Torp Computing Group ASA

7
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
1.6 Share capital
Komplett’s registered share capital before the Merger is NOK 13,258,400.00 divided into
13,258,400 shares each with a nominal value of NOK 1.00, fully paid.
100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett
(0.336134 new shares in Komplett for each share in TCG). If the Merger is completed, the share
capital of Komplett will hence be increased with NOK 3,501,118 through the issuance of 3,501,118
new shares, each with a nominal value of NOK 1.00, resulting in a share capital in the Merged
Company of NOK 16,759,518, consisting of 16,759,518 shares, each with a nominal value of NOK
1.00.
The new shares will be issued upon completion of the Merger, which is expected to take place
ultimo December 2007.
1.7 Summary of Risk Factors
Please revert to section 2 "Risk Factors" below for relevant risk factors, summarised in the
following:
Risks related to the Merged Company and the industry in which it operates:
• Market development
• Competitive industry
• Risk of price erosion
• Managing and funding growth
• Entry into new markets
• Technological risk
• Risks regarding start up of new systems/ technology in operation
• Limitation of deliveries and vendors production capacity
• Technical problems or other defects relating to the products being sold and claims arising
thereby
• Dependence on executive management and certain key personnel
• Dependence on and loss of employees
• Dependence on third parties
• Dependence on intellectual property and proprietary rights (IPR)
• Risks associated with international operations
• Foreign exchange risk
Risks related to the Merger
• The integration process
• Reduced influence of shareholders
• The completion of the Merger
Risks related to the Merged Company’s shares
• Future dilution of shareholders
• Pre-emptive rights may not be available to U.S. holders of the Shares
• Risk for US investors