Torp Computing Group ASA

More documents

Recommendations

Info

6.4 Legal structure The chart below outlines the ownership structure of the group companies. Komplett AS Norway Komplett BV The Netherlands The group Komplett ASA encompasses: • Komplett ASA (Parent company) Active subsidiaries (fully-owned) • Komplett AS (Norway) Komplett ASA • Komplett Data Sverige AB (Sweden) • Komplett BV (The Netherlands) 38 KDS AB Sweden INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA IWH AB Apparat Invest AB Malex data AB • inWarehouse AB (Sweden), with subsidiaries ; Apparat Invest AB and Malex data AB And in addition; • Dormant subsidiaries (fully-owned) • Komplett Data Arendal AS (Norway) • Norkom AS (Norway) • Komplett Data UK Ltd (United Kingdom) • Komplett Data A/S (Denmark) Komplett ASA is the group holding-company who's primary focus is to be the shareholder for all group companies as well as being the main funding entity for the group. Komplett ASA has no employees, but carry cost related to shareholding and investor relations. 6.5 Vision and Business Strategy 6.5.1 Vision Komplett’s vision is to be a leading European internet shop The company intends bringing the vision to life through its mission: • Komplett should be the obvious choice for reliable Internet shopping • Komplett seeks to create great value for customers and owners
39 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA • Revenue growth combined with increased efficiency and a solid gross margin • Geographical expansion into new countries 6.5.2 Business strategy Komplett’s business strategy is to be the sole link between the manufacturer and the end-user. By combining this business concept with an efficient operating model based on sales over the Internet, Komplett is able to operate at a profit even with low margins and is thus able to offer attractive prices. Komplett’s growth strategy is based on organic growth, but acquisitions are also considered. The company believes continued solid organic growth is possible in the near future, especially within the growing market of e-commerce. Komplett will increase the market size by expanding in new markets, both in terms of products, customer groups and countries to achieve sufficient growth in the long run. Margins are sought enhanced by purchasing directly from manufacturer and increased sales directly to end-users. The profitability is also sought improved by continued focus on cost efficiency in the entire value chain. Komplett has had significant growth, but has at the same time invested in projects both to improve efficiency and customer satisfaction. Komplett also considers new initiatives continuously where the company is able to use its market position, as long as synergies can be identified that will improve the profitability. 6.6 Business overview 6.6.1 Products and Services Komplett offers a variety of products including computer components, PC’s, consumer electronics, home & leisure products, white goods and related financial services. Komplett actively seeks to introduce new product categories that are suitable for e-commerce. Products Currently Komplett offers some 7,800 different products from its Norwegian warehouse and approximately 4,000 products from its Dutch warehouse. For example, in 2006, Komplett sold more than 425,000 memory modules, 108,000 motherboards and 42,000 laptops. Both the market for and sale of flat screen TVs have expanded rapidly through 2006 and the first half of 2007, and Komplett also has a large and growing market share in the sale of computer monitors. In addition to selling regular PCs, the company manufactures PCs in-house and is seeing strong growth in the sale of these. This has made Komplett the largest independent PC manufacturer in the Nordic countries. Consumer financing Komplett introduced a concept for consumer financing in Norway in November 2005 and Sweden in Sweden in July 2006, offering customers the opportunity to buy products on credit. Consumer financing was launched in response to strong demand from customers. Komplett finances the loans from its own balance sheet. Since start up in November 2005 Consumer Finance has grown to total loans outstanding of NOK 81 million at the end of June 2007. 6.6.2 Komplett’s business model Most of Komplett’s products are purchased directly from manufacturers. Over the years, ecommerce has gained significantly more acceptance among manufacturers and the interest in
