Information Memorandum TRANSFER OF LISTING OF THE SHARES IN BOUVET ASA FROM OSLO AXESS TO OSLO BØRS

Transcription

1 -- Information Memorandum TRANSFER OF LISTING OF THE SHARES IN BOUVET ASA FROM OSLO AXESS TO OSLO BØRS The information in this information memorandum (the Information Memorandum ) relates to the transfer of listing of the 10,250,000 shares (the Shares ) of Bouvet ASA, a public limited liability company organized under the laws of Norway ( Bouvet or the Company ) from their current listing on Oslo Axess to Oslo Børs. No offering or other sale of Shares will be completed in connection with the transfer of listing. It is expected that the last day of listing on Oslo Axess will be Monday 29 November 2010, and the first day of listing on Oslo Børs will be Tuesday 30 November The Shares will be listed on Oslo Børs under the current ticker code BOUVET. Investing in the Company involves risks. For a summary of applicable risk factors, see section 7 Summary of Risk Factors. THIS INFORMATION MEMORANDUM SERVES AS A TRANSFER OF LISTING DOCUMENT ONLY AS REQUIRED BY NORWEGIAN LAW AND REGULATIONS. THE INFORMATION MEMORANDUM DOES NOT IN ANY JURISDICTION CONSTITUTE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO IT. THE INFORMATION MEMORANDUM IS NOT INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISIONS. Manager: 29 November 2010

2 Important Notice This information memorandum (the Information Memorandum ) has been prepared to comply with the Norwegian Securities Trading Act section 7-5, subsection 1 no. 11, cf. the Regulations to the Securities Trading Act section 7-2. The Information Memorandum has been submitted to and reviewed by the Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) (the NFSA ) in accordance with section 7-2 of the Norwegian Securities Regulations, cf. Section 7-5 no 11 of the Norwegian Securities Trading Act. However, the Information Memorandum has not been reviewed or approved by the NFSA in accordance with the rules that apply to a prospectus. The Information Memorandum has been prepared solely in connection with the transfer of listing of the Company s shares (the Shares ) from Oslo Axess to Oslo Børs (the Listing Transfer ), pursuant to an application for such transfer submitted by the Company on 27 October It is not intended to form the basis for any investment decisions. The Information Memorandum has been published in an English version only. For the definitions of terms used throughout this Information Memorandum, see section 9 Definitions and Glossary of Terms. The Company has furnished the information in this Information Memorandum in order to provide a brief presentation of the Company in connection with the Listing Transfer and unless otherwise indicated, the source of information included in this Information Memorandum is the Company. The Manager makes no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Information Memorandum is, or shall be relied upon as, a promise or representation by the Manager. Any reproduction or distribution of this Information Memorandum, in whole or in part, is prohibited. The Manager disclaims all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of the Information Memorandum or any such statement. All inquiries relating to this Information Memorandum should be directed to the Company or the Manager. No other person has been authorised to give any information about, or make any representation on behalf of, the Company in connection with the Information Memorandum or the Transfer of Listing, and, if given or made, such other information or representation must not be relied upon as having been authorised by the Company or the Manager. An investment in Bouvet involves inherent risks. Potential investors should carefully consider the risk factors set out in section 7 Risk Factors in addition to the other information contained herein before making any investment decision. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Any prospective investor should consult with their own legal adviser, business adviser and tax adviser as to legal, business and tax advice. The delivery of this Information Memorandum shall under no circumstance create any implication that the information contained herein is correct as of any time subsequent to the date of this Information Memorandum. This Information Memorandum is subject to Norwegian law. Any dispute arising in respect of this Information Memorandum is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue in the first instance. The distribution of this Information Memorandum in certain jurisdictions may be restricted by law. The Company and the Manager require persons in possession of this Information Memorandum to inform themselves about and to observe any such restrictions. This Information Memorandum serves as a listing document as required by applicable laws and regulations only. The Information Memorandum does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it. - 1

3 In the ordinary course of their respective businesses, the Manager and certain of its affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company and its subsidiaries. - 2

4 Table of contents 1 Executive summary Responsibility for the Information Memorandum Description of the Company Key information Business description Customers Principal markets History and development Board of Directors, management and employees Patents and trademarks Research and development Auditor Advisors Shareholders Related party transactions Financial information Key financial information Significant changes and trends after 30 September Capitalisation and indebtedness Share capital and articles of association Share capital Articles of association The Transfer of Listing Summary of risk factors Additional information Documents on display Incorporation by reference Definitions and glossary of terms

