Summary published in connection to the admission to trading of shares in Atea ASA on NASDAQ OMX Stockholm

Transcription

1 Summary published in connection to the admission to trading of shares in Atea ASA on NASDAQ OMX Stockholm This summary is entirely based on information available in Atea ASA (also referred to as the Company or Atea ) annual reports, interim reports, the Company s website, press releases from the Company or information given by the Company s primary exchange. If nothing else is stated website indicates the Company s corporate website and annual report indicates the Company s annual report. The Swedish FSA has not approved this summary. General Admission to trading of listed shares OMX Treasury AB has applied for admission to trading of shares in the Company on NASDAQ OMX Stockholm. The Company is listed on the regulated market at Oslo Stock Exchange during The Company s latest published prospectus was published in 12 September 2006 and is available at Oslo Stock Exchange, and the company website, Information regarding this Summary This summary is not part of a prospectus and is issued by OMX Treasury AB solely due to the fact that the Company s shares are being admitted to trading on NASDAQ OMX Stockholm s regulated market, in accordance with the Swedish Securities Market Act (2007:528) chapter 15, section 4, sub-section 1. The Company has not been involved in preparing this summary. In accordance with the Swedish Financial Instruments Trading Act (1991:980) chapter 2, section 7, the Company will be notified by NASDAQ OMX Stockholm of the decision to admit the shares to trading on the regulated market. All information in this summary is based on information published by the issuer. The purpose of this summary is to provide the market with information on the Company in accordance with the Swedish Financial Instruments Trading Act (1991:980) chapter 2, section 7. The purpose is not to provide sufficient information for making investment decisions regarding the Company share. Investors shall not base investment decisions on the information in this summary. On the contrary, investment decisions shall be based on information issued by the Company as a whole. The preparation of this summary shall not in any circumstances mean that the contents of the information on the Company would not have changed after the issuing date of the summary. This summary is not a guarantee, neither by the Company nor OMX Treasury AB, regarding future events and shall not be considered as such. Note to the investors The purpose of this summary is not to be an encouragement or advice to invest in the Company. The summary shall not be distributed outside Sweden, except as such circumstances where this information does not breach any local legislation. Neither the Company nor OMX Treasury AB

2 nor their representatives have any kind of legal liability on any breaches referred to above, irrespective of whether such limitations are known or unknown by the investor. Atea Group Information [Annual Report 2008, website and investor presentation dated 2 nd of September 2009] Atea is the leading Nordic and Baltic supplier of IT infrastructure products and services. Atea has approximately employees and is present in 71 cities in Norway, Sweden, Denmark, Finland, Lithuania, Latvia and Estonia. Atea has an annual revenue of approximately NOK 15 billion and is listed on the Oslo Stock Exchange. Profit for the year 2008 amounted to NOK million. The Atea Group offers market leading technology solutions and products from leading suppliers in combination with value adding services from highly skilled and certified consultants within the IT infrastructure. The objective is to create added value for all customers and partners of the Group, as well as contribute to the achievement of their strategic goals through focus on their individual needs and strong knowledge of their businesses Atea was listed on the Oslo Stock Exchange in The Atea website is History [Atea website] The Company was founded in 1968 and has since then been part of a large number of mergers and acquisitions. In 2009 the Ementor Group and all of its subsidiaries not already called Atea changed name to Atea. For further information on Atea please see the Company website. The Headquarter is located in Oslo, Norway. Outlook [Q3 report, 22 October 2009] During the third quarter of 2009 the global economic slowdown continued and affected the capital expenditures in the Nordic and Baltic markets. The macroeconomic turbulence during 2009 is expected to affect the Group s organic growth in 2009 even though there are signs that the slowdown has bottomed out. However, Atea is expecting to continue gaining market shares in its home markets. Almost 50% of the Group revenue currently stems from the public sector. The general development will contribute to new structural opportunities, especially in terms of strategic acquisitions. According to IDC the total Nordic IT infrastructure market targeted by Atea, is expected to decline by 3.8% in Hardware sales are forecasted to decline by 10.1%, software to grow by 2.4% and services to grow by 0.5% in value. Important technology trends, such as Unified Communication, Mobile Infrastructure Solutions, Virtualisation, Software Asset Management, Desktop Lifetime Management, Windows 7 and Green IT, areas in which Atea has established a strong presence, will help fuel IT investments going forward. 2(6)

