M&A Activity • Oct 11, 2007
M&A Activity
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[email protected] Translation www.capinordic.com This text has been prepared in Danish and in English. In case of discrepancies, the Danish text will prevail.
The acquisition of Steffen Rønn Fondsmæglerselskab A/S is now final. Steffen Rønn Fondsmæglerselskab A/S will be included in the consolidated financial statements of the Capinordic Group as from 11 October 2007.
Steffen Rønn Fondsmæglerselskab A/S focuses on asset management for affluent Danes with cash assets exceeding DKK 25 million.
The total acquisition price at the take-over date has been fixed at DKK 138 million, of which DKK 97 million is payable in shares, corresponding to 4,162,486 shares of a nominal value of DKK 0.50. The subscription price has been fixed at DKK 23.30 and has been calculated as a weighted average of the market price from 27 September until 10 October 2007.
Steffen Rønn Fondsmæglerselskab A/S is now a wholly owned subsidiary and provides:
The Capinordic Group further expects to submit an application for a licence to operate an investment management company on the basis of Steffen Rønn Fondsmæglerselskab A/S as the legal entity. The Capinordic Group expects to apply for and receive the licence to operate an investment management company by the end of 2007/early 2008.
The investment management company is to cooperate with various players, and some of its services will be to offer individual portfolio advice and special management products to the customers of Capinordic Bank A/S. Steffen Rønn Fondsmæglerselskab A/S will thus collaborate closely with Capinordic Bank A/S on the development, sale and marketing of various asset allocation strategies, which are to be marketed to the customers of Capinordic Bank A/S, the Group's Swedish subsidiaries, other banks, pension funds, insurance companies and others.
Claus Ørskov, Chairman of the Supervisory Board of Capinordic A/S, and Lasse Lindblad, CEO, join the supervisory board of Steffen Rønn Fondsmæglerselskab A/S in connection with the final acquisition. At the same time, Nikolaj Hoff, partner of Steffen Rønn Fondsmæglerselskab A/S, resigns from the supervisory board due to corporate governance recommendations. The supervisory board became operative by electing Claus Ørskov as its chairman at the general meeting held today.
Capinordic A/S Strandvejen 58 Box 69 DK-2900 Hellerup
Tel. +45 8816 3000 Fax +45 8816 3003
CBR No. 13255342
The acquisition of Steffen Rønn Fondsmæglerselskab A/S is now final, and the company will be included in the consolidated financial statements of Capinordic A/S as from 11 October 2007. The total acquisition price at the take-over date has been fixed at DKK 138 million, of which DKK 97 million is payable in shares, corresponding to 4,162,486 shares of a nominal value of DKK 0.50.
As part of the completion of the agreement, the Supervisory Board of Capinordic A/S has exercised the authority granted at the Company's extraordinary general meeting on 20 June 2006 to implement the capital increase related to the acquisition of Steffen Rønn Fondsmæglerselskab A/S by way of non-cash contribution. Capinordic A/S will apply for admission of the shares to trading as soon as possible in accordance with the relevant rules.
Upon registration of the above non-cash contribution, the total share capital will amount to DKK 58,093,779 divided into 116,187,558 shares of DKK 0.50 each, corresponding to an aggregate increase of the nominal share capital of the Company of 3.72%. The share capital of the Company will develop as follows:
| Nominal share capital |
Number of shares at a nominal amount of DKK 0.50 |
|
|---|---|---|
| Share capital at 11 October 2007 | 56,012,536 | 112,025,072 |
| Non-cash contribution – acquisition of Steffen Rønn Fondsmæglerselskab A/S |
2,081,243 | 4,162,486 |
| Total share capital upon registration with the Danish Commerce and Companies Agency |
58,093,779 | 116,187,558 |
| Number of shares before non-cash |
Percentage before non cash |
Number of shares after non-cash |
Percentage after non-cash contribution |
|---|---|---|---|
| 14,794,018 | 13.21% | 14,794,018 | 12.73% |
| 8,728,366 | 7.79% | 8,728,366 | 7.51% |
| 7,844,950 | 7.00% | 7,844,950 | 6.75% |
| 7,737,598 | 6.91% | 7,737,598 | 6.66% |
| 7,739,540 | 6.91% | 7,739,540 | 6.67% |
| 7,230,700 | 6.45% | 7,230,700 | 6.22% |
| 6,611,787 | 5.90% | 6,611,787 | 5.69% |
| 51,338,113 | 45.83% | 55,500,599 | 47.77% |
| 112,025,072 | 100.00% | 116,187,558 | 100.00% |
| contribution | contribution | contribution |
*According to the most recent notice concerning major shareholders.
**Erik Damgaard Nielsen of the Supervisory Board is a shareholder and the CEO of the company. A.o. comprises related persons.
***The company is owned by Steen Bryde, Executive Manager.
****The company is owned by Ole Vagner, member of the Supervisory Board.
*****The company is owned by Lasse Lindblad, CEO. A.o. comprises DKA Invest ApS, which is part of the DKA Group. The DKA Group is owned by Lasse Lindblad, CEO.
****** Shareholders owning less than 5% of the share capital of the Company.
The capital increase is effected through the partial exercise by the Supervisory Board of the authority provided in Article 8 of the Company's Articles of Association, according to which the Supervisory Board is authorised, until 15 March 2011, to carry out one or more increases of the share capital by subscription for new shares of up to a nominal amount of DKK 25,000,000, corresponding to 50,000,000 shares of DKK 0.50 each. Following completion of the non-cash contribution related to the acquisition of Steffen Rønn Fondsmæglerselskab A/S, the Supervisory Board is thus authorised to increase the share capital by a nominal amount of up to DKK 11,688,604. The new shares have the same rights as the other shares and accordingly entitle their holders to dividends and other rights in the Company (cf. Article 8 of the Articles of Association) from the date of registration of the share capital increase with the Danish Commerce and Companies Agency. An application for admission of the new shares to trading on the OMX Nordic Exchange Copenhagen will be submitted as soon as possible in accordance with the relevant rules after the capital increase has been registered with the Danish Commerce and Companies Agency. The capital increase is carried out without any pre-emptive rights for existing shareholders.
The subscription price has been fixed at DKK 23.30 per share. The subscription price has been fixed as a weighted average over ten trading days of the price quoted for shares in Capinordic A/S up to and including 10 October 2007. The calculation of the subscription price has been adjusted according to the agreement.
Yours sincerely
Lasse Lindblad CEO
For further information, please contact: Lasse Lindblad, CEO +45 8816 3000, +45 4094 0708, [email protected]
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