Against payment in shares Columbus IT Partner A/S acquires an additional 30% of the share capital in UAB Columbus IT Partner, Lithuania
Against payment in shares Columbus IT Partner A/S acquires an additional 30% of the share capital in UAB Columbus IT Partner, Lithuania
March 5, 2008 at 12:48 PM CET
Following the acquisition of UAB Sonex Sistemos Columbus IT Partner A/S buys an additional 30% of the share capital in Columbus IT Partners A/S' Lithuanian company for EUR 650,000. Upon completion Columbus IT Partner A/S owns 81% of the shares in UAB Columbus IT Partner, Lithuania. The purchase sum, which is paid with shares in Columbus IT Partner A/S, is settled by issuing 708,597 shares, equivalent to about 0.92% of Columbus IT Partner A/S's total share capital after the share issue. Following the share issue the share capital in Columbus IT Partner A/S will be 77,172,424 shares of DKK 1.25 (nom.) or a total of DKK 96,465,530.00 (nom.). The Board has today approved the capital increase and the issuance of shares will be completed as soon as possible. The share subscribers, ”UAB Kompera”, Vaizganto 11A-2, Kaunas, LT-44225, Lithuania, have today signed the subscription list for the new shares. The new shares will be issued at DKK 6.8341 per share of DKK 1.25 (nom.). The rate is calculated as the average of the transactions for the Columbus IT Partner A/S share on the OMX Copenhagen Stock Exchange on March 4th, 2008. The capital increase is being made by the Board exercising its authorization in Art. 5.1 of the Articles of Association, according to which the Board is empowered until 20 April 2010 to increase the Company's share capital in one of more tranches by up to DKK 21,381,795.00 ( nom.). Following the above-mentioned issue, DKK 20,496,048.75 (nom.) of the Board's authorization will remain. In increasing the share capital at market rates, the Board may decide that the capital increase shall be without pre-emptive rights for the Company's existing shareholders. Similarly, the Board can decide that the increase should be made wholly or partially other than by cash payment. The new shares will have the same rights as the existing shares, including the same rights to dividend for the fiscal year 2007. The new shares will be negotiable instruments and there are no restrictions on their negotiability. Immediately after registration of the capital increase at the Danish Commerce & Companies Agency, the new shares will be applied for listing under the existing stock code. The transaction does not result in changes regarding the outlook for 2007 already expressed by Columbus IT Partner A/S. Please see Stock Exchange Release no. 2/2008. With this, the auditor's valuation report made in connection with the capital increase is now published. As a consequence of the capital increase the share capital in Columbus IT Partner A/S is subsequently constituted as follows: Share capital Shares DKK nom. DKK 1.25 nom. Share capital before 18 July 2006 95,579,783.75 76,463,827 Capital increase at 4. march 2008 at DKK 6.83 885,746.25 708,597 New share capital 96,465,530.00 77,172,424 Ownership after the capital increase: Holdings before Holdings after the capital increase the capital increase Shares % Shares % Consolidated Holdings A/S 25,163,161 32.91% 25,163,161 32.61% Gaardboe Holding ApS in liquidation 13,012,461 17.02% 13,012,461 16.86% Nordea A/S 2,905,324 3.80% 2,905,324 3.76% Other shareholders 35,382,881 46.27% 36,091,478 46.77% Total 76,463,827 100.00% 77,172,424 100.00% Tax on dividends Taxation of individuals and corporations residing in Denmark on dividends on shares occurs in accordance with the, at any given time, applicable legislation on taxation on dividends of individuals and corporations. With respect to taxation of individuals and corporations residing abroad please refer to the, at any given time, applicable legislation for including relevant double taxation agreements. Data on Columbus IT Partner Columbus IT Partner A/S is incorporated under no. 13 22 83 45. The company's fiscal year runs from 1 January to 31 December. The stock code (ISIN) for the company's shares is DK0010268366. The new shares will be applied for listing under the same stock code as the existing shares. Ib Kunøe Michael Gaardboe Chairman of the Board Chief Executive Officer Columbus IT Partner A/S Columbus IT Partner A/S Contact for further details: CEO, Michael Gaardboe, T: (+45) 70 20 50 00. Translation: In the event of any inconsistency between this document and the Danish language version, the Danish language version shall be the governing version. Valuation report To the shareholders of Columbus IT Partner A/S ("Columbus") Central Business Reg No 13 22 83 45 The company has in connection with the purchase of UAB Sonex Sistemos by agreement concluded 4 March 2008, purchased additional 30% of the share capital in the Lithuanian subsidiary, UAB Columbus IT Partner for EUR 650,000. After the purchase Columbus owns 81% of the shares. The acquisition takes place as a contribution in kind into Columbus IT Partner A/S. As valuers appointed under section 6b of the Danish Public Companies Act, cf section 33 of the said Act, we have valued the shares, which is invested in the Company in connection with the planned capital increase as described in Stock Exchange Release no. 4/2008 and in the terms and conditions in the share purchase agreement. The Company's Management is responsible for fixing the value of the invested shares. Our responsibility is to express an opinion on the value of the invested shares based on our valuation. Valuation procedure The shares have been valued at fair value, which is not expected to exceed the recoverable amount for Columbus IT Partner A/S. It should be noted that the value has been fixed through negotiations between independent parties with knowledge of the industry. The consideration determined for this investment consists of EUR 650,000 which will be paid through the issuance of 708,597 shares in Columbus IT Partner A/S in denominations of DKK 1.25 (DKK 885,746.25 nominal) at the price of DKK 6.8341. Opinion Based on the above, we declare that, in our opinion, the value of the invested shares at least equals the fixed and expected variable consideration agreed, including the nominal amount of the shares (plus premium) to be issued as payment in connection with the capital increase. Copenhagen, 5 March 2008 Deloitte Statsautoriseret Revisionsaktieselskab Bill Haudal Pedersen State Authorised Public Accountant