2.5. M´ etodos basados en Estad´ıstica y Aprendizaje Autom´ atico
2.5.2. Caracter´ısticas a extraer de los Conjuntos de Textos
15.1 Material contracts
Neither EDB ErgoGroup nor any of the companies in the Combined Group have entered into any material contracts outside the ordinary course of business during the last two years.
15.2 Related party transactions 15.2.1 General
Prior to completion of the Combination, the Company was part of the Telenor group (owning 51.3% of the Shares) and ErgoGroup was a wholly-owned subsidiary of Posten. The companies’ financial statements were part of the consolidated financial statements of Telenor and Posten, respectively.
As a result of these relations, the Company and ErgoGroup were parties to agreements concerning sale of services to a number of companies in their respective groups of companies. All such transactions are carried out on normal arm’s length commercial terms. There have not been given any guarantees related to sales with any of the companies in the Telenor group or in the Posten group.
15.2.2 Related party transactions for the Company from the period from 2007 and to the date of the Prospectus
In 2010, Telenor entered into an agreement with the Company to purchase IT operating services with an estimated gross revenue of NOK 2.1 billion for the period 1 May 2010 to 31 December 2015. The services supplied through this contract relate to Telenor's activities in Norway. In the period from 1 January 2010 up until the date of this Prospectus, total revenue from sales to companies in the Telenor group amounted to NOK 460 million. The Company and subsidiaries purchased goods and services from the Telenor group in 2009 totalling NOK 137 million.
In 2009, total revenue from sales to companies in the Telenor group amounted to NOK 594.8 million. The Company and subsidiaries purchased goods and services from the Telenor group in 2009 totalling NOK 193.6 million.
In 2008, total revenue from sales to companies in the Telenor group amounted to NOK 613.5 million. The Company and subsidiaries purchased goods and services from the Telenor group in 2008 totalling NOK 219.2 million.
In 2007, total revenue from sales to companies in the Telenor group amounted to NOK 676.1 million. The Company and subsidiaries purchased goods and services from the Telenor group in 2007 totalling NOK 215.8 million.
There has been no provision of losses related to outstanding accounts with Telenor-companies. Telenor Pensjonskasse manages the Company’s benefit plan assets.
15.2.3 Related party transactions for ErgoGroup from the period from 2007 and to the date of the Prospectus
Services acquired by different companies in the Posten group from ErgoGroup, comprise operation of IT systems, consultants and other IT-services, while ErgoGroup mainly acquires transportation services and stamps.
Up to 14 October 2010, total revenue from sales to companies in the Posten group amounted to NOK 514.9 million. ErgoGroup standalone and subsidiaries purchased goods and services from the Posten group in the same period amounting to NOK 13.1 million.
In 2009, total revenue from sales to companies in the Posten group amounted to NOK 692.50 million. The company and subsidiaries purchased goods and services from the Posten group in 2009 totalling NOK 32.5 million.
In 2008, total revenue from sales to companies in the Posten group amounted to NOK 954 million. The company and subsidiaries purchased goods and services from the Posten group in 2008 totalling NOK 19.9 million.
In 2007, total revenue from sales to companies in the Posten group amounted to NOK 843.30 million. The company and subsidiaries purchased goods and services from the Posten group in 2007 totalling NOK 14.5 million.
15.3 Disputes
15.3.1 Pending dispute with the Oslo Municipality
In February 2009, the Company cancelled a contract with the Oslo Municipality for the supply of applications operating services because of disagreement between the parties on commercial matters. Based on both internal and external evaluations, the Company believes that it has a valid claim for remuneration in respect of the services supplied that are the subject of disagreement between the parties. Legal proceedings are scheduled for September/October 2010.
15.3.2 Threatened legal proceedings regarding termination of defined benefit pension scheme
The Company’s defined benefit pension schemes in Norway were closed with effect from 31 December 2006. In replacement, the Company made arrangements with the insurance company Vital for a defined contribution pension scheme. Existing employees were free to choose whether to move to the new scheme. New employees appointed after 31 December 2006 are members of the defined contribution scheme. The Board of the Company resolved with effect from 1 September 2009 to terminate the defined benefit pension schemes operated for part of the Norwegian activities, with the transfer of the remaining members to the already existing defined contribution pension scheme arranged through Vital. A number of employees and trade unions have challenged whether the Company had the right to unilaterally decide to make changes to the pension arrangements, and the Company has recently received a complaint to appear before the Conciliation Board (Forliksrådet). 15.3.3 Legal proceedings regarding CMA
On 22 July 2010, ErgoGroup received a judgment for payment of approximately NOK 12 million for leasing fees in the third and fourth quarter of 2009. The Company is considering an appeal of the judgment.
Other than this, the Company is not aware of any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) in the 12 months prior to the date of this Prospectus, which may have, or have had in the recent past, significant effects on the Company’s and/or Combined Group financial position or profitability.
15.4 Auditor and advisers
The Company’s statutory auditor is Ernst & Young AS.
SEB Enskilda AS has acted as the Company’s financial advisor and Advokatfirmaet Thommessen AS has acted as the Company’s legal adviser to the Company in connection with the Combination and the Listing.
