Download Information concerning the Offered Shares for the Group`s

20.7.3 Offer document
COWI employee share programme 2013
Terms and conditions for sale
This offer document (the "Offer Document") is prepared by COWI Holding
A/S (in the following: the "Company") for the offer of sale of new B Shares in
the Company to COWI Group employees in Canada, Denmark, Lithuania,
Norway, Oman, Qatar, Sweden and Tanzania who are employed in the Group
on the offer date.
The offer document is not a prospectus nor approved by the Danish Financial
Supervisory Authority. The offer document is prepared pursuant to section 3,
no. 3 in the Executive Order no. 644 of 19 June 2012.
This Offer Document is dated 26 March 2013 (the "Offer Date").
Risk factors
Investing in shares involve high risks so investors subscribing for B Shares at
this Offer of Sale take on a risk. When considering investing in the Company,
investors should take into account all information stated in the Offer Document, including the below mentioned risk factors.
The below mentioned risk factors as well as other risks and uncertainty factors may have a considerable negative impact, directly or indirectly, on, e.g.,
the Group's future development and growth, activities, profit and loss account,
cash flows and financial position. Should one or more of the listed risks materialise, this may cause the price of shares to fall, including the Offered Shares,
and the shareholders may lose all or part of their investment in the Company.
The below list of risk factors is not exhaustive nor listed in order of priority
reflecting the possibility of the risks occurring, nor reflecting the scope of the
consequences for the Group or its shareholders; the Management today considers these risks to be the most significant risks related to the Group's activities as well as the Offer of Sale. Other risks and uncertainty factors which are
currently unknown to the Management may later become significant factors
that may have a considerable negative impact on the Group's activities.
The Offer Document also contains forward-looking statements entailing risks
and uncertainties. The Group's actual results may prove to deviate significantly from those predicted in such forward-looking statements, due to certain
factors including, but not limited to, the risks facing the Group, which are described below and elsewhere in this Offer Document. Investors should take
into account the below issues when deciding whether to invest in the Offered
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Shares. These issues are important when assessing the risk involved in investing.
Industry and company related risks
The Group is a consulting company working in the fields of engineering, environment and economics across the world. This entails that not only Danish,
but also international and regional aspects, such as the developments in international and regional economics and politics as well as trends in sectors and
markets in which the Group operates, may significantly affect the Group's activities, results, cash flows and financial position.
The Group's risks may be divided into market risks, political risks, operational
risks, financial risks, liquidity risks and other risks.
Market risks
Economic fluctuations, increased competition as well as major changes in the
demand for disciplines currently not included in the Group's core competencies may also affect the Group's earnings significantly.
Regardless of the Group's strong position on the global market and its main
markets, the Company experiences fierce competition from existing and new
actors, and there is a risk that such competition for several reason, including
some that outside of the Group's influence and that it cannot protect itself
from, may take away market shares from the Group and/or otherwise cause a
lower contribution margin, thereby affecting the Group's profitability etc.
Political risks
As an international consulting company, the Group is exposed to risks caused
by changes in the political environment. Especially in areas with political instability, political changes entail a risk of significant decrease of earnings.
Amendment of or introduction of new legislation as well as other regulations
in markets where the Group operates may have a significant negative impact
on the Group's activities, results, cash flows and financial position.
The Group is active in a number of markets and growth markets that hold a
potential for political and economic unrest. Nations revolting and going to
war in North Africa and the Middle East, which are home to important Group
activities, may thus affect the Group negatively. In this connection, the Group
may be exposed to changing political conditions, risk of foreign exchange
control and monetary volatility, expropriation, nationalisation, crime, terrorism, lacking or insufficient legal protection, inflation, strikes etc., which may
jeopardise the completion and operation of projects that the Group is involved
in, or render difficult money transfers, hedging of positions etc., resulting in
the risk of the Company not achieving the expected return, losing market
shares or sustaining actual losses. The concern for employee safety may also
entail unforeseen costs for, e.g., evacuation.
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Operational risks
Errors and losses in projects pose a risk to the Group. Especially in relation to
vast single projects, project losses will pose a risk to the Group.