3 Atea initiated a cost reduction programme for 2009 at the beginning of the year with defined cost saving targets for each country and it is well underway and ahead of the targeted full year effect of MNOK 130. When the market and economic times get more challenging it is favourable to be a large and leading entity. Atea is expecting to continue gaining market shares during This will make Atea an even more solid and stable business partner for existing and new customers. It is expected that the organic development will be supplemented by growth through acquisitions in 2009 and 2010, as Atea has the financial strength and clear intent to play an important role in the ongoing market consolidation. Q highlights Revenue of MNOK 2,890.2, down 6.1% y-o-y EBITDA of MNOK 107.6, up from MNOK 98.1 EBITDA margin of 3.7%, up from 3.2% EBIT of MNOK 64.3 Acquisition of leading Danish IP surveillance and security company Board [website/corporate Governance - Directors] Ib Kunøe (b. 1943), Chairman of the Board Cathrine Foss Stene (b. 1964) Kristine M. Madsen (b. 1961) Sigrun Hjelmquist (b. 1956) Sven Madsen (b. 1964) Truls Berntsen (b. 1960) Karin S. Løkke, Member of the Board (employee elected) Jørn Goldstein, Member of the Board (employee elected) Group Executive Board [website/ Group management] Claus Hougesen (b. 1963), President & CEO Rune Falstad (b. 1952) Executive Vice President & Chief Financial Officer Lars Pettersson (b. 1961) Managing Director, Atea AB (Sweden) Steinar Sønsteby (b. 1962) Managing Director, Atea AS (Norway) Juha Sihvonen (b. 1968) Managing Director, Atea Oy (Finland) Peter Trans (b. 1967), Managing Director, Atea A/S (Denmark) Arunas Bartusevicius, CEO of Atea Baltic Jesper Mathiasen (b. 1972), Corporate Business Development Director, Atea ASA The Shares [website / Investor relations / Share & Shareholder information, Q3 report] There were shares outstanding as of September 30, (6)

4 The Company's common stock is listed on the Oslo Stock Exchange (OSE) under the symbol "ATEA. Largest shareholders [Q3 report with information as of September 30, 2009] Main Shareholders * Shares % CONSOLIDATED HOLDING AS ** ,47% STATE STREET BANK & TRUST CO. *** ,24% DANSKE BANK A/S *** ,45% ATEA ASA ,97% GOLDMAN SACHS INT. - EQUITY - *** ,91% BANK OF NEW YORK MELLON *** ,13% STATE STREET BANK AND TRUST CO. *** ,92% JPMORGAN CHASE BANK *** ,59% DNB NOR SMB ,33% NORDEA BANK DENMARK AS *** ,11% VERDIPAPIRFONDET NORDEA KAPITAL ,11% TOMASJORDNESET AS ,05% VERDIPAPIRFONDET NORDEA AVKASTNING ,03% DNB NOR NORGE (IV) ,93% ALFRED BERG GAMBAK ,84% VITAL FORSIKRING ASA ,79% ORKLA ASA ,79% ALFRED BERG NORGE ,77% STATE STREET BANK AND TRUST CO. *** ,74% CARE HOLDING AS ,73% OTHER ,11% Total number of shares ,00% * Source: Verdipapirsentalen ** Includes shares held by Ib Kunøe *** Includes client nominee accounts Dividend policy The company s dividend policy is to distribute per cent of annual profits as dividends in periods with surplus liquidity. Due to the company s solidity the General Assembly decided a dividend of NOK 1 per share for the 2008 accounting year. Information on the financial figures [annual report 2008] The revenue for Atea in 2008 was 14,767.8 million NOK [annual report 2008] Extracts of Consolidated Income Statements and Balance Sheets for Atea for the year ended 31 December are presented below. All figures in million NOK. 4(6)

