Torp Computing Group ASA

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Dividends Dividends are classified as liabilities once they are adopted by the AGM. 58 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Tax On the income statement, tax expenses include tax payable for the period and the change in deferred tax/deferred tax assets. Tax payable for the period is made up of anticipated taxes payable on the year’s taxable profit at the tax rates applicable on the balance sheet date and any corrections in tax payable for previous years. Tax payable and deferred tax/deferred tax assets are computed using a calculated tax rate based on the tax rate in the countries in which Komplett is liable to taxation. Deferred tax/deferred tax assets are calculated on the basis of the temporary differences that arise between balance sheet items for accounting purposes and those for tax purposes, as well as the tax-related deficit to be carried forward at the end of the fiscal year. Temporary differences that increase or decrease taxes, and which have been reversed or can be reversed during the same period, are assessed and booked at net values. Deferred tax assets are booked when it is likely that the Group will have sufficient tax related profit in subsequent periods to benefit from the tax advantage. For Group companies that have earned a loss and where there is no opportunity for a set-off, losses carried forward will be capitalized first when the companies have shown the ability to generate favourable earnings. Earnings per share The key ratio ‘earnings per share’ is based on the net profit per time-weighted share, calculated on the basis of the actual number of days. The key ratio ‘earnings per share after dilution’ is based on the same calculation as above, but also takes into account all potential ordinary shares that have been outstanding during the period, and that will have a diluting effect, i.e. decrease the earnings per share (EPS ) for the ordinary shares. Potential ordinary shares relate to agreements that entail the right to issue ordinary shares in future. Cash flow statement The cash flow statement has been compiled using the indirect method of accounting. The statement shows the net cash reserves. At 31 December, the Group had no lines of credit or the like included in its liquid reserves. Cash and cash equivalents Cash consists of cash in hand. Cash equivalents consist of bank deposits and short-term liquid investments that can immediately be converted into a given amount of cash. This type of investments entails low credit risk and a maximum maturity of 3 months. Some bank deposits have limitations that apply to the right of disposal. Reporting by segment A segment constitutes an identifiable part of the Group that delivers products or services within a separate financial environment that has a risk and return that differ from other segments. The Group considers the risk profile to be largely a factor of the individual distribution centres’ particular circumstances. In addition, the Group offers loans to customers and this business area has a different risk and returns profile. Based on the above, the Group’s segments coincide with the Group’s internal management reporting. Leasing Leases under which the Group takes over the substantial part of the risk and returns associated with the ownership of assets are financial leases. At present, the Group has no leases that are considered financial leases. Leases under which the substantial part of the risk and returns associated with the ownership of assets is not undertaken by the group are classified as operational
59 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA leasing agreements. Rental payments classified as operating costs are booked on a straight-line basis over the duration of the contract. Pension liabilities A pension plan under which the company has an obligation to provide a specific benefit in future is considered a defined benefit plan. Under such plans, future obligations and expenses are recognized over the contribution period. Schemes under which the company is only obligated to provide a specific sum are classified as deposit-based plans. Obligations to provide deposits for deposit-based pension plans are liabilities as they accrue. Uncertainty associated with estimates The Group’s key accounting estimates are related to the following items: • Provision for service and warranty liabilities • Net realisable value of stock • Recoverable amount of accounts receivable • Recoverable amount of the consumer financing portfolio The scope of the Group’s liabilities related to service and warranty liabilities depends on several parameters. These costs are associated with service and repairs covered by warranties, including the time used for repairs. Further, the percentage of returns is important, as is the return rate trend throughout the service and warranty period. These parameters are based on historical experience and are reconsidered on an ongoing basis. Reference is made to the uncertainty associated with these estimates because these parameters change over time. Estimates of the net realisable value of stock are based on assumptions about future selling prices. Future selling prices depend on market trends. As it might be difficult to predict future market trends, there will be uncertainty attached to the assumptions that apply to the future selling price. The recoverable amount of receivables and consumer loans is based on assumptions about future circumstances associated with the debtor, such as the willingness and ability to pay. Historical experience is used to make estimates for these parameters, and it carries some uncertainty as it can change over time. To the extent historical data is missing, estimates are based on industrial experience. 6.19.6 Auditing of Historical Financial Information The historical financial information for Komplett for the last three years has been audited by Ernst & Young. The auditor’s reports do not express a qualified opinion and does not include any comments on specific points. KPMG has issued an assurance report on the preliminary pro forma financial information included in section 5.8. Ernst & Young’s registered address is: Name: Ernst & Young AS Visiting address: Oslo Atrium, Christian Frederiks Plass 6, N-0154 Oslo Norway Postal address: Oslo Atrium, P.O. Box 20, N-0051 Oslo Norway Telephone: +47 24 00 24 00 Fax: +47 24 00 24 01
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INFORMATION MEMORANDUM in connectio
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TABLE OF CONTENTS 3 INFORMATION MEM
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5 INFORMATION MEMORANDUM Merger of
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Page 23 and 24: Lars Seeberg, Manager TCG 23 INFORM
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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
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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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