At the end of December 2012, COWI concludes its work for the Omani government regarding design and supervision of two airports in Oman. COWI has
an outstanding claim for fee of MDKK 228, and possibly our client will raise
a counter-claim at the financial settlement of the projects.
In 2013 and 2014, developments in the Middle East are also expected to pose
a risk to the Group's turnover, earnings and cash flow.
Many of the Group's projects are carried out in cooperation with sub-suppliers
and partners, also in consortia (working partnerships, joint ventures etc.),
which may pose a risk if such sub-suppliers and partners do not deliver at the
agreed time and within the agreed cost frame or quality level.
In times of economic fluctuations, the Group faces a risk due to over/undercapacity considering the scope of ongoing projects.
As a consulting company, the Group also faces risks related to claims from
customers, cooperation partners and sub-suppliers. In the worst-case scenario,
such claims may entail payment of compensation, penalties as well as loss of
fee. The Group also provides part of its consultancy services in consortia with
other consultants where the Group may incur unlimited and/or joint and several liability.
The Group depends highly on being able to attract and retain the right employees and managers. If the Group's ability to do so weakens, its competitiveness may diminish.
The Group also depends on well-functioning IT systems to deliver the agreed
services. Grave IT errors could entail interruption of production, resulting in
loss of profits. In 2011, work started on developing a common IT platform for
the Group as well as a new Group solution, Financial Focus, which integrates
project, resource and financial management in COWI. The solution was implemented in Denmark and Qatar in 2012. Up until 2014, the IT platform will
undergo regular further development and implementation. If the development
or implementation activities are delayed or fail, this may, in itself, constitute a
significant operational risk, being lack of possibility to invoice, enter payments in the books etc. for a period of time.
Financial risks
Part of the Group's projects earn revenues in one currency and pay expenses
in this and other currencies, which may pose an exchange rate risk at conversion to the extent that the Group has not taken steps to hedging such risk. Furthermore, exchange rate risks exist in relation to unhedged interests in foreign
subsidiaries.
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The Group incurs risks in case of increasing interest rates on net interestbearing debt.
Moreover, on a regular basis, the Group has outstanding balances with customers on ongoing and completed works, which may entail the risk of a loss if
customers fail to pay.
When acquiring other companies, the Group may be exposed to market, operational and financial losses, both due to normal operation of these companies
and due to insufficient due diligence, erroneous pricing or unsuccessful integration.
Liquidity risks
The Group depends on having sufficient liquidity to finance ongoing business,
investment obligations and the expected development of business scope and
activities. In spite of the assessment that the Group on the Offer Date possesses the sufficient liquidity and credit facilities, the situation may change in the
future, which would limit the Group's room for manoeuvre.
Pension benefit obligation
Up until 30 June 2007, the Group's Norwegian subsidiaries have entered into
defined benefit plans for all employees. Since 1 July 2007, new employees are
only offered defined contribution plans. The defined benefit plan is calculated
annually by an independent actuary using a straight-line vesting period, and
the obligation depends on the employee's age, number of years with the company and salary level etc. The calculation is in accordance with IAS 19, corresponding to generally accepted accounting policies. The pension benefit obligation is discounted to the present value with a risk-free bond yield and is included in the balance as of 31 December 2012. The Norwegian subsidiaries
are legally obligated to pay further contribution if their financial provisions do
not suffice to pay the employees covered by the plans. Consequently, the
Group's Norwegian subsidiaries are subject to a non-quantifiable obligation.
In case of the defined contribution plan, the Group's Norwegian companies
regularly pay contributions to a private pensions provider. After paying contributions to the pensions provider, the companies have no further payment
obligations. The amounts are recognised in the profit and loss account as employee expenses when they fall due.
In the Group's Swedish subsidiary, COWI AB, a number of employees are
covered by a defined benefit plan which is not earmarked in the accounts for
COWI AB. The plan is based on a collectively agreed pension scheme entered
into by the industry parties ("Industrins och Handelns tilläggspension" (ITP)).