5 1 Executive summary This Information Memorandum is prepared in connection with the transfer of listing of the Shares in Bouvet from Oslo Axess to Oslo Børs and does not constitute an offer to buy or sell shares or other securities in any jurisdiction. Bouvet applied for transfer of listing of the Shares on 27 October 2010 and the application was approved by Oslo Børs on 24 November The Shares will commence trading on Oslo Børs on 30 November The Information Memorandum highlights certain information about the Company. It does not contain all the information that may be important to you, and should be read in conjunction with it, and is qualified in its entirety, by the information otherwise disclosed by the Company to the market in accordance with its continuing obligations. Any decision to invest in the securities described herein should be based on consideration of all such available information and documentation. - 4

6 2 Responsibility for the Information Memorandum This Information Memorandum has been prepared by Bouvet ASA to provide information in connection with the Transfer of Listing. Bouvet ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Information Memorandum is, to the best of its knowledge, in accordance with the facts and contains no omissions likely to affect its import. Oslo, 29 November 2010 Bouvet ASA - 5

7 3 Description of the Company 3.1 Key information Bouvet ASA is a public limited liability company pursuant to the Norwegian Public Limited Liability Companies Act of 1997, incorporated under the laws of Norway. The Company was established 3 May 1995 and registered in the Norwegian Register of Business Enterprises 22 May The Company s headquarter is located at Sandakerveien 24, 0473 Oslo. The postal address is Bouvet ASA, Postboks 4430 Nydalen, 0403 Oslo and the phone number is Bouvet ASA is the holding company of the Bouvet-group and has 3 100% owned subsidiaries. Bouvet s Swedish subsidiary Bouvet Sverige AB has two Swedish subsidiaries. In addition, Bouvet has a 60% shareholding in Olavstoppen AS. The Bouvet-group s legal structure is displayed in the figure below. Bouvet Bouvet ASA ASA 100% 100% 100% 60% Ontopia Ontopia AS AS Nordic Nordic Integrator Integrator Management Management AS AS Bouvet Bouvet Sverige Sverige AB AB Olavstoppen Olavstoppen AS AS 100% 100% Bouvet Bouvet Stockholm Stockholm AB AB Bouvet Bouvet Syd Syd AB AB 3.2 Business description Bouvet is a Scandinavian provider of consultancy and development services within information technology. The Company provides services within the following service areas: Portals System development System integration SAP Business intelligence Application management Training / Courses Technical infrastructure Bouvet s service areas are largely complementary. Accordingly, a delivery typically consists of services within several of the Company s service areas. - 6

8 3.3 Customers Bouvet has a strong customer base. The Company provides services for a wide range of sectors. The most prominent sectors are: Commerce Energy Public Banking and finance Services Some of the Company s customers are: Private: Statoil ICA Ahold Lyse Hydro Yara Telenor Public: Statkraft Statnett NAV Utlendingsdirektoratet Jernbaneverket The graphs below display the development in revenues from the Company s 10 largest customers from the first 9 months of 2007 to the first nine months of

