Torp Computing Group ASA

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4 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1 SUMMARY This summary includes a brief description of Komplett, TCG and the Merged Company. Investors are advised that (a) it should be read as an introduction to the Information Memorandum; (b) any decision to invest in the shares issued by Komplett, TCG or the Merged Company or on how to assess the proposed Merger should be based on consideration of the Information Memorandum as a whole by the investor; (c) where a claim in relation to the information contained in the Information Memorandum is brought before a court, the plaintiff investor might have to bear the costs of translating the Information Memorandum before the legal proceedings are initiated; and (d) civil liability attaches to those persons who have tabled the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Information Memorandum. 1.1 The Proposed Merger of Komplett and TCG The Boards of Directors of Komplett ASA (Komplett) and Torp Computing Group ASA (TCG) have entered into a Merger Plan dated 6 September 2007, which will be presented to the shareholders of both companies for their approval in an Extraordinary General Meetings to be held on 11 October 2007. Komplett will be the surviving entity in the Merger. The Merger will be completed pursuant to the provisions on statutory mergers set out in the Public Limited Companies Act, Chapter 13. Upon completion of the Merger TCG will be liquidated and transfer its assets, rights and obligations in its entirety to Komplett, with the TCG shareholders receiving the merger consideration as described in section 4.5.1 below. The Merger Plan must be approved by the general meetings of Komplett and TCG. Such approval requires a qualified majority of two-thirds of the votes cast and share capital represented at the respective general meetings. The Merger is pursuant to the Merger Plan subject to certain conditions including, without limitation, approval from the Norwegian Competition Authority and any other applicable competition authorities as well as the lapse of a two months creditor notice period, cf section 4.5.2 for a more detailed description of these and other conditions for implementation of the Merger. It is expected that the Merger be completed by the end of 2007. 1.2 Background for the Merger Komplett and TCG have both successfully developed expertise and technological solutions in the face of a demanding international competitive situation. E-commerce is in continuous development. The Merged Company will be a very strong player that can pursue international opportunities with even greater leverage. The ambition for the Merged Company is to offer European end-users the best selections of products, prices and customer service available especially within computer equipment, consumer electronics and appliances. Improved economies of scale and business and technical development are among the areas in which synergies are expected. The brand names Komplett, MPX, Itegra and Norek will be continued. The recommended merger is motivated by ambitions of growth. Consequently, downsizing due to overlapping functions is expected to be limited, and will be handled through internal realignment and natural attrition.
5 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1.3 The Merger and Merger Consideration 100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett. The merger consideration shall thus be settled by the issuance of 0.336134 new shares in Komplett for each share in TCG. 1.4 Selected Financial Information The selected consolidated financial data set forth in this Information Memorandum should be read in conjunction with the relevant consolidated financial statements and the notes to those statements which are attached to the Merger Plan and which may also be inspected at i) Komplett’s website www.komplett.com or be obtained, free of charge at the offices of Komplett at Østre Kullerød 4, Sandefjord, Norway; or ii) TCG’ website www.tcg.no, or be obtained, free of charge, at the offices of TCG, at Østre Kullerød 5, Sandefjord, Norway. The selected consolidated financial data presented in this section was derived from the audited consolidated financial statements as of and for the three years ended December 31, 2006, 2005 and 2004. And interims financial data presented for 1H and Q2 2006 and 2007 are not audited. 1.4.1 Komplett Below is an extract of the consolidated financial statements of Komplett. For more detailed financial information, please see section 6.19. Figures in NOK 1,000 2004 IFRS (audited) 2005 IFRS (audited) 2006 IFRS (audited) 1H 2006 IFRS (unaudited) 1H 2007 IFRS (unaudited) Q2 2006 IFRS (unaudited) Q2 2007 IFRS (unaudited) Total operating revenues 1,794.0 1,973.9 2,249.4 997.1 1,296.8 437.3 633.5 Operating profit 45.7 63.4 85.9 37.3 33.0 15.9 13.0 Ordinary pretax profit 51.8 70.7 94.5 40.2 36.2 17.5 14.4 Net profit 31.2 49.3 66.1 27.5 24.3 11.7 8.7 Earnings per share 2.6 4.1 5.5 2.3 2.0 1.0 0.7 Total fixed assets 38.8 40.1 43.5 39.4 187.9 39.4 187.9 Total current assets 511.3 476.7 574.0 425.7 531.0 425.7 531.0 TOTAL ASSETS 550.1 516.8 617.5 465.2 718.9 465.2 718.9 Total equity 325.0 288.3 339.3 299.0 467.0 299.0 467.0 Total liabilities 225.1 228.5 278.2 166.1 251.9 166.1 251.9 TOTAL LIABILITIES AND EQUITY 550.1 516.8 617.5 465.2 718.9 465.2 718.9
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Page 23 and 24: Lars Seeberg, Manager TCG 23 INFORM
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Share capital per 01.01.2004 5 910
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7 INFORMATION ABOUT TCG 63 INFORMAT
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Figure: People having purchased pro
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Appendix 1: Merger Plan with append
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CONTENTS Page 1 BACKGROUND ........
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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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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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