It was not possible to gather information from the Sweden pension fund to
state the benefits pursuant to IAS 19. The plan is recognised as a defined contribution plan, and costs are expensed when payment requests are received
from the pension fund. New or current employees are not offered this plan.
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Consequently, the Group's Swedish subsidiary is subject to a non-quantifiable
obligation.
Furthermore, the Group has made commitments to provide a number of former partners and executive employees with defined benefit plans. This pension benefit obligation is recognised in the balance.
Other risks
The Group supplies services to public and private customers across most of
the world and the Group's credibility as consulting company highly depends
on its commercial integrity. Non-compliance with international guidelines for,
e.g., anti-corruption or the like may lead to losing entire business areas or customers blacklisting the Group for years.
Negative Group publicity in the media or in the public in general may affect
decision-makers with the Group's potential customers and thereby negatively
affect the demand for the Group's consulting services, in turn negatively affecting the Group's business, results, cash flows and financial position. Major
climate change, global or regional natural disasters covering outbreaks of infectious diseases and epidemics, long-term disconnection or actual failure of
utilities supplies (water, heat, power, telecommunications etc.) as well as other similar events may have a significant negative impact on the Group's business, results, cash flows and financial position.
The Group is regularly involved in both major and minor legal processes and
disputes, and there is a risk that convictions, including imposition of liability
to pay damages, fines etc., may entail negative financial consequences and
damage to the Group's reputation, resulting in a risk of negative impact on the
Group's business, results, cash flows and financial position. The Group may
become involved in a dispute in Oman which, depending on the outcome,
may have a significant negative affect on the Group's results.
The Offered Shared are subject to considerable trading limitations, which affect employees' possibility of selling B Shares. Restrictions in negotiability
are specified in detail below.
Risks related to the Offer of Sale
There is always a risk to investing. Investing in shares makes you a co-owner
of the company in which you purchase shares. For this reason, it is key that
investors are aware that there is a risk of losing money by investing in the offered B Shares in case of falling prices, or of losing their entire investment if
the Company goes bankrupt or is reconstructed.
As of today, the Offered Shares have not been sought admitted for trade on a
regulated market and may, as a rule, only be sold in the manner and on the
terms described in the Offer.
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The Offered B Shares are priced in Danish kroner (DKK) and any dividend
will be paid in Danish kroner. Employees outside of Denmark who subscribe
to the Offered B Shares in the Company will face a risk of negative fluctuations in the cross rate between Danish kroner and the relevant local currency.
Reasons for the Offer and use of proceeds
Background to offer of employee shares
The Offer consists of an offer of up to nominally DKK 13,580,000 B Shares
which are offered by the Company for subscription.
The Offered Shares are offered to the Group's employees in Canada, Denmark, Lithuania, Norway, Oman, Qatar, Sweden and Tanzania who are employed in the Group on the Offer Date.
For a number of years, employees of various companies in the Group have
wished to become co-owners and following the foundation of the Company in
2010, it is possible to have all employees of the Group acquire shares in a
joint holding company which does not have actual operating activities in one
single geographic area. This way, a direct connection is established between
the performance of the individual subsidiary and dividends in the Company.
The Company intends to offer Shares to the Group's employees on a regular
basis.
Use of proceeds
The expected gross proceeds of the Offer of B Shares for the Company are
DKK 37.3 million, assuming that all Offered Shares are subscribed for. The
expected net proceeds (gross proceeds less expected costs) are DKK 37.0 million.
The net proceeds will be used to increase the Group’s capital resources.
Information concerning the Offered Shares for the Group’s
employees
The Offer consists of up to nominally DKK 13,580,000 B Shares offered by
the Company for subscription.
The Offered Shares are offered to the Group's employees in Canada, Denmark, Lithuania, Norway, Oman, Qatar, Sweden and Tanzania who are employed in the Group on the Offer Date.
The Offer is governed by Danish law, except for Danish choice of law rules.
