English version - Hexagon Composites ASA

COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE
Hexagon, to be paid and registered immediately following the Completion of the Demerger 19 January
2007, designed to give Hexagon a 25.00 % ownership interest in Comrod following the Demerger. In
this transaction, 3,234,662 Shares will be issued, by conversion of debt of NOK 55,667,097, which
equals a subscription price of NOK 17.21 per Share. The debt which will be used for the conversion is
currently from Comrod AS to Hexagon Composites ASA, but will be transferred to Comrod
Communication ASA immediately following the consummation of the Demerger. The transaction
does not invoke any further costs for the Company.
Consummation of the Demerger is expected to occur on or about 19 January 2007 (after the closing of
trading at the Oslo Stock Exchange). As soon as practicable thereafter Comrod will cause the new
Shares to register in the name of the registered holders of Hexagon shares with the VPS, which is also
expected to occur on or about 19 January 2007.
1.10 VPS-registration and trading of the new Shares on The Oslo Stock Exchange
The Company was registered with the Norwegian Register of Business Enterprises on 23 September
2006. The Company is registered in the VPS with the ISIN no. 001 0338445.
The Company’s Shares will be admitted to listing on the Oslo Stock Exchange following the
publication of this Prospectus. This is expected to take place on or about 22 January 2007. The
Company’s ticker code will be COMROD.
1.11 Expenses
The costs related to the Demerger and the listing of the Company at the Oslo Stock Exchange will be
paid by Hexagon. Comrod will have no expenses related to the Demerger. No expenses or taxes will
be charged to Hexagon’s or Comrod’s shareholders in connection with the Demerger and the listing of
the Shares at the Oslo Stock Exchange.
1.12 Appendices and documents on display
The Company’s financial statements for 2006, Comrod AS’ annual report for 2005 and Comrod AS’
interim report for the 3 rd quarter of 2006 and the Company’s articles of association are included as
appendices to this Prospectus.
For the life of the Prospectus the documents referred to (or copies thereof), where applicable, may be
inspected at the offices of the Company at Fiskåvegen 1, N-4120 Tau, Norway. Tel.: +47 51 74 05
00/Fax: +47 51 74 05 01.
1.13 Summary of risk factors
A number of risk factors may adversely affect the Company. Below is a summary of some of the most
important risk factors. The risk factors presented in this Prospectus are not exhaustive, and other risks
not discussed herein may also adversely affect the Company.
Both operational risks, financial risks and other risk factors may have a negative impact on the
Company’s results.
Risks related to the commercialization of new technology, risks related to technological competence
and key personnel and risks related to competition and strategic choices are considered the main
operational risk factors. Other operational risk factors may include the dependence on few customers,
risks related to cost and organisational control, management execution and to some extent risks related
to timely delivery and quality of products that are outsourced.
The financial risks may include currency risk, liquidity risk, interest and customer credit risk.
Currency risk is the most significant financial risk factors to which the Company is exposed as a
13