15.5 Expenses
Costs attributable to the listing of the New Shares will be borne by the Company. The total costs attributable to the Combination, including listing of the New Shares, are expected to amount to approximately NOK 25 million.
15.6 Statement regarding expert opinions This Prospectus does not refer to any expert opinions.
15.7 Incorporation by reference
Oslo Børs’ “Continuing Obligations for Listed Companies” allow the Company to “incorporate by reference” information in this Prospectus that has been previously filed with Oslo Børs in other documents.
The Company hereby incorporates the following documents by reference into this Prospectus:
• its interim report for the six months ended 30 June 2010, available at www.edb.com • its annual report for the year ended 31 December 2009, available at www.edb.com • its annual report for the year ended 31 December 2008, available at www.edb.com • its annual report for the year ended 31 December 2007, available at www.edb.com • its information memorandum dated 21 June 2009, available at www.edb.com • ErgoGroup’s annual report for the year ended 31 December 2009, available at
http://hugin.info/194/R/1425842/373969.pdf
• ErgoGroup’s annual report for the year ended 31 December 2008, available at http://hugin.info/194/R/1425842/373969.pdf
• ErgoGroup’s annual report for the year ended 31 December 2007, available at http://hugin.info/194/R/1425842/373969.pdf
The information incorporated by reference into this Prospectus should be read in connection with the cross-reference list below.
All the relevant information can be found on the Company’s webpage www.edb.com.
Section in Prospectus
Disclosure requirements of
the Prospectus Reference document and link
Page (P) in reference document Section 8 and
10 Unaudited interim report Pro forma financial information (Annex II, Section 3.)
EDB – interim report for the six months ended 30 June 2010:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Quarterly-reports/
P 8
Section 8 and
10 Audited historical financial information (Annex I, Section 20.1)
Pro forma financial information (Annex II, Section 3.)
EDB – financial statements 2009:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/
EDB – Director’s report 2009:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/
EDB – financial statements 2008:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/
EDB – Director’s report 2008:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/ P 42 P 31 P 44 P 38 EDB – financial statements 2007:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/
EDB – Director’s report 2007
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/
P 34
P 28 Section 8 and
10 Audited historical financial information (Annex I, Section 20.1)
Pro forma financial information (Annex II, Section 3.)
ErgoGroup – financial statements 2009: http://hugin.info/194/R/1425842/373969.pdf ErgoGroup – Director’s report 2009:
http://hugin.info/194/R/1425842/373969.pdf ErgoGroup – financial statements 2008: http://hugin.info/194/R/1425842/373969.pdf ErgoGroup – Director’s report 2008:
http://hugin.info/194/R/1425842/373969.pdf
P 16 P 12 P 16
P 12 ErgoGroup – financial statements 2007:
http://hugin.info/194/R/1425842/373969.pdf ErgoGroup – Director’s report 2007:
http://hugin.info/194/R/1425842/373969.pdf
P 56 P 52
Section in Prospectus
Disclosure requirements of
the Prospectus Reference document and link
Page (P) in reference document Section 8.9 Audit report (Annex
I, Section 20.4.1) EDB – Auditor’s report 2009:
http://www.edb.com/en/Corporate/Investor/Reports-
and-presentations/Annual-reports/ P 93
EDB – Auditor’s report 2008:
http://www.edb.com/en/Corporate/Investor/Reports-
and-presentations/Annual-reports/ P 85
EDB – Auditor’s report 2007:
http://www.edb.com/en/Corporate/Investor/Reports- and-presentations/Annual-reports/
P 73
Section 8.9 Audit report (Annex
I, Section 20.4.1) ErgoGroup – Auditor’s report 2009:
http://hugin.info/194/R/1425842/373969.pdf P 44 ErgoGroup – Auditor’s report 2008:
http://hugin.info/194/R/1425842/373969.pdf P 43 ErgoGroup – Auditor’s report 2007:
http://hugin.info/194/R/1425842/373969.pdf
P 84 Section 8.2 Accounting policies
(Annex I, Section 20.1)
EDB – Accounting principles (annual report 2009): http://www.edb.com/en/Corporate/Investor/Reports-
and-presentations/Annual-reports/ P 48
15.8 Documents on display
Copies of the following documents will be available for inspection at EDB ErgoGroup’s registered office during normal business hours on Monday to Friday each week (except for public holidays) for a period 12 months from the date of this Prospectus:
• the Memorandum of Incorporation and the Articles of Association;
• the audited financial statements of the Company for the years ended 31 December 2009, 2008, 2007;
• the unaudited financial statements of the Company for the six months and three months ended 30 June 2010;
• the audited financial statements of ErgoGroup for the years ended 31 December 2009, 2008, 2007;
• the unaudited financial statements of ErgoGroup for the six months and three months ended 30 June 2010;
• the audited financial statements of the Company’s subsidiaries for the years ended 31 December 2009 and 2008;
•
the International Data Corporation’s “Semi annual Tracker – Nordic” by Nils Molin
dated in January 2010; and
• this Prospectus.
Copies of this Prospectus may also be obtained from SEB Enskilda AS during the same 12 month period.
15.9 Confirmation regarding sources
The information in this Prospectus that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.