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All Shares, including the Offered Shares, are registered shares which are required to be registered in the name of the holder in the Company’s register of
shareholders. The Company’s register of shareholders is kept by Computershare A/S, central bus. reg. no. (CVR-No.) DK 27088899, Kongevejen
418, DK-2840 Holte, Denmark, which has been appointed registrar on behalf
of the Company, cf. article 4.2 of the Articles of Association.
All Shares, including the Offered Shares, are registered in the Company’s register of shareholders. No physical share certificates are issued for the shares.
The Shares are non-negotiable instruments and cannot be transferred without
the consent of the Board of Directors, cf. article 4 of the Articles of Association.
The Offer is in Danish kroner (“DKK”) and the value of the Shares is stated in
Danish kroner (”DKK”).
The Offered Shares' rights
Rights to dividend
The B Shares entitle the holder to dividends on equal terms with the existing
Shares, if distributed, as of the registration of the capital increase in connection with the B Shares with the Danish Business Authority (Erhvervsstyrelsen), which is expected to take place on 15 May 2013 for B Shares that are
subscribed to and paid through the Cash Scheme, and no later than 15 January
2014 for B Shares that are subscribed to and paid through the Bond Scheme
or the Savings Scheme.
There are no dividend restrictions or procedures for shareholders residing in
another state.
According to article 5.1 of the Company’s Articles of Association, dividend is
distributed as follows:
.
An advance payment of dividends of up to 0.6 per cent is payable to the holders of B and C Shares.
If the holders of B and C Shares have received 0.6 per cent, subsequent dividends of up to 0.6 per cent will be payable to the holders of A Shares.
Holders of A, B and C Shares will be entitled to an equal share of any dividend payments exceeding 0.6 per cent.
Any remaining proceeds must be applied as directed by the general meeting.
If no dividends are paid, the general meeting will decide on the use of the
proceeds, cf. article 5.2 of the Articles of Association.
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Any dividends not claimed three (3) years after the due date will accrue to the
Company, cf. article 5.3 of the Company’s Articles of Association.
Voting rights
Each B Share amount of nominally DKK 100 is given one (1) vote, cf. article
11.3 of the Articles of Association.
Pre-emption right
According to article 6 of the Articles of Association, any cash increase of the
Company’s share capital must be effected with A, B and C Shares proportionately among the three (3) share classes at the time of the increase, but see below. If the share capital is increased in this way simultaneously with A, B and
C Shares, holders of A Shares have a pre-emption right to new A Shares,
holders of B Shares have a pre-emption right to new B Shares and holders of
C Shares have a pre-emption right to new C Shares.
In the event of a cash increase of the share capital with either A, B or C
Shares, the holders of Shares in the relevant share class have a pre-emption
right to the new shares within their own share class. However, with a twothirds (2/3) majority the general meeting may decide that the capital increase
is to be carried out with pre-emption rights only for the holders of A Shares
irrespective of the share class(es) within which the capital increase is effected.
Furthermore, the share capital may, subject to the same majority, be increased
with B Shares only with pre-emption rights for either holders of A and B
Shares on a pro rata basis and on equal terms or with pre-emption rights for
specific employees within the Group.
Upon the recommendation of the Board of Directors, the general meeting may
subject to a two-thirds (2/3) majority adopt an increase of the share capital
without any pre-emption right for shareholders, provided that the increase is
effected as payment in part or in full for the take-over of an existing business.
In that case, the increase must be effected only with B Shares, unless the general meeting, with a two-thirds (2/3) majority, decides that the increase is to
be effected with A and B Shares in the same proportion as at the time of the
increase.
Notwithstanding the above, holders of A Shares, which currently only include
COWIfonden, will in any increase of the B Share capital always be entitled to
subscribe for the number of B Shares required to maintain a shareholding of at
least 10.1 per cent of the B Share capital.
.
Pre-emption rights cannot be assigned to any third party.