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 and 34: Full year 2006 Figures in NOK milli
Page 37: 37 INFORMATION MEMORANDUM Merger of
Page 43 and 44: 2004 Investments in the period amou
Page 53 and 54: 6.19.3 Balance Sheet Figures in NOK
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
Page 79 and 80: Appendix 1: Merger Plan with append
Page 81 and 82: CONTENTS Page 1 BACKGROUND ........
Page 83 and 84: MERGER PLAN This merger plan is ent
Page 85 and 86: ) The share capital in Komplett is
Page 87 and 88: 8 PROPOSALS FOR AMENDMENTS TO THE A
Page 89 and 90:
16 DISTRIBUTION TO SHAREHOLDERS Non
Page 91 and 92:
Appendices Appendix 1 Articles of A
Page 93 and 94:
Articles of Association for KOMPLET
Page 95 and 96:
Articles of Association for TORP CO
Page 97 and 98:
Articles of Association for KOMPLET
Page 100 and 101:
100
Page 102 and 103:
102
Page 104 and 105:
104
Page 106 and 107:
106
Page 108 and 109:
108
Page 110 and 111:
110
Page 112 and 113:
112
Page 114 and 115:
114
Page 116 and 117:
116
Page 118 and 119:
118
Page 120 and 121:
120
Page 122 and 123:
122
Page 124 and 125:
124
Page 126 and 127:
126
Page 128 and 129:
128
Page 130 and 131:
130
Page 132 and 133:
132
Page 134 and 135:
134
Page 136 and 137:
136
Page 138 and 139:
138
Page 140 and 141:
140
Page 142 and 143:
142
Page 144 and 145:
144
Page 146 and 147:
146
Page 148 and 149:
148
Page 150 and 151:
150
Page 152 and 153:
152
Page 154 and 155:
154
Page 156 and 157:
156
Page 158 and 159:
158
Page 160 and 161:
160
Page 162 and 163:
162
Page 164 and 165:
164
Page 166 and 167:
166
Page 168 and 169:
168
Page 170 and 171:
170
Page 172 and 173:
172
Page 174 and 175:
174
Page 176 and 177:
176
Page 178 and 179:
178
Page 180 and 181:
180
Page 182 and 183:
182
Page 184 and 185:
The Board of Director’s Annual Re
Page 186 and 187:
Financial risk The Group is exposed
Page 188 and 189:
Translated into English for informa
Page 190 and 191:
Translated into English for informa
Page 192 and 193:
Torp Computing Group ASA Short-term
Page 194 and 195:
Torp Computing Group ASA Auditor Th
Page 196 and 197:
Torp Computing Group ASA Note 7 Sub
Page 198 and 199:
Torp Computing Group ASA Note 14 Sh
Page 200 and 201:
200
Page 202 and 203:
202
Page 204 and 205:
204
Page 206 and 207:
206
Page 208 and 209:
208
Page 210 and 211:
210
Page 212 and 213:
212
Page 214 and 215:
214
Page 216 and 217:
216
Page 218 and 219:
218
Page 220 and 221:
220
Page 222 and 223:
Appendix 6 Interim balance sheet fo
Page 224 and 225:
Komplett ASA INTERIM BALANCE SHEET
Page 226 and 227:
Appendix 7 Interim balance sheet fo
Page 228 and 229:
Torp Computing Group ASA Equity and
Page 230 and 231:
Appendix 8 Draft opening balance sh
Page 232 and 233:
Komplett ASA Draft Opening balance
Page 234 and 235:
234
Page 236 and 237:
REPORT OF THE BOARD OF DIRECTORS CO
Page 238 and 239:
The exchange ratio for the Merger w
Page 240 and 241:
UNOFFICIAL TRANSLATION FROM NORWEGI
Page 242 and 243:
UNOFFICIAL TRANSLATION FROM NORWEGI
Page 244 and 245:
Appendix 3: Expert Statements on th
Page 246 and 247:
246
Page 248 and 249:
248
Page 250 and 251:
Appendix 5: Financial statements fo
Page 252 and 253:
Trend, active customers (number) 1Q
Page 254 and 255:
THE KOMPLETT GROUP JANUARY - MARCH
Page 256 and 257:
KOMPLETT REPORTS 45 PER CENT GROWTH
Page 258 and 259:
Business development/operations Kom
Page 260 and 261:
THE KOMPLETT GROUP, APRIL - JUNE 20
Page 262 and 263:
Appendix 6: Summary of Fairness Opi
Page 264 and 265:
28 August 2007 Strictly confidentia
Page 266 and 267:
Appendix 7: Summary of Fairness Opi
Page 268 and 269:
28 August 2007 consummated. TCG and
show all

Torp Computing Group ASA

Create successful ePaper yourself

Delete template?

Save as template?