9 3.4 Principal markets Bouvet mainly focuses on the provision of IT-services in the Nordic market. The Company s revenues for 2008 and 2009 divided by geographical region are displayed in the table below. Bouvet s Swedish operation was established in 2008 and thus, no geographical segment information is available for NOK Norway Sweden Other Total Key drivers and important factors for growth in this market are economic growth, corporate profits and access to human resources. The overall wellbeing of the economy is largely linked to the development in corporate profits which in turn has a substantial effect on IT-services spending. In addition to its private sector customers, Bouvet has several customers within the public sector, partly offsetting its exposure to the general macroeconomic climate. Access to human resources is crucial for the consulting industry. Consulting companies and software developers with large, active professional environments are often the winners in the battle of recruiting IT competence. Middle sized and large companies with core operations within other sectors have also traditionally attracted high quality candidates. However, these companies have to a growing extent outsourced their IT-operations and this has caused IT-personnel to be reluctant to work for non IT-core companies. The rather limited presence of Nordic software developers has given the result that in prosperous times, most attractive candidates seek working in the consulting industry, which is characterised by high salaries, exciting and varied tasks and is up to speed with the technological development. Even though a tight labour market can represent a challenge for consultancies, it also represents a market opportunity. As tight labour markets represent capacity restraints for all companies, they are induced, maybe even forced to use consultancies. Moreover, a tight labour market represents opportunities for IT services companies as it leads companies to look for automated solutions. 3.5 History and development Bouvet is the result of several restructurings and its roots can be tracked to the early 1980s. The main branches of Bouvet s history are Mandator and Cell Network. Mandator was founded in 1983 and was known to be a technically focused IT-consultancy. Mandator s core competence was custom application development, system integration and business processes. ICA, Forsvaret (the Norwegian Armed Forces) and Statoil were among the main customers. Cell Network (changed its name from New Media Science in 2000) was one of the first and largest Internet consultancies in Norway. The company was specialised within web-development, and won several awards for their creative concepts and efficient marketing campaigns developed for customers utilising new technologies. Some of Cell Network s main customers were Statoil, Hjemmet Mortensen, NSB, Flytoget, Pepsi, Tine and Telenor. Mandator and Cell Network merged in 2001 and took the name Cell Network. The new Cell Network was acquired in August 2002 by Eidsvold Eiendom AS, a subsidiary of Firmament AS, and later named Bouvet. During the fall of 2002, the employees of Bouvet bought 66% of the Company shareholdings. The headcount of the Company had been reduced from 250, following the merger, to 130 employees at 7 locations. Bouvet has subsequently grown to employ in excess of 600 persons at 12 locations. In May 2007, Bouvet was listed on Oslo Axess with ticker BOUVET. In October 2008 Bouvet announced its acquisition of 100 per cent of the Malmö based company Zekundera AB. The transaction marked the start of Bouvet`s expansion into the Swedish market. In April 2009 the Company announced the establishment of its Stockholm office. - 8

10 3.6 Board of Directors, management and employees Board of Directors The Board of Bouvet consists of the following persons: Åge Danielsen, Chairperson Randi Helene Røed, Vice Chairperson Grethe Høiland, Board member Ingebrigt Steen Jensen, Board member Kent Mikael Rosseland, Employee representative Ida Lau Borch, Employee representative Morten Njåstad Bråten, Employee representative Management The management of Bouvet consists of the following persons: Sverre Hurum, CEO Nils Olav Nergaard, Deputy CEO and Regional Director, western region Erik Stubø, CFO Åsmund Mæhle, Head of Communications Employees As of 30 September 2010 the Company had 617 employees. 3.7 Patents and trademarks The Company has no patents. The Company has registered Bouvet as a trademark which serves the purpose of protecting the Company s name and logo. 3.8 Research and development Bouvet is continuously developing the competence of its employees and its organisation in accordance with technological innovations and developments in the IT-industry. Beyond this, the Company does not have any research and development activities that are material to its business or profitability. 3.9 Auditor For the last 3 financial years and up to the date of this Information Memorandum, Ernst & Young AS has been the Company s auditor. Ernst & Young AS is a member of The Norwegian Institute of Public Accountants. The registration number in the Norwegian Register of Business Enterprises is The auditor s address is Christian Fredriks plass 6, 0154 Oslo, Norway Advisors The Company's financial advisor in connection with the Transfer of Listing has been ABG Sundal Collier and the legal advisor has been Advokatfirmaet Schjødt DA. - 9

11 3.11 Shareholders The Company s shareholders registered in the VPS as of 22 November 2010 owning more than 1% of the Company are displayed below: Shareholder Type Country Shares Percent 1 JPMorgan Chase Bank 1 Nominee United Kingdom % 2 Hurum, Sverre Finn Private investor Norway % 3 MP Pensjon Company Norway % 4 DnB NOR Nordic Technology Vpf Company Norway % 5 Kommunal Landspensjonskasse Company Norway % 6 KLP Aksje Norge Vpf Company Norway % 7 Morgan Stanley & Co Internat. Plc Nominee United Kingdom % 8 Storebrand Livsforsikring AS Company Norway % 9 Stubø, Erik Private investor Norway % 10 SHB Stockholm Clients Account Nominee Sweden % 11 Skandinaviska Enskilda Banken Nominee Sweden % 12 Nergaard, Nils Olav Private investor Norway % 13 Telenor Pensjonskasse Company Norway % 14 DnB NOR Smb Vpf Company Norway % 15 Warrenwicklund Norge Company Norway % 16 Storebrand Vekst Company Norway % 17 Bouvet ASA Company Norway % 18 Riisnæs, Stein Kristian Private investor Norway % 19 Volle, Anders Private investor Norway % 20 Danske Invest Norge Vekst Company Norway % Total >1% % Others % Total % 1) Includes shareholdings of funds managed by Nordea Investment Fund Company Finland Ltd Related party transactions Since 1 January 2007 the Company has had the following related party transactions: 2007: Purchase of consulting services in connection with the listing of the Shares, from Investeringsutvikling AS, a company partly owned by Board member Ulvin. Under the consultancy agreement, a fee of NOK 1,500 per hour is payable for a total of 113 hours. The consultancy agreement commenced in January 2007 and was terminated on 20 April