Duty to sell, redemption and exchange of B Shares held by Group employees
Duty to sell, redemption and exchange of B Shares held by the Group’s employees The B Terms include provisions for a duty to sell, redemption and
exchange of B Shares. The shareholder is obliged to sell all his or her B
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Shares in each of the following two cases: (i) If the shareholder’s employment
with the Group is discontinued irrespective of the reason, including due to
termination, retirement, permanent unfitness for work, death, etc., the shareholder is under an obligation to sell all his or her B Shares to COWI Invest
A/S at a price corresponding to the intrinsic value (net asset value) of the B
Shares, calculated on the basis of the Company’s most recent, adopted official
annual report at the time of the transfer. The employment is considered to be
discontinued at the time when the employee actually retires from his or her
position with the Group. (ii) If the company with which the shareholder is
employed ceases to be a part of the Group, the shareholder is obliged to sell
all his or her B Shares to COWI Invest A/S at a price corresponding to the
intrinsic value of the B Shares calculated on the basis of the Company’s latest
annual report. A company will be regarded as having ceased to be a part of
the Group at the time at which the Company ceases to exercise a control interest (directly or indirectly) over the company. A controlling interest is to be
understood as defined in sections 6 and 7 of the Companies Act.
If COWI Invest A/S does not acquire all of the B Shares of the shareholder,
the shareholder may sell them to another employee of the Group at a price not
exceeding the price at which the B Shares could be sold to COWI Invest A/S.
In the event of debt enforcement against the shareholder’s B Shares, or in the
event of the shareholder’s bankruptcy, initiation of negotiations for a compulsory composition or filing for suspension of payments, the shareholder is
obliged to immediately sell all his or her B Shares to COWI Invest A/S at a
price corresponding to the intrinsic value of the B Shares calculated on the
basis of the Company’s most recent, adopted official annual report at the time
of the transfer. The Company will determine the terms of the completion of
the transfer.
If the Board of Directors and COWIfonden make a request to this effect, the B
Shareholder is under an obligation to vote in favour of any capital increase,
including with a derogation from the B Shareholders’ statutory pre-emption
right, i.e. so that the Company can issue shares in a direct placing.
Furthermore, if the Board of Directors and COWIfonden make a request to
this effect, holders of B Shares are obliged to participate in and tolerate structural changes in the Company. Structural changes mean exchange of shares,
merger, division, other transactions where the Shares are transferred/exchanged for shares in one or more surviving companies as well as
any other form of restructuring.
If the shares – or whatever such shares might be substituted for – are accepted
for trade or listing on a regulated market, the holder of B Shares is obliged to
sell all his or her B Shares to COWI Invest A/S at a price corresponding to the
intrinsic value of the B Shares calculated on the basis of the Company’s most
recent, adopted annual report at the time of the transfer.
.
If it is decided that the majority of the shares of the Company are to be exchanged for shares in another company, including in connection with a mers. 9
ger or the Company’s total or partial amalgamation with, transfer to or takeover of another company, the holder of B Shares is – upon the request of
COWIfonden and the Board of Directors – under an obligation to sell all his
or her B Shares to COWI Invest A/S at a price corresponding to the intrinsic
value of the B Shares calculated on the basis of the Company’s latest approved, official annual report at the time of the transfer.
Liquidation surplus
In case the Company is liquidated, the Company’s shareholders are entitled to
a proportionate share of the Company’s assets after payment of the Company’s creditors.
Authorisations
The Offered Shares are offered in pursuance of article 7.1.1 of the Articles of
Association, according to which the Board of Directors is authorised, in one
or more transactions during the period until 7 May 2015, to increase the
Company’s B Share capital by a new issue of shares for a maximum nominal
amount of DKK 67,000,000. The capital increase may be effected by cash
payment or contribution in kind and without any pre-emption rights for the
Company’s existing shareholders, provided always that holders of A Shares
will be entitled at any time to subscribe for the number of B Shares required
to maintain a shareholding of at least 10.1 per cent of the B Share capital.
Shares issued under this authority must be non-negotiable instruments and be
registered in the name of the holder.
The authority was adopted in connection with the Company’s formation on 7
May 2010.
On 27 February 2013, the Board of Directors decided to increase the Company’s share capital by up to nominally DKK 13,580,000 B Shares in pursuance
of the authority in article 7.1.1
Issue of the Offered Shares
After completion of the Offer, the Offered Shares are registered in the name
of the investor in the Company’s register of shareholders following registration of the capital increase with the Danish Business Authority
(Erhvervsstyrelsen) with regard to the new B Shares.
