Nordicom A/S
Nordicom A/S – Status of the capital increase
Nordicom A/S 30.09.2010 09:48 Dissemination of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The company has entered into a conditional agreement with a number of existing shareholders about subscribtions of 5,000,000 offered shares, which, together with further pledges to subscribe, bring the company above the minimum amount for the capital increase. The conditions are as follows: 1. The requirement in the bank agreement for net proceeds of at least DKK 100 m is reduced to a minimum of DKK 50 m. 2. The issuance is maximized to DKK 89 m. 3. Existing shareholders are exempt from the submission of a mandatory take-over offer The conditional agreement with a number of existing shareholders regarding subscribtions of 5,000,000 offered shares On September 27th 2010 the company entered into a conditional agreement with HFI af 27.09.2010 ApS, SB Holding 2009 ApS (a subsidiary of ALMC hf. - the former Straumur Burdaras investment bank) and Stodir hf. (together known as 'the Consortium'), who, together, directly and indirectly owned 1,491,700 shares in the company before the issue. The Consortium has entered into a conditional agreement ('the Agreement') regarding the subscription of 5,000,000 offered shares at DKK 10 nominal value and at a subscription price of DKK 10, corresponding to gross proceeds of DKK 50 mill. The offered shares will be subscribed on the terms stated in the prospectus. The Agreement carries the following conditions: 1. That the bank creditors representing more than 95% of the banks involved in the bank agreement accept a minimum net proceed of DKK 50 mill, and 2. That offered shares have not been subscribed or conditional pledges to subscribe offered shares called for more than DKK 39 mill. However, the Agreement will not be annulled no matter how many offered shares have been subscribed due to the exercise of pre-emptive rights (i.e. it is the conditional pledges to subscribe that, if the occasion arises, will be reduced/ will not be called) 3. That the Consortium receives exemption from the Danish Financial Services Authority regarding the submission of a mandatory take-over offer to the rest of the shareholders, cf. the Danish Securities Act § 31. The company has received further pledges to subscribe The company has received further pledges to subscribe from Norwegian investors of a total of DKK 15.5 m. These pledges to subscribe are conditional on, amongst other things, the bank creditors' agreeing to downsize the net proceeds to a minimum of DKK 50 m. Non-fulfilment of conditions of the commitments already made in the prospectus At the present time, the company can conclude that it is unable to obtain net proceeds of DKK 100 m, which means that some of the existing pledges to subscribe (a total of DKK 21 m) are no longer valid. However, the company has been informed that the management and the Sole Lead Manager (SEB Enskilda) are still going to honour their pledges to subscribe, providing the bank creditors will accept that the bank agreement will involve lower net proceeds of DKK 50 m. Furthermore, HFI-Invest A/S's pledge to subscribe has been replaced by the agreement above. Expected fulfilment of the conditions The company expects to report back very soon regarding the fulfilment of the above conditions. Kind regards, Nordicom A/S Board of Directors For further information/ comments please contact the Chairman of the board Steen Hundevad Knudsen on +45 40454556. News Source: NASDAQ OMX 30.09.2010 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Nordicom A/S Denmark Phone: Fax: E-mail: Internet: ISIN: DK0010158500 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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