12 4 Financial information 4.1 Key financial information A summary of the financial statements prepared in accordance with IFRS for the Company for the years 31 December 2009, 2008 and 2007 and for the nine moths ended 30 September 2010 and 2009 is presented below. Consolidated accounts, annual reports and auditor s reports, including audited historical financial information in respect of the financial years ended 2009, 2008 and 2007, and unaudited consolidated information for the nine months ended 30 September 2010 and 2009 are incorporated by reference into this Information Memorandum, see Section 8.2. Summary of income statement Jan. - Sep. Jan. - Sep. Full year Full year Full year MNOK Operating revenue Operating profit (EBIT) Profit for the period , EBIT margin 8.2 % 9.9 % 9.7% 12.3% 10.7% EPS reported (NOK) EPS fully diluted (NOK) Summary balance sheet 30 Sep. 30 Sep. 31 Dec. 31 Dec. 31 Dec. MNOK Intangible assets Fixed assets Cash and equivalents Other current assets Total assets Equity Long-term debt Short-term debt Total equity and liabilities Equity ratio 40.1% 45.0% 42% 44% 53% 4.2 Significant changes and trends after 30 September 2010 There have been no significant changes to report after 30 September

13 4.3 Capitalisation and indebtedness The following tables display the capitalisation and indebtedness of the Company as at 30 September Capitalisation as of 30 September 2010 Unaudited MNOK Total Current Debt A Guaranteed - - Secured - - Unguaranteed/unsecured Total Non-Current Debt (excluding current portion of long-term debt) B Guaranteed - - Secured - - Unguaranteed/unsecured 4.2 Shareholders Equity C 95.6 Share capital 10.3 Legal reserve 74.4 Other reserves 10.9 Total capitalisation (A+B+C) Indebtedness as of 30 September 2010 Unaudited MNOK Cash A 45.3 Cash equivalent - restricted cash short term B - Trading securities C - Liquidity (A+B+C) D 45.3 Current financial receivable E - Current bank debt F - Current portion of non current debt G - Other current financial debt H - Current financial debt (F+G+H) I - Net Current Financial Indebtedness (I-E-D) J (45.3) Non current bank loan K - Bond Issued L - Other non current loans M - Non Current Financial Indebtedness (K+L+M) N - Net Financial Indebtedness (J+N) (Net Cash) O (45.3) - 12

14 5 Share capital and articles of association 5.1 Share capital The Company s current share capital is NOK 10,250,000 divided on 10,250,000 Shares, each with a par value of NOK Articles of association Bouvet s articles of association follow below. 1 The name of the company is Bouvet ASA. The company is a public limited company. 2 The company shall have its business address in Oslo municipality. 3 The business activities of the company are to engage in consultancy, systems development and implementation of IT-solutions together with other activities connected with this. The activities may be operated by the company itself, by subsidiaries or through participation in other companies or in cooperation with others. 4 The share capital of the company is NOK , divided between shares of NOK 1 each. The company s shares shall be recorded in the Norwegian Central Securities Depository (Verdipapirsentralen). 5 The board of directors shall comprise of 5 to 8 members. 6 to 9 deputy directors may be elected in respect of the directors elected by and among the employees, and these deputies shall be summoned in the order in which they are elected. The chairman of the board and one director jointly may sign for the company. The board may grant power of procuration. 6 The company s annual general meeting shall deal with the following matters: a) Stipulation of the profit and loss account and the balance sheet. b) Application of the annual profit and coverage of loss, and also the declaration of dividends. c) Election of the board of directors. d) Other matters which are referred to the general meeting by statute law or the articles of association. - 13