The capital increase is expected to be registered with the Danish Business Authority on 15 May 2013 for B Shares subscribed for through the Cash
Scheme.
B Shares that are subscribed to and paid through the Savings Scheme or the
Bond Scheme (as described below) are expected to be registered with the
Danish Business Authority around 15 January 2014.
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Negotiability of the Offered Shares
The Offered Shares are non-negotiable instruments and cannot be transferred
without the consent of the Board of Directors.
There are significant restrictions in the negotiability of B Shares held by the
Group’s employees.
Restrictions in the negotiability of B Shares held by the Group’s employees
B Shares held by the Group’s employees are registered in the Company’s register of shareholders, which is kept by Computershare A/S.
The Shareholder grants the Company irrevocable authority, including with
respect to the Company’s authorised registrar, to perform or have performed
any action authorised in the B Terms in order to ensure compliance with the B
Terms. This means that any transaction involving the B Shares is subject to
the Company’s prior approval, such that the shareholder is cut off from dealing with the B Shares in every respect without the Company’s participation.
Any transfer of B Shares must take place during a period from the annual
general meeting and six (6) weeks ahead as the Company may extend this period once or more.
The shareholder is only entitled to sell his or her B Shares to COWI Invest
A/S and is not entitled to sell, pledge or in any other way transfer the B Shares
except for as described below.
If the shareholder wishes to sell his or her B Shares in whole or in part, such
Shareholder must notify COWI Invest A/S thereabout in writing within the
time stipulated by the Company for such notice that year as advertised on the
Company’s website.
COWI Invest A/S is obliged to purchase the shareholder’s B Shares within a
framework of DKK 50 million per year and such that the Company’s and
COWI Invest A/S’ total holding of B and C Shares does not exceed 25 per
cent of the total B and C share capital from time to time in the Company.
If a shareholder has wanted to sell his or her B Shares to COWI Invest A/S
and COWI Invest A/S does not fully grant the shareholder’s request for a sale
of the B Shares, the shareholder is entitled to sell a number of B Shares during
a period of three (3) months, corresponding to the number of B Shares not
acquired by COWI Invest A/S the year in question, to another employee with
the Group and at a price that does not exceed the price at which the B Shares
could be sold to COWI Invest A/S. It is a condition for the shareholder’s sale
according to the above that the employee in question accepts the Terms and
that the shareholding of such employee does not in that connection reach a
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total number of B and C Shares that exceeds a fixed limit of 0.5 per cent of
the issued share capital in the Company.
Any transfer of B Shares takes place at a price corresponding to the intrinsic
value of the B Shares calculated on the basis of the Company’s most recent,
adopted annual report at the time of the transfer so that the price of the B
Shares at all times is fixed in the period between two annual general meetings
in the Company.
Redemption
In pursuance of section 70(1) of the Danish Companies Act (Selskabsloven) a
shareholder owning more than nine-tenths (9/10) of the shares in a company
and having a corresponding share of the votes may decide that the other
shareholders in the company must have their shares redeemed by the shareholder. In such case the remaining shareholders must be called upon to transfer their shares to the shareholder in question within a period of four (4)
weeks in pursuance of the rules governing the convening of general
meetings. If it is not possible to agree on the redemption price, the redemption
price is fixed by independent experts appointed by the court where the company has its registered office in pursuance of the provisions of the Danish
Companies Act. There are special requirements for the contents of such notice.
If a shareholder owns more than nine-tenths (9/10) of the shares in a company
and has a corresponding share of the votes, other shareholders may request
that the shareholder purchase their shares in pursuance of section 73 of the
Danish Companies Act. If the Articles of Association do not include any provisions regarding the redemption price and the parties cannot agree thereon,
the redemption price is determined by independent experts appointed by the
court where the company has its registered office, in pursuance of the provisions of the Danish Companies Act.
No public take-over bids have been made in connection with the Shares since
the foundation of the Company.
