English version - Hexagon Composites ASA

COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE
4 THE DEMERGER AND LISTING ON OSLO STOCK EXCHANGE
4.1 Purpose of the Demerger and the listing on Oslo Stock Exchange
Comrod Communication ASA is a wholly owned subsidiary of Hexagon Composites ASA
(“Hexagon”). Hexagon and its subsidiaries are currently involved in four different business areas, one
of which is the manufacturing and sale of antennas and masts made by composite materials. These
activities are mainly carried out through Hexagon’s subsidiary Comrod AS and Comrod’s subsidiary
Lerc SA. The board of Hexagon has concluded that the synergies between Comrod’s activities and the
rest of the Hexagon group’s activities are limited. As a result, the board of Hexagon has resolved to
move the antenna and mast operations to a separate company to be listed on the Oslo Stock Exchange.
In connection with the demerger of Hexagon, Comrod Communication ASA has been established as a
separate company. Comrod Communication ASA will be the parent company for Comrod AS, its
subsidiary Fidulerc SA with its subsidiary Lerc SA.
The shareholders of Hexagon will receive shares in Comrod Communication ASA in accordance with
their ownership stake in Hexagon. See section 4.2 for more information.
A listing on the Oslo Stock Exchange will give the Company access to the capital market and
necessary funding as well as an instrument to secure a stable liquidity in the Company’s shares. Such
access to necessary funding, will help the Company secure and strengthen its market position. Major
defence projects may create the need for additional and available liquidity. As a listed company,
Comrod will have an instrument to help securing the Company’s future business development.
4.2 The Demerger
Under the Demerger, an independent group will be established under Comrod Communication ASA to
continue the Communication Business, and the assets, rights and liabilities primarily related to the
Communication Business will be transferred from Hexagon Composites ASA to Comrod by means of
a demerger transaction effected in accordance with Norwegian law. Under Norwegian law, a demerger
is the transfer of part of the assets rights and liabilities of a company (the transferor company) to one
newly formed or pre-existing company (the transferee company) in exchange of shares of the
transferee company. Provided that the relevant tax, accounting, and corporate law provisions are met,
a demerger may, under Norwegian law, be carried out tax-free for the Norwegian demerging company
and its Norwegian shareholders.
29 September 2006 the respective Board of Directors of each of Hexagon and Comrod entered into the
Demerger Plan. Hexagon’s shareholders approved the Demerger Plan at an extraordinary general
meeting on 6 November 2006. Upon the consummation of the Demerger, the Communication
Business will be transferred to Comrod. Until the Demerger is consummated, Comrod will remain a
wholly-owned subsidiary of Hexagon with no subsidiaries or operational activity.
The remaining assets, rights and liabilities presently held by Hexagon and not transferred to Comrod
will after completion of the Demerger remain with Hexagon, which will continue to operate the
Composite Business.
4.2.1 Comrod Prior to the Demerger
Comrod Communication ASA was incorporated as a wholly owned subsidiary of Hexagon on 19
September 2006 for the purpose of acting as the transferee company in the Demerger, and at the date
of this Prospectus have a paid in capital of NOK 1,000,000, allocated to a share capital of
NOK 1,000,000 divided into 1,000,000 shares, each with a par value of NOK 1.00. Comrod
Communication ASA has not had, and will not have, any operational activity prior to the Completion
Date.
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