Columbus IT Partner A/S (”Columbus IT”) is offering 26,434,873 new shares at a
price of DKK 1.90 per share with pre-emptive rights for existing shareholders
of the Company at a ratio of 3:1. The net proceeds of app. DKK 47.9M will be
used partly for investment in focusing of the Company and partly for
Today, the Board of Directors in Columbus IT decided to exercise its
authorization to increase the share capital of the Company. Thus, Columbus IT
is today publishing a prospectus in connection with the capital increase with
pre-emptive rights for existing shareholders of the Company (”the Offering”).
The Offering comprises 26,434,873 new shares with a nominal value of DKK 1.25
with pre-emptive rights for existing shareholders.
The shares are offered at a ratio of 3:1 (which means that shareholders will be
allocated one (1) pre-emptive right for each existing share, and three (3)
pre-emptive rights entitle shareholders to subscribe for one (1) new share).
The subscription price is fixed at DKK 1.90 per share. In total the Offering
comprises DKK 33,043,591.25 (nom.), corresponding to 26,434,873 new shares of
DKK 1.25 (nom.) per share.
The purpose of the capital increase is to strengthen Columbus IT Partner A/S's
capital base, partly to be able to invest in focusing of the Company on
development and implementation of a few verticals and partly to ensure
available funds for acquisitions.
If the Offering is implemented gross proceeds will amount to DKK 50.2M and net
proceeds to app. DKK 47.9M after deduction of costs. The Offering is 100%
guaranteed by Consolidated Holdings A/S.
Reason for the Offering
In the market for ERP solutions there is an increasing demand for industry
solutions which correspond to the unique requirements of the individual
In the future, the Company has therefore decided to focus on development and
implementation of selected standard solutions based on Microsoft Dynamics and
wishes to expand within these solutions.
The Group will focus on the industry specific solutions (”Verticals”), within
which the Group already possesses industry knowledge and experience-based “best
practice” processes. With the acquisition of To-Increase, the Group obtained
the possibility to gather and intensify the development actions for the
Now, the Group will initiate a change of the organization to a business which
obtains results through global execution of well-defined industry solutions
• a documented concept
• limited need for education and controlling
• focus on customers' return on net assets in relation with the implementation.
Furthermore, this will lead to a higher rate of utilization of consultants,
which will consequently improve the earnings capacity of the Group. The
organizational change will, however, require investments in supplementary
training, internal processes and development of industry solutions, etc.
Against this background the Group wishes to strengthen its equity base, partly
to be able to carry out the necessary investments, and partly to ensure the
necessary financial flexibility to be able to utilize the strategic development
possibilities which may occur, through constant liquidity resources for company
acquisitions or start-up of new subsidiaries.
Use of proceeds
When the Offering is implemented net proceeds after deduction of estimated
costs related to the Offering will amount to DKK 47.9M, as the underwriting
agreement guarantees 100% subscription of the Offering.
The proceeds from the Offering will improve the capital base of the Company
and, together with the expected cash flow from operations, be spent on the
planned investments in the organizational change, development of verticals and
investments in growth. Company acquisitions or establish¬ment of new
subsidiaries are expected to constitute app. half of the proceeds.
Underwriting agreement and underwriting commitment
On 17 June 2010, an underwriting agreement with Consolidated Holdings A/S (the
largest shareholder of the company) was made subject to certain conditions of
up to 100% of any new shares not subscribed for at the subscription price when
the subscription period closes.
Before the Offering, Consolidated Holdings A/S owns 26,976,166 shares in
Columbus IT, corresponding to 34.02%, and Consolidated Holdings A/S has
provided underwriting commitments for subscription of its shareholding.
Terms and conditions
Up to DKK 33,043,591.25 (nom.) new shares, corresponding to 26,434,873 shares
of DKK 1.25 (nom.) will be offered with pre-emptive rights for existing
shareholders of the company. The shareholders of the company are allocated
pre-emptive rights to the offered shares at the ratio 3:1. Thus, shareholders
will be allocated one (1) pre-emptive right for each existing share of DKK 1.25
(nom.), and three (3) pre-emptive rights entitle the holder to subscribe for
one (1) offered share of DKK 1.25 (nom). Pre-emptive rights will be allocated
to shareholders of Columbus IT who are registered with VP Securities A/S on 30
June 2010 at 12.30 CET.