Taxation
When distributing dividend to natural persons, the Company is required to
withhold 27 per cent withholding tax. Shareholders residing in countries with
a double taxation agreement may apply for a refund of this part of the Danish
tax. This i.e. applies to shareholders residing in Canada, Lithuania, Norway,
Sweden and Tanzania. When distributing dividend to companies, the Company is required to withhold 25 per cent withholding tax, unless the shareholder
owns 10 per cent or more of the share capital in the Company – in such cases
there is no withholding tax requirement. The Company is responsible for
deducting the withholding tax. The withholding tax deducted does not necessarily correspond to the final withholding tax liability of the shareholder. Any
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recovery of excess withholding tax paid is the shareholder’s own responsibility.
The Danish taxation rules have changed, which entails that the seller of unlisted shares is to pay capital gains tax on shares of the entire proceeds,
whereas previously on the difference between the cost price and sales price
was to be paid.
SKAT (the Danish tax authorities) has promised the Company to grant exemption to company shareholders who are liable to pay taxes in the EU/EEA
or in countries with which Denmark has entered into double taxation agreements or agreements to exchange tax information. An exemption entails that
the shareholder selling shares in the Company, taxation wise, are in the same
position as before the legislative amendment, thus only being subject to taxation of the different between the cost price and the sales price of the B Shares.
Shareholders liable to pay taxes in, e.g., Oman and Qatar will not be eligible
for exemption. As regards these shareholders, COWIfonden agrees to take the
place of COWI Invest A/S and buy any shares that these shareholders may
wish sell.
The investors are called upon to make enquiries as to the legislation of their
respective home countries, including the rules governing taxation of dividends
and taxation in connection with sale and/or exchange of Shares, the possibility
of having Shares included in a pension savings custody deposit account and
the like.
Terms and conditions of the Offer
Terms and conditions of the offer
The Offered Shares are offered to the Group’s employees in Canada, Denmark, Lithuania, Norway, Qatar, Sweden and Tanzania who are employed by
the Company at the Offer Date (“the 2013 programme”).
The Offered Shares are up to a total of nominally DKK 13,580,000 new B
Shares.
Only those of the Group’s present employees who, on the Offer Date, are employed with one of the Group’s subsidiaries in Canada, Denmark, Lithuania,
Norway, Qatar, Sweden and Tanzania are entitled to subscribe for B Shares
under the 2013 Programme.
B Shares subscribed for under the 2013 Programme must be subscribed for by
payment through the following schemes:
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1. Cash payment by the investor making payment to the Company no
later than on 8 May 2013 ("Cash Scheme").
2. Employees residing in Denmark may paid the subscription fee through
their net salary payments from May to December in eight instalments
("Savings Scheme"). If the investor resigns during the savings period,
the share subscription is automatically annulled by the Company and
the amount accumulated is paid out no later than on the resignation
date.
3. Cash payment set off in the proceeds from the investor's employee
bonds which will be settled on 2 January 2014 ("Bond Scheme"). If
the proceeds do not suffice to cover the payment, the remainder payment is effected through the net salary payment for December 2013.
At any time until 2 January 2014, the investor may choose to pay the
subscription fee in cash and have the bond proceeds paid out as stipulated in the bond scheme. If the investor resigns before 2 January
2014, the share subscription is automatically annulled by the Company and the bond proceeds are paid out as stipulated in the bond
scheme.
No employee can at any time own a number of B or C Shares exceeding a
fixed limit of 0.5 per cent of the share capital issued in the Company from
time to time. Consequently, the employee can only acquire Offered Shares to
the extent such acquisition does not result in the employees’ total shareholding in the Company exceeding this limit.
The total market price of the Offer is up to DKK 37.3 million.
Subscription Period and offer process
The Subscription Period is from 26 March 2013 at 9:00 o’clock (Danish time)
to 7 May 2013 at 16:00 (Danish time).
Employees eligible for participation in the 2013 Programme are at some time
during the Subscription Period required to complete an electronic application
form which is can be accessed through an access email from Computershare.
All employees eligible for buying shares will receive an email with login information.
