Changes to the prospectus published September 7th 2010 - prospectus supplement no. 2


Since the publication of the prospectus on September 7th 2010 and the
prospectus supplement no. 1 for prospectus dated September 8th 2010 events has
occurred regarding the issuer that has caused changes in the information
contained in the published prospectus. These events are: 

Entering of agreement regarding subscription of offer shares
On September 27th 2010 the company has entered a conditional agreement with HFI
af 27.09.2010 ApS, SB Holding 2009 ApS (a subsidiary of ALMC hf. - the former
Straumur Burdaras investment bank) and Stodir hf. (together the “Consortium”),
who together directly and indirectly own 1,491,700 shares in the company before
the issue. 

Together with the Consortium the company has entered a conditional agreement
(“the Agreement”) regarding the subscription of 5,000,000 offer shares at DKK
10 nominal value and at a subscription price of DKK 10, corresponding to gross
proceeds of DKK 50 mill. The offer shares will be subscribed at the terms
stated in the prospectus. The Agreement is conditioned by the following: 

1. That there has not been subscribed offer shares or called underwriting of
the offer shares for more than DKK 39 mill. The Agreement will be annulled no
matter how many offer shares there has been subscribed for through the
utilization of pre-emtion rights (i.e. it is the underwriting guaranties that
if the occasion arises will be reduced/not called) 

2. That the bank creditors who represent more than 95% of the banks who have
joined the bank agreement accept a net proceed of DKK 50 mill. 

3. That the Consortium receive exemption by the Danish Financial Services
Authority regarding the submission of a mandatory offer to the rest of the
shareholders 

All the conditions in the Agreement, except the exemption by the Danish
Financial Services Authority regarding the submission of a mandatory offer to
the rest of the shareholders are fulfilled. 

Change of net proceeds in the bank agreement
On September 27th 2010 the company has received acceptance by the bank
creditors who represent more than 95% of the banks who have joined the bank
agreement that the condition regarding a minimum net proceed has been lowered
to DKK 50 mill. 

Entering of further underwriting
The company has continuously throughout the subscription period received
further underwriting from Norwegian investors of collectively DKK 15,5 mill.
One of the underwriting agreements have a substantial size of DKK 6 mio.,
corresponding to 600,000 offer shares. This commitment has submitted by Solan
Capital AS. 

At the present time the company can conclude, that it is unable to obtain net
proceeds of DKK 100 mill. which means that some of the already entered
underwriting and advanced commitments are no longer valid. This includes the
two advanced commitments of HFI-Invest A/S of DKK 25 mill. and Artha Holding of
DKK 20 mill. as well as other advanced commitments entered before June 30th
2010 of DKK 1 mill. 

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In connection with the above changes “prospectus supplement no. 2 for
prospectus dated September 7th 2010 for Nordicom A/S” has been prepared. 

The prospectus supplement should be read and interpreted in connection with the
published prospectus dated September 7th 2010 as well as with the prospectus
supplement no. 1 published September 8th 2010. The prospectus supplement is
regarded as incorporated and to be part of the prospectus published September
7th 2010. 

Kind regards

Nordicom A/S
Board of Directors

For further information/ comments please contact Managing Director of Nordicom
A/S, Niels Troen, tel. +45 33 33 93 03, mobile: +45 51 51 23 42

Attachments

2010-09-28 - nordicom - prospekttillg 2.pdf