The shares are offered at a price of DKK 1.90 per share of DKK 1.25, free of
On 30 June 2010 at 12.30 CET each shareholder registered in VP as shareholder
in the company will be allocated one (1) pre-emptive right for each existing
The new shares will be offered at a ratio of 3:1.
The subscription period for the offered shares commences on 1 July 2010 at 9.00
CET and closes on 14 July 2010 at 17.00 CET.
The offered shares will be registered with the Danish Commerce and Companies
Agency after implementation of the Offering, which is anticipated on 21 July
2010. The offered shares will be issued and registered under a temporary ISIN
code and application for approval for trading and official listing on NASDAQ
OMX Copenhagen A/S from 22 July 2010 at 9.00 CET has been submitted.
The rights issue has been prepared and executed by ATRIUM Corporate Finance as
financial advisor for Columbus IT Partner A/S.
Expected timetable for implementation of the Offering
Publication of prospectus 23 June 2010
Last trading day for existing shares including pre-emptive rights 25 June 2010
First trading day for shares excluding pre-emptive rights 28 June 2010 at 09:00
Trading and official listing of the pre-emptive rights 28 June 2010 at 09:00
Trading period for pre-emptive rights commences 28 June 2010 at 09:00
Allotment of pre-emptive rights 30 June 2010 at 12:30
Opening of subscription period for offered shares 1 July 2010 at 09:00
Closing of trading period for pre-emptive rights 9 July 2010 at 17:00
Closing of subscription period for offered shares 14 July 2010 at 17:00
Expected implementation and publication of the Offering 20 July 2010
Expected registration of offered shares 21 July 2010
Expected official listing and trading of the new shares 22 July 2010
The prospectus will be available in Danish only and will be distributed
electronically to registered shareholders of the company who have provided the
company with a valid e-mail address.
Besides, requests for copies of the prospectus may be addressed to:
Telephone: (+45) 70 20 50 00
The prospectus will also be available at the company's website,
www.columbusit.com. The contents of the website do not form part of the
Limitations for the Offering
This announcement does not constitute, or form part of, an offer or any
solicitation of an
offer, for securities.
This announcement does not constitute an invitation to invest in Columbus IT.
This announcement only comprises an extract of the information contained in the
prospectus. Subscription of shares must be based on the published prospectus.
The announcement includes forward-looking statements on the strategy, growth,
activities, operating profit, financial position and financial expectations,
etc, of the Group. These statements are subject to known and unknown risks and
uncertainties. The actual development of the Group may therefore vary
substantially from the mentioned or understood forward-looking statements. The
factors that may cause such variations are described in the section “Risk
factors” in the prospectus.
No money, securities or other consideration is being solicited, and, if sent in
response to the
information contained herein, will not be accepted.
This announcement, or copies of this announcement, may neither directly nor
indirectly be carried or forwarded to, downloaded or distributed in the United
States, Canada, Australia, Japan or any other jurisdiction, where such
forwarding or distribution is illegal. Non-¬compliance with this limitation may
be a violation of U.S., Canadian, Australian or Japanese securities
legislation, or securities legislation in other countries. This announcement
does not constitute an offer to sell securities in the United States, Canada,
Australia or Japan. Securities mentioned in this announcement have not been and
will not be registered under the U.S. Securities Act of 1933 as amended, and
they may not be offered or sold in the U.S. without registration or in
compliance with an exemption to, or in a transaction that is not subject to
registration in accordance with the U.S. Securities Act.
Ib Kunøe Claus E. Hansen
Chairman of the Board Chief Executive Officer
Columbus IT Partner A/S Columbus IT Partner A/S
Contact for further details:
Claus E. Hansen, CEO 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