When completing the relevant application form, subscribers for Offered
Shares will also be required to accept the B Terms electronically. The investor’s acceptance of the Terms is a condition for allotment of the Offered
Shares.
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For the employees who wish to subscribe for the Offered Shares through the
cash Scheme, the allotted Offered Shares will be issued to the investor in
question immediately after registration of the capital increase regarding these
B Shares with the Danish Business Authority (Erhvervsstyrelsen),
presumably on 15 May 2013. The Offered Shares which are subscribed for
through the Savings Scheme or the Bond Scheme will be issues following
registration of these B Shares with the Danish Business Authority, presumable
on 15 January 2014.
Revocation or suspension of the Offer
If entirely extraordinary and unexpected events occur before 27 May 2013 at
16:00 o’clock (Danish time) which in the Management’s opinion render it inadvisable to complete the Offer, the Company reserves the right to revoke the
Offer. A revocation will be published on the Company’s website
(www.cowiholding.com and/or www.cowi.com) and written notice thereabout
will be forwarded to the persons who have completed an application form on
the Company’s website. Any subscription amounts paid made will be refunded.
Neither the Company, the Group nor any of the persons responsible for the
Prospectus can be held liable for expenses or losses suffered by investors as a
consequence of a revocation or suspension of the Offer.
Reduction of the number of subscriptions
If the total number of applications under the 2013 Programme exceeds the
total number of Offered Shares, the applications will be reduced pro rata.
Minimum and maximum amounts of application
The minimum subscription amount for a B Share is DKK 274.50.
The number of B Shares which an employee with the Group can acquire under the 2013 Programme is limited in that no employee may own a total number of B and C Shares which exceeds a fixed limit of 0.5 per cent of the issued
share capital in the Company.
More than one (1) application may be filed for each investor if the investor’s
shareholding does not thereby exceed 0.5 per cent of the share capital. When
filing more than one (1) application per investor, the applications received for
such investor will be treated as one (1) application.
Withdrawal of application
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Applications may be withdrawn by the investor until the expiry of the Offer
Period. Applications for shares become binding when the Offer Period ends.
Investors who use the Savings Scheme or the Bond Scheme will, in case of
resignation before 2 January 2014, have their applications annulled by the
Company.
Payment for Offered Shares
The Offered Shares may be paid for by transferring DKK 274.50 per B Share
to the back account indicated in the documents submitted by the Company
following submission of the application form, or by participating in the Savings Scheme, or by paying with proceeds from Bond Scheme. Cash payment
must be received by the specified account no later than on 8 May 2013.
The results of the Offer will be published on the Company's website
(www.cowiholding.com and/or www.cowi.com) no later than on 20 May
2013.
After the expiry of the Subscription Period the investors will receive a statement of the number of Offered Shares allotted and the corresponding value of
such Shares.
Pricing
The offer price for the Offered Shares has been fixed by the Board of Directors at DKK 274.50 per share amount of nominally DKK 100. The offer price
corresponds to the Company’s net asset worth (equity) in connection with the
Company’s nominal share capital at 31 December 2012.
Expenses of the Offer
Below is a specification of the expected gross expenses for the Company:
Estimated expenses
Fees for accountants and lawyers
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DKK
0.3 million
Dilution
This is a subscription at the intrinsic value and therefore the Company’s current shareholders will not be economically diluted.
Immediately prior to the Offer, COWIfonden owns 81 per cent of the total
share capital and 97 per cent of the voting rights in the Company. If all Offered Shares are subscribed for in the Offer, COWIfonden will, after completion of the Offer, own 77 per cent of the total share capital in the
Company, corresponding to 96 per cent of the votes.
The Board of Directors:
_________________________
Henrik Gürtler
_________________________
Michael Bindseil
_________________________
Jørgen V. L. Bardenfleth
_________________________
Kirsti Engebretsen Larssen
_________________________
Thomas Plenborg
_________________________
Hans Ole Voigt
_________________________
Jens Brendstrup
_________________________
Niels Fog
_________________________
Jens Erik Blumensaadt Jensen
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