Torp Computing Group ASA

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5.8.7 Pro forma financial information – balance sheet, as of June 30 2007 Assets Figures in NOK million Komplett ASA TCG ASA Goodwill TCG 34 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Adjustments Share capital increase Eliminations note Merged company Pro Forma Goodwill 111.6 4.4 -4.4 322.6 3 434.2 Intangible assets 29.8 1.7 142.0 3 173.5 Tangible fixed assets 26.2 13.3 39.5 Financial fixed assets 20.3 0.1 504.0 -504.0 2 20.4 Total fixed assets 187.9 19.5 -4.4 504.0 -39.4 667.5 Stock of goods 222.0 72.7 294.7 Accounts receivable 125.2 163.9 -0.9 2 288.2 Consumer loans 81.5 35.9 117.3 Taxes and duties receivable 10.3 0.0 10.3 Other current receivables 37.6 4.1 41.7 Bank deposits and cash 54.5 3.0 57.5 Total current assets 531.0 279.5 0.0 0.0 -0.9 809.7 Total assets 718.9 299.0 -4.4 504.0 -40.3 1477.2 Equity and liabilities Figures in NOK million Komplett ASA Total equity (incl minority interest) TCG ASA Goodwill TCG Adjustments Share capital increase Eliminations note Merged company Pro Forma 467.0 83.8 -4.4 504.0 -79.4 2, 3 971.0 Deferred tax liability 4.2 40.0 3 44.2 Other long term debt 3.4 3.4 Total long-term liabilities 4.2 3.4 0.0 0.0 40.0 47.6 Accounts payable 157.8 76.2 -0.9 3 233.1 Taxes and duties payable 35.7 14.7 50.4 Tax payable 13.9 7.4 21.3 Short term financial debt 106.4 106.4 Dividend 0.0 0.0 0.0 Other current liabilities 40.3 7.1 47.5 Total current liabilities Total liabilities and equity 247.7 211.8 0.0 0.0 -0.9 458.6 718.9 299.0 -4.4 504.0 -40.3 1477.2
35 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 5.8.8 Pro forma financial information adjustments Adjustments referred to in the pro forma statements refer to elimination of intercompany transactions between Komplett and TCG Group, elimination of goodwill in TCG and share capital increase in Komplett in connection with the merger consideration. Note 1: TCG and Komplett have historically had some product sales to eachother. These transactions have been eliminated in the pro-forma figures based on actual transactions in the periods. Accounts receicables/payables have also been elimitanted based on actual balances. Note 2: The merger is accounted for based on the purchase method in accordance with IFRS 3. The purchase price is based on the merger exchange ratio and the Komplett share-price on June 30. The assets taken over by Komplett is booked as a capital injection. Note 3: The allocation of the purchase-price is based on a report from external advisors who have identified relevant assets that are not already in the balance-sheet of TCG. The main asets identified are as follows: • Customer relations MNOK 32 • Brands MNOK 110 • Goodwill (residual) MNOK 322,6 • Deferred tax liability related to the assets above MNOK 40 Customer relations are subject to depreciation based on expected economic life. The depreciation time is 3-5 years. The annual depreciation is MNOK 7.7 All of the adjustments listed above will also apply for and impact the financial statements going forward. In accordance with IFRS dividend to shareholders suggested to be paid out for 2006 in Komplett ASA and TCG ASA are included in equity. In relation to the PPA dividends are treated as liabilities. The values of the assets as at 30 June 2007 are used as basis for calculating depreciations for 2006. Alternatively, and to obtain consistence between the opening balance for 2006 (not presented) and the closing balance, values might have been grossed up with the depreciations calculated. An alternative presentation based on this method should mean slightly higher depreciations in the pro forma income statement. 5.8.9 Auditor’s report KPMG’s report regarding the pro-forma figures is attached hereto as Appendix 4. 5.9 The Merger’s impact on Komplett’s earnings, assets and liabilities Based on the pro forma consolidated statements for 1H 2007, the merger has increased Komplett’s net profit by 31%. Total assets and liabilities have increased by 105% and 101%, respectively. TCG’s gross margin ratio has historically been lower than Komplett’s. The reason behind this is, among other things that TCG has a larger portion of sales to resellers than to end users. The merged company expects to achieve improved purchasing conditions and thereby strengthening the company’s gross margin ratio over time.
Page 1 and 2: INFORMATION MEMORANDUM in connectio
Page 3 and 4: TABLE OF CONTENTS 3 INFORMATION MEM
Page 5 and 6: 5 INFORMATION MEMORANDUM Merger of
Page 23 and 24: Lars Seeberg, Manager TCG 23 INFORM
Page 33: Full year 2006 Figures in NOK milli
Page 43 and 44: 2004 Investments in the period amou
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Page 61 and 62: Share capital per 01.01.2004 5 910
Page 63 and 64: 7 INFORMATION ABOUT TCG 63 INFORMAT
Page 69 and 70: Figure: People having purchased pro
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Page 81 and 82: CONTENTS Page 1 BACKGROUND ........
Page 83 and 84: MERGER PLAN This merger plan is ent
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) The share capital in Komplett is
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8 PROPOSALS FOR AMENDMENTS TO THE A
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16 DISTRIBUTION TO SHAREHOLDERS Non
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Appendices Appendix 1 Articles of A
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Articles of Association for KOMPLET
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Articles of Association for TORP CO
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Articles of Association for KOMPLET
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The Board of Director’s Annual Re
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Financial risk The Group is exposed
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Translated into English for informa
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Torp Computing Group ASA Short-term
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Torp Computing Group ASA Auditor Th
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Torp Computing Group ASA Note 7 Sub
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Torp Computing Group ASA Note 14 Sh
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Appendix 6 Interim balance sheet fo
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Komplett ASA INTERIM BALANCE SHEET
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Appendix 7 Interim balance sheet fo
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Torp Computing Group ASA Equity and
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Appendix 8 Draft opening balance sh
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Komplett ASA Draft Opening balance
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REPORT OF THE BOARD OF DIRECTORS CO
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The exchange ratio for the Merger w
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UNOFFICIAL TRANSLATION FROM NORWEGI
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UNOFFICIAL TRANSLATION FROM NORWEGI
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Appendix 3: Expert Statements on th
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Appendix 5: Financial statements fo
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Trend, active customers (number) 1Q
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THE KOMPLETT GROUP JANUARY - MARCH
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KOMPLETT REPORTS 45 PER CENT GROWTH
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Business development/operations Kom
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THE KOMPLETT GROUP, APRIL - JUNE 20
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Appendix 6: Summary of Fairness Opi
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28 August 2007 Strictly confidentia
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Appendix 7: Summary of Fairness Opi
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28 August 2007 consummated. TCG and
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Torp Computing Group ASA

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