Announcement No. 18-2008
2 July 2008
Netop Solutions (formerly Danware) completes private placement
In a move to fund part of the purchase price relating to Netop Solutions'
acquisition of GenevaLogic (see announcement dated 11 June 2008), the Board of
Directors of Netop Solutions A/S has exercised the authorisation to increase the
company's share capital granted by the shareholders at the extraordinary general
meeting held on 26 June 2008. The authorisation is set out in article 4(11) of
the company's articles of association.
The capital increase is effected as a private placement to the three former
principal shareholders of GenevaLogic, NewBorn Consulting Network L.P., Mayya
Partners Limited and Kirk Greiner, and corresponds to a nominal increase of the
company's existing share capital of DKK 1,793,400 (9.3% of the company's share
capital).
Following the capital increase, the company's share capital will be DKK
21,045,540, consisting of 4,209,108 shares of DKK 5 each.
The subscription price of the new shares will be DKK 69.7, equalling the market
price calculated as the average quoted price of the company's shares during the
last ten business days prior to the date of subscription. Total proceeds from
the private placement will be DKK 25,000,000.
The change in share capital appears from the chart below.
--------------------------------------------------------------------------------
| | Nom. share capital, | No. of shares of DKK |
| | DKK | 5 nominal value |
--------------------------------------------------------------------------------
| Share capital at 30 June | 19,252,140 | 3,850,428 |
| 2008 | | |
--------------------------------------------------------------------------------
| Private placement 1 July | 1,793,400 | 358,680 |
| 2008 | | |
--------------------------------------------------------------------------------
| Total | 21,045,540 | 4,209,108 |
--------------------------------------------------------------------------------
The capital increase will be effected without pre-emptive rights to the
company's existing shareholders.
The new shares will be subject to the same rules as those applicable to the
existing shares, which means that they will be issued to bearer but may be
registered in the name of the holder in the company's register of shareholders
and will be negotiable instruments. Moreover, the new shares will be subject to
the same rules on voting rights and redemption as those applicable to the
existing shares, see articles 3 and 10 of the articles of association. No
restrictions apply to the transferability of the shares. The new shares give the
owner entitlements in the company from the date, when the capital increase is
registered with the Danish Commerce and Companies Agency, but the new shares
only entitle to 50% dividend payment for the financial year 2008.
A lock-up agreement has been made to the effect that approximately 90% of the
newly issued shares cannot be sold within the next 24 months.
The company will apply for the new shares to be listed for trading on the OMX
Nordic Exchange Copenhagen as soon as possible after registration of the capital
increase with the Commerce and Companies Agency.
The costs of the capital increase are expected to amount to DKK 70,000,
including approximately DKK 50,000 in commissions/fees to auditors, legal
advisors etc. and approximately DKK 20,000 in other costs (fees to the OMX
Nordic Exchange Copenhagen). The final costs of the capital increase will be
disclosed in the annual report for 2008.
Contact
Kurt Bager, CEO, tel. +45 4590 2525, e-mail: kgb@danware.dk.
The core business of Netop Solutions (formerly Danware) is to develop and market
software products based on the NetOp® core technology - a technology enabling
swift, secure and seamless transfer of screens, sound and data between two or
more computers. The company's two product areas are Desktop Management and
Education. The core product in Desktop Management, NetOp® Remote Control,
enables remote control of one or more distant computers. NetOp® School, the core
product in Education, is a software application for computer-based classroom
teaching. All are plug ‘n play products offering extensive functionality,
flexibility and user-friendliness. Netop Solutions' products are sold in more
than 80 countries. In 2007, the company generated revenue of about DKK 85m.
Netop Solutions' shares are listed on the OMX Nordic Exchange Copenhagen and are
a component of the Small Cap+ index. Netop Solutions operates wholly owned
subsidiaries in the United States, the UK and Germany. For more information, go
to www.netop.com.
