Torp Computing Group ASA

More documents

Recommendations

Info

8 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1.8 Documents on display Copies of the following documents will, during the life of this Information Memorandum, be available for inspection at any time during normal business hours on any business day, free of charge, at the registered office of the respective companies up until the completion of the Merger and at the registered office of the Merged Company as from the completion of the Merger (see section 5.5, 6.2 and 7.6): • The Merger Plan dated 6 September 2007, including appendices • The annual consolidated financial statements of Komplett for the years 2004-2006 • Komplett’s Articles of Association and the Merged Company’s proposed Articles of Association • All other reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at Komplett’s or TCG’s request, any part of which is included or referred to in this Information Memorandum. • Komplett’s Policies are available on the company’s web-page www.komplett.com. • Komplett’s Memorandum of Association
9 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 2 RISK FACTORS 2.1.1 General Investing in Komplett, TCG and the Merged Company involves inherent risks. Prospective investors should consider, among other things, the risk factors set out herein in the Information Memorandum before making an investment decision. The risks described below are not an exhaustive list of risks facing Komplett, TCG and/or the Merged Company. Additional risks may also have a material adverse effect on Komplett’s, TCG’s and/or the Merged Company’s business, financial position and/or operating results. A prospective investor and shareholder in either of the companies should carefully consider the factors set forth below, and elsewhere in this Information Memorandum, and should consult his or her own expert advisors as to the suitability of an investment in the shares of Komplett, TCG and/or the Merged Company and/or its assessment of the proposed Merger. In the risk factors described below reference is generally made to the Merged Company. However, the risk factors will apply to Komplett and TCG respectively as long as the two companies remain independent companies, i.e. up until the Merger is completed or if the Merger for any reason is not completed. Risks may in many cases effect revenue, efficiency, cost level of purchasing or operation, profit of the company and/or the share price. All forward-looking statements included in this document are based on information available to, and considered relevant by, Komplett and TCG on the date hereof, and Komplett and TCG assume no obligation to update any such forward-looking statements unless required by applicable law or regulation. Investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may thus differ materially from those included in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described below and elsewhere in this Information Memorandum. 2.2 Certain risks related to the Merged Company and the industry in which it operates 2.2.1 General The Merged Company may in the future not be able to attract a sufficient number of paying customers to generate adequate revenues to cover its operating expenses and/or service its debts. Inability to attract a sufficient number of customers may have a material adverse effect on the Merged Company’s business, operating results and financial condition. The Merged Company may also be affected by the general state of the economy and business conditions, including, but not limited to, the occurrence of recession and inflation, unstable or adverse credit markets, fluctuations in operating expenses, technical problems, work stoppages or other labour difficulties, property or casualty losses which are not adequately covered by insurance, and changes in governmental regulations, such as increased taxation or introduction of regulations decreasing the number of customers or increasing operating costs and capital expenditure. 2.2.2 Market development The future success of the Merged Company’s business will depend on the continued growth in the market in which the Merged Company will operate. There can be no assurance that the current growth in the market will continue, and discontinued or reduced growth may have a material adverse effect on the Merged Company’s business, operating results and financial condition.
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 7: 7 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 43 and 44: 2004 Investments in the period amou
Page 53 and 54: 6.19.3 Balance Sheet Figures in NOK
Page 59 and 60:
59 INFORMATION MEMORANDUM Merger of
Page 61 and 62:
Share capital per 01.01.2004 5 910
Page 63 and 64:
7 INFORMATION ABOUT TCG 63 INFORMAT
Page 65 and 66:
Page 67 and 68:
Page 69 and 70:
Figure: People having purchased pro
Page 71 and 72:
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
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?