Translation
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail.
Company Announcement No. 50/2007
20 December 2007
Announcement of Prospectus
Summary
Capinordic A/S will publish a Prospectus on 21 December 2007 in connection with
the issue of new shares on the OMX Nordic Exchange Copenhagen. Capinordic A/S
has carried out two direct placements in connection with company acquisitions,
thereby increasing the Company's share capital by a nominal value of DKK
3,432,594, corresponding to 6,865,188 new shares of a nominal value of DKK 0.50
each. The shares are expected to be admitted to trading on and to the official
list of the OMX Nordic Exchange Copenhagen on 4 January 2008.
Publication of Prospectus
The Prospectus relates to a total issuance of 6,865,188 shares which are sought
admitted to trading on and to the official list of the OMX Nordic Exchange
Copenhagen. The shares are related to the following issues:
1. On 11 October 2007, Capinordic A/S announced that the purchase agreement
relating to Steffen Rønn Fondsmæglerselskab A/S was final. The total purchase
price at the date of acquisition was fixed at DKK 138m, of which DKK 97m was
payable in shares, corresponding to 4,162,486 shares of a nominal value of DKK
0.50 each. The subscription price was fixed at DKK 23.30 and calculated as a
weighted average of the market price from 27 September until 10 October 2007.
The shares issued are subject to a three-year lock-up agreement from the final
acquisition date. The purchase agreement includes a price adjustment mechanism
which relates to the share consideration and which is based on the performance
of Steffen Rønn Fondsmæglerselskab A/S in the lock-up period. The shares issued
in connection with the acquisition of Steffen Rønn Fondsmæglerselskab A/S were
registered with the Danish Commerce and Companies Agency on 24 October 2007.
2. On 12 October 2007, Capinordic A/S announced that the acquisition of Dansk
O.T.C Fondsmæglerselskab A/S (Dansk O.T.C) and Dansk Autoriseret Markedsplads
A/S (Dansk AMP) was final. Dansk O.T.C will be included in the consolidated
financial statements of Capinordic A/S with effect from 12 October 2007. Dansk
AMP will be included under the item ‘Assets held temporarily'. The total
purchase price for Dansk O.T.C and Dansk AMP was fixed at DKK 105m, of which
DKK 75m relating to the acquisition of Dansk O.T.C was payable in shares,
corresponding to 2,702,702 new shares of a nominal value of DKK 0.50 each. The
subscription price was fixed at DKK 27.75 per share. The subscription price was
fixed as a weighted average over ten trading days of the price quoted for
Capinordic A/S shares up to and including 21 March 2007, the day before
conclusion of the conditional agreement. The shares are subject to a three-year
lock-up period from the date of conclusion of the agreement so that the shares
will be finally released and at the seller's disposal in three portions at
one-year intervals and by up to one-third per year. The acquisition of Dansk
O.T.C became final on 12 October 2007. The shares issued in connection with the
acquisition of Dansk O.T.C were registered with the Danish Commerce and
Companies Agency on 24 October 2007.
The new shares entitle their holders to dividends for 2007. For the two direct
placements of shares, the Supervisory Board has exercised the authority granted
in Article 8 of the Company's Articles of Association, according to which the
Supervisory Board is authorised to carry out one or more increases of the share
capital by subscription for new shares. The new shares are expected to be
admitted to trading and official listing on 4 January 2008. The Prospectus
related to the listing of the new shares will be published on the OMX Nordic
Exchange Copenhagen on 21 December 2007 and will be available for download at
www.capinordic.com.
The Capinordic A/S Management maintains its expectations of the results for
2007 as announced in the preliminary announcement of the 2006 financial
statements, see Stock Exchange Announcement No. 6/2007 published on 20 March
2007. The Capinordic Group expects a profit before amortisation, depreciation,
impairment and tax in the order of DKK 150,000 thousand for 2007.
The public offering
The two issues correspond to an increase in the share capital by a nominal
amount of DKK 3,432,594 divided into a total of 6,865,188 shares of a nominal
value of DKK 0.50 each. The share capital was increased from a nominal amount
of DKK 56,012,536 divided into 112,025,072 shares of a nominal value of DKK
0.50 each to a nominal amount of DKK 59,445,130 divided into 118,890,260 shares
of a nominal value of DKK 0.50 each. The issue corresponds to a 6.1 per cent
increase in the share capital.
Time schedule
The time schedule for admission of the shares to trading and official listing
will be as follows:
- Publication of Prospectus: 21 December 2007
- First day of trading of the new shares: 4 January 2008.
Yours sincerely
Claus Ørskov
Chairman
Lasse Lindblad
CEO
For further information, please contact:
Lasse Lindblad, CEO
+45 8816 3000
+45 4094 0708
info@capinordic.com