5 Extract - Income Statement Revenue 8, , ,767.8 Operating Income Net Profit/Loss Extract - Balance Sheet Non-current Assets 2, , ,228.7 Current Assets 4, , ,053.3 Equity 1, , ,858.2 Balance sheet Total 6, , ,282.1 Important notice For further financial information about the Company, please refer to the Company s financial reports. Comments regarding recent development and forward looking statements please refer Annual and Quarterly reports and press releases as well as the Company s webpage. The accounting Policies [annual report 2008] The consolidated financial statements of Atea have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and include Atea ASA and subsidiaries in which Atea ASA, directly or indirectly, has a controlling interest through ownership interests or agreements. The consolidated financial statements have been prepared under the historical cost convention, and modified by any revaluation of assets and liabilities at fair value through profit or loss according to the policies for the relevant areas. For more details regarding accounting policies please refer to the Company s financial reports. Risks [annual report 2008] The group s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The group s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the group s financial performance. The group uses derivative financial instruments to hedge certain risk exposures. Risk management is carried out by Corporate Staff (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the group s operating units. The Board of Directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and nonderivative financial instruments, and the investment of excess liquidity. For detailed information on risks please study the Annual report of 2008, the Company s other financial reports and relevant sources. Liquidity It is not sure whether there at all times will be a high liquidity for the Company on NASDAQ OMX Stockholm s regulated market. The market price of the Company may fluctuate significantly depending on different factors. The market process of the Company s shares may fluctuate significantly which does not necessarily depend on the Company success of its business operations or future forecasts. Lack of liquidity may partly depend on the fact that the 5(6)

6 market prices of securities may fluctuate more on NASDAQ OMX Stockholm in this case than on those exchanges where these securities are traded more actively. NASDAQ OMX Stockholm has the ambition to have several Liquidity Providers to mitigate this risk. Exchange rate The Company share s exchange rate on Oslo Stock Exchange is NOK. The trading on NASDAQ OMX Stockholm will take place in NOK. The Company s information obligation The Company has no information obligation regarding the current admission to trading of the shares at NASDAQ OMX Stockholm, neither based on the Swedish Securities Markets Act nor on NASDAQ OMX Stockholm s rules. However, by being continuously primarily listed on Oslo Stock Exchange s regulated market, the Company complies with the Norwegian legislation on information obligation and its home exchange s disclosure rules. The Company has no further obligation to disclose price sensitive information in Swedish language but the Company normally uses Norwegian and English language with regard to its disclosure practices. The Company s press releases and financial reports are generally available in Norwegian and English language. By having Norway as home member state, the Company is under obligation to meet Norwegian requirements on publication and storage of information in Norway s national information database for issuers (OAM) which is handled by Oslo Stock Exchange The availability of information on the Company The company s website in English and Norwegian: Norwegian national storage regarding all price sensitive information published by companies whose shares are admitted to trading on a regulated market in Norway: The availability of this summary This summary is supplied by NASDAQ OMX on Information obtained from the external information sources and declaration on this summary The information on the Company originates from financial reports, press releases on financial accounts published by the Company as well as from the Company s investor web page. OMX Treasury AB has issued this summary which is based on information published by the Company. In accordance with the Swedish Financial Instruments Trading Act, chapter 2, section 15, OMX Treasury AB declares that it has accurately ensured, to such extend as appropriate, that the information in this summary is repeated appropriately and that no facts are omitted from the information in the summary that could result in that the repeated information in this summary would be misleading or inaccurate. According to the Swedish Financial Instruments Trading Act, chapter 2, section 14, sub-section 3, please note that any investor who commences judicial proceedings as a result of information in this summary may be compelled to pay for a translation of the document. 6(6)