15 Documents that shall be considered at the general meeting may be made available by publishing the documents on the company s web site. This shall also apply for documents that, pursuant to law or regulations, shall be included in, or attached to the notice of the general meeting. If these documents are made available on the web site, the legal requirements regarding physical distribution of the documents shall not apply. A shareholder may nevertheless upon request to the company have the documents that shall be considered at the general meeting sent to him by mail. 7 The company shall have a nomination committee. The duties of the nomination committee are to submit an explained recommendation to the general meeting for the election of shareholder-elected members of the board of directors. The nomination committee shall also submit a recommendation to the general meeting on remuneration of members of the board of directors. The nomination committee consists of three members to be elected at the company s general meeting. Both genders shall be represented. The majority of the nomination committee shall be independent of the board of directors and the day-to-day management. The members of the nomination committee are elected by the general meeting for two years at a time. The general meeting stipulates the remuneration to be paid to the members of the nomination committee. The general meeting may adopt instructions for the nomination committee. The company will cover the costs of the nomination committee. 8 A resolution on an amendment to the articles of association shall require the approval of at least two thirds of both the votes cast and the share capital represented at the general meeting. - 14

16 6 The Transfer of Listing On 27 October 2010, Bouvet applied for transfer of listing of its Shares from Oslo Axess to Oslo Børs. The Board of Directors of Oslo Børs approved the application on 24 November The Shares will commence trading on Oslo Børs on 30 November 2010 under ticker BOUVET. The background for the Transfer of Listing is to enable better liquidity in and increased interest for the Company s Shares. - 15

17 7 Summary of risk factors Below is a summary of certain relevant risk factors related to the Company and the industry. The risks outlined below are not the only ones facing the Company. Additional risks not presently known to the Company or risks the Company currently deems immaterial may also impair the Company's business operations and adversely affect the price of the Company's Shares. Economic climate Competition Rapid technological development Cyclicality and variability of operating results Ability to retain key personnel and recruit qualified staff Reliance on large customers and specific sectors Dependency on third parties Project execution and quality of deliveries Management of growth Management of business combinations and acquisitions Legal claims and matters Dependency on licence agreements Fluctuations in exchange rate between NOK and SEK Risk factors relating to the Shares: Share price volatility Limited liquidity Claims towards the Company Future sales of Shares Ability to pay dividends Dilution Ability to bring an action against the Company may be limited under Norwegian law - 16

18 8 Additional information 8.1 Documents on display For the life of this Information Memorandum the following documents are available for inspection at the Company s offices and are available at the Company s web page Bouvet s audited financial statements for 2009, 2008 and 2007 Bouvet s unaudited condensed consolidated financial statements for the nine months ended 30 September 2010 The following documents are available for inspection at the Company s offices: Memorandum of incorporation and articles of association of Bouvet ASA Historical financial information for the Company s significant subsidiaries The most recent prospectus issued by the Company is available at the Company s offices at Sandakerveien 24, 0473 Oslo. The Company publishes financial information in accordance with Oslo Børs continuing obligations of stock exchange listed companies on and through Oslo Børs information system under ticker BOUVET (see This Information Memorandum has been made publicly available at the below addresses and at Incorporation by reference Section in the Information Memorandum Disclosure requirement Reference document and link Page in reference document Section 4 Financial information, consolidated statement and other financial information for _Pres.aspx Section 4 Financial information, consolidated statement and other financial information for _Pres.aspx Section 4 Financial information, consolidated statement and other financial information for _Pres.aspx Section 4 Financial information, consolidated statement and other financial information for the nine months ended 30 September _Pres.aspx

19 9 Definitions and glossary of terms ABG Sundal Collier Board Bouvet Cell Network CEO CFO COO Company Information Memorandum Manager Mandator MNOK NOK Oslo Børs SEK Shares Transfer of Listing ABG Sundal Collier Norge ASA The Board of Directors of Bouvet Bouvet ASA and its subsidiaries Cell Network AS Chief Executive Officer Chief Financial Officer Chief Operating Officer Bouvet ASA and its subsidiaries This information memorandum dated 29 November 2010, prepared in connection with the transfer of listing of the Shares from Oslo Axess to Oslo Børs ABG Sundal Collier Mandator AS Million Norwegian kroner Norwegian kroner Oslo Børs ASA Swedish kronor The shares of the Company The transfer of listing of the Shares from Oslo Axess to Oslo Børs, pursuant to an application filed by Bouvet on 27 October