Prospectus of 20 December 2007
The Prospectus relates to a total issuance of 6,865,188 shares which are sought admitted to trading on and to the official list of the OMX Nordic Exchange Copenhagen. The shares are related to the following issues:
1. On 11 October 2007, Capinordic A/S announced that the purchase agreement relating to Steffen Rønn Fondsmæglerselskab A/S was final. The total purchase price at the date of acquisition was fixed at DKK 138m, of which DKK 97m was payable in shares, corresponding to 4,162,486 shares of a nominal value of DKK 0.50 each. The subscription price was fixed at DKK 23.30 and calculated as a weighted average of the market price from 27 September until 10 October 2007.
The shares issued are subject to a three-year lock-up agreement from the final acquisition date. The purchase agreement includes a price adjustment mechanism which relates to the share consideration and which is based on the performance of Steffen Rønn Fondsmæglerselskab A/S in the lock-up period. The shares issued in connection with the acquisition of Steffen Rønn Fondsmæglerselskab A/S were registered with the Danish Commerce and Companies Agency on 24 October 2007.
2. On 12 October 2007, Capinordic A/S announced that the acquisition of Dansk O.T.C Fondsmæglerselskab A/S (Dansk O.T.C) and Dansk Autoriseret Markedsplads A/S (Dansk AMP) was final. Dansk O.T.C will be included in the consolidated financial statements of Capinordic A/S with effect from 12 October 2007. Dansk AMP will be included under the item ‘Assets held temporarily’. The total purchase price for Dansk O.T.C and Dansk AMP was fixed at DKK 105m, of which DKK 75m relating to the acquisition of Dansk O.T.C was payable in shares, corresponding to 2,702,702 new shares of a nominal value of DKK 0.50 each. The subscription price was fixed at DKK 27.75 per share. The subscription price was fixed as a weighted average over ten trading days of the price quoted for Capinordic A/S shares up to and including 21 March 2007, the day before conclusion of the conditional agreement.
The shares are subject to a three-year lock-up period from the date of conclusion of the agreement so that the shares will be finally released and at the seller’s disposal in three portions at one-year intervals and by up to one-third per year. The acquisition of Dansk O.T.C became final on 12 October 2007. The shares issued in connection with the acquisition of Dansk O.T.C were registered with the Danish Commerce and Companies Agency on 24 October 2007.
The new shares entitle their holders to dividends for 2007. For the two direct placements of shares, the Supervisory Board has exercised the authority granted in Article 8 of the Company’s Articles of Association, according to which the Supervisory Board is authorised to carry out one or more increases of the share capital by subscription for new shares.
Download prospectus of 20 December 2007
Prospectus of 20 July 2007
Capinordic A/S has published a Prospectus on 23 July 2007 in connection with the issue of new shares on the Copenhagen Stock Exchange. The Prospectus relates to a total issue of 17,528,366 shares which are sought admitted to listing on the OMX Nordic Exchange in Copenhagen. The shares are expected to be admitted to listing on 30 July 2007.
It should be noted that Capinordic A/S has subsequently increased its share capital as follows:
- A non-cash contribution of 22 March 2007 against the issue of 2,702,702 new shares relating to a conditional acquisition of Dansk O.T.C. Fondsmæglerselskab A/S and Dansk Autoriseret Markedsplads A/S – see Stock Exchange Announcement of 22 March 2007. The acquisition is subject to approval by the Danish Financial Supervisory Authority.
- A non-cash contribution of 7 May 2007 against the issue of 4,931,940 shares related to a conditional acquisition of Nordisk Fondservice AB – see Stock Exchange Announcement of 7 May 2007. The acquisition is subject to approval by the Swedish Financial Supervisory Authority.
- A non-cash contribution of 25 June 2007 relating to a conditional acquisition of Steffen Rønn Fondsmæglerselskab A/S. The price was fixed at DKK 140m and is payable by a maximum cash payment of DKK 42m and by the issue of new shares corresponding to the residual amount, see Stock Exchange Announcement of 25 June 2007.
Download prospectus of 20 July 2007