comprising of affluent persons, who are also the target
group of Capinordic Bank A/S
4.: Corporate Finance activities
The Capinordic Group further expects to submit an application for a licence to
operate an investment management company on the basis of Steffen Rønn
Fondsmæglerselskab A/S as the legal entity. The Capinordic Group expects to
apply for and receive the licence to operate an investment management company
by the end of 2007/early 2008.
The investment management company is to cooperate with various players, and
some of its services will be to offer individual portfolio advice and special
management products to the customers of Capinordic Bank A/S. Steffen Rønn
Fondsmæglerselskab A/S will thus collaborate closely with Capinordic Bank A/S
on the development, sale and marketing of various asset allocation strategies,
which are to be marketed to the customers of Capinordic Bank A/S, the Group's
Swedish subsidiaries, other banks, pension funds, insurance companies and
others.
Claus Ørskov, Chairman of the Supervisory Board of Capinordic A/S, and Lasse
Lindblad, CEO, join the supervisory board of Steffen Rønn Fondsmæglerselskab
A/S in connection with the final acquisition. At the same time, Nikolaj Hoff,
partner of Steffen Rønn Fondsmæglerselskab A/S, resigns from the supervisory
board due to corporate governance recommendations. The supervisory board became
operative by electing Claus Ørskov as its chairman at the general meeting held
today.
Final acquisition price
The acquisition of Steffen Rønn Fondsmæglerselskab A/S is now final, and the
company will be included in the consolidated financial statements of Capinordic
A/S as from 11 October 2007. The total acquisition price at the take-over date
has been fixed at DKK 138 million, of which DKK 97 million is payable in
shares, corresponding to 4,162,486 shares of a nominal value of DKK 0.50.
Non-cash contribution - acquisition of Steffen Rønn Fondsmæglerselskab A/S
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 to implement the capital increase related to the
acquisition of Steffen Rønn Fondsmæglerselskab A/S 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, the total share capital
will amount to DKK 58,093,779 divided into 116,187,558 shares of DKK 0.50 each,
corresponding to an aggregate increase of the nominal share capital of the
Company of 3.72%. 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. amount
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. amount of
DKK 0.50)
-Total share capital upon regis¬tration with the Danish Commerce and Companies
Agency
58,093,779(Nom. share capital), 116,187,558 (Number of shares at a nom. amount
of DKK 0.50)
The composition of shareholders will develop as follows:
Keops A/S*
Number of shares before non-cash contribution: 14,794,018
Percentage before non-cash contribution: 13.21%
Number of shares after non-cash contribution: 14,794,018
Percentage after non-cash contribution: 12.73%
SL Nordic Holding ApS*
Number of shares before non-cash contribution: 8,728,366
Percentage before non-cash contribution: 7.79%
Number of shares after non-cash contribution: 8,728,366
Percentage after non-cash contribution: 7.51%
Erik Damgaard Porteføljeinvest A/S a.o.**
Number of shares before non-cash contribution: 7,844,950
Percentage before non-cash contribution: 7.00%
Number of shares after non-cash contribution: 7,844,950
Percentage after non-cash contribution: 6.75%
Synerco ApS*
Number of shares before non-cash contribution: 7,737,598
Percentage before non-cash contribution: 6.91%
Number of shares after non-cash contribution: 7,737,598
Percentage after non-cash contribution: 6.66%
Bryde Gruppen ApS***
Number of shares before non-cash contribution: 7,739,540
Percentage before non-cash contribution: 6.91%
Number of shares after non-cash contribution: 7,739,540
Percentage after non-cash contribution: 6.67%
NCap ApS****
Number of shares before non-cash contribution: 7,230,700
Percentage before non-cash contribution: 6.45%
Number of shares after non-cash contribution: 7,230,700
Percentage after non-cash contribution: 6.22%
DKA Consult ApS a.o.**
Number of shares before non-cash contribution: 6,611,787
Percentage before non-cash contribution: 5.90%
Number of shares after non-cash contribution: 6,611,787
Percentage after non-cash contribution: 5.69%
Others******
Number of shares before non-cash contribution: 51,338,113
Percentage before non-cash contribution: 45.83%
Number of shares after non-cash contribution: 55,500,599
Percentage after non-cash contribution: 47.77%
Total share capital upon registration with the Commerce and Companies Agency
Number of shares before non-cash contribution: 112,025,072
Percentage before non-cash contribution: 100.00%
Number of shares after non-cash contribution: 116,187,558
Percentage after non-cash contribution: 100.00%
*According to the most recent notice concerning major shareholders.
**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 Steen Bryde, Executive Manager.
****The company is owned by Ole Vagner, member of the Supervisory Board.
*****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.
****** 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 contribution related to the acquisition of Steffen
Rønn Fondsmæglerselskab A/S, the Supervisory Board is thus authorised to
increase the share capital by a nominal amount of up to DKK 11,688,604. 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 23.30 per share. The subscription
price has been fixed as a weighted average over ten trading days of the price
quoted for shares in Capinordic A/S up to and including 10 October 2007. The
calculation of the subscription price has been adjusted according to the
agreement.
Yours sincerely
Lasse Lindblad
CEO
For further information, please contact:
Lasse Lindblad, CEO
+45 8816 3000,
+45 4094 0708,
info@capinordic.com
