Published: 2010-06-23 09:44:12 CEST
Columbus A/S
Prospectus/Announcement of Prospectus
Columbus IT Partner A/S is offering new shares with pre-emptive rights for existing shareholders
Columbus IT Partner A/S (”Columbus IT”) is offering 26,434,873 new shares at
a
price of DKK 1.90 per share with pre-emptive rights for existing
shareholders
of the Company at a ratio of 3:1. The net proceeds of app. DKK
47.9M will be
used partly for investment in focusing of the Company and partly
for
acquisitions. 

Today, the Board of Directors in Columbus IT decided to
exercise its
authorization to increase the share capital of the Company. Thus,
Columbus IT
is today publishing a prospectus in connection with the capital
increase with
pre-emptive rights for existing shareholders of the Company
(”the Offering”). 

The Offering comprises 26,434,873 new shares with a
nominal value of DKK 1.25
with pre-emptive rights for existing shareholders.


The shares are offered at a ratio of 3:1 (which means that shareholders
will be
allocated one (1) pre-emptive right for each existing share, and three
(3)
pre-emptive rights entitle shareholders to subscribe for one (1) new
share).
The subscription price is fixed at DKK 1.90 per share. In total the
Offering
comprises DKK 33,043,591.25 (nom.), corresponding to 26,434,873 new
shares of
DKK 1.25 (nom.) per share. 

The purpose of the capital increase
is to strengthen Columbus IT Partner A/S's
capital base, partly to be able to
invest in focusing of the Company on
development and implementation of a few
verticals and partly to ensure
available funds for acquisitions. 

If the
Offering is implemented gross proceeds will amount to DKK 50.2M and
net
proceeds to app. DKK 47.9M after deduction of costs. The Offering is
100%
guaranteed by Consolidated Holdings A/S. 

Reason for the Offering
In
the market for ERP solutions there is an increasing demand for
industry
solutions which correspond to the unique requirements of the
individual
industries. 

In the future, the Company has therefore decided to
focus on development and
implementation of selected standard solutions based
on Microsoft Dynamics and
wishes to expand within these solutions. 

The
Group will focus on the industry specific solutions (”Verticals”),
within
which the Group already possesses industry knowledge and
experience-based “best
practice” processes. With the acquisition of
To-Increase, the Group obtained
the possibility to gather and intensify the
development actions for the
verticals. 

Now, the Group will initiate a
change of the organization to a business which
obtains results through global
execution of well-defined industry solutions
with: 

•	a documented
concept
•	limited need for education and controlling 
•	focus on customers'
return on net assets in relation with the implementation. 

Furthermore, this
will lead to a higher rate of utilization of consultants,
which will
consequently improve the earnings capacity of the Group. The
organizational
change will, however, require investments in supplementary
training, internal
processes and development of industry solutions, etc. 

Against this
background the Group wishes to strengthen its equity base, partly
to be able
to carry out the necessary investments, and partly to ensure the
necessary
financial flexibility to be able to utilize the strategic
development
possibilities which may occur, through constant liquidity
resources for company
acquisitions or start-up of new subsidiaries. 

Use of
proceeds
When the Offering is implemented net proceeds after deduction of
estimated
costs related to the Offering will amount to DKK 47.9M, as the
underwriting
agreement guarantees 100% subscription of the Offering. 

The
proceeds from the Offering will improve the capital base of the Company
and,
together with the expected cash flow from operations, be spent on the
planned
investments in the organizational change, development of verticals
and
investments in growth. Company acquisitions or establish¬ment of
new
subsidiaries are expected to constitute app. half of the proceeds.


Underwriting agreement and underwriting commitment
On 17 June 2010, an
underwriting agreement with Consolidated Holdings A/S (the
largest shareholder
of the company) was made subject to certain conditions of
up to 100% of any
new shares not subscribed for at the subscription price when
the subscription
period closes. 

Before the Offering, Consolidated Holdings A/S owns
26,976,166 shares in
Columbus IT, corresponding to 34.02%, and Consolidated
Holdings A/S has
provided underwriting commitments for subscription of its
shareholding. 

Terms and conditions 
The Offering
Up to DKK 33,043,591.25
(nom.) new shares, corresponding to 26,434,873 shares
of DKK 1.25 (nom.) will
be offered with pre-emptive rights for existing
shareholders of the company.
The shareholders of the company are allocated
pre-emptive rights to the
offered shares at the ratio 3:1. Thus, shareholders
will be allocated one (1)
pre-emptive right for each existing share of DKK 1.25
(nom.), and three (3)
pre-emptive rights entitle the holder to subscribe for
one (1) offered share
of DKK 1.25 (nom). Pre-emptive rights will be allocated
to shareholders of
Columbus IT who are registered with VP Securities A/S on 30
June 2010 at 12.30
CET. 

Offer price
The shares are offered at a price of DKK 1.90 per share
of DKK 1.25, free of
brokerage. 

Pre-emptive rights
On 30 June 2010 at
12.30 CET each shareholder registered in VP as shareholder
in the company will
be allocated one (1) pre-emptive right for each existing
share.


Subscription ratio
The new shares will be offered at a ratio of
3:1.

Subscription period
The subscription period for the offered shares
commences on 1 July 2010 at 9.00
CET and closes on 14 July 2010 at 17.00 CET.


The offered shares will be registered with the Danish Commerce and
Companies
Agency after implementation of the Offering, which is anticipated on
21 July
2010. The offered shares will be issued and registered under a
temporary ISIN
code and application for approval for trading and official
listing on NASDAQ
OMX Copenhagen A/S from 22 July 2010 at 9.00 CET has been
submitted. 

Lead Manager
The rights issue has been prepared and executed by
ATRIUM Corporate Finance as
financial advisor for Columbus IT Partner A/S.


Expected timetable for implementation of the Offering
Publication of
prospectus 	23 June 2010
Last trading day for existing shares including
pre-emptive rights	25 June 2010
	at 17:00 
First trading day for shares
excluding pre-emptive rights	28 June 2010 	at 09:00
Trading and official
listing of the pre-emptive rights	28 June 2010 	at 09:00
Trading period for
pre-emptive rights commences	28 June 2010 	at 09:00
Allotment of pre-emptive
rights	30 June 2010 	at 12:30
Opening of subscription period for offered
shares	1 July 2010 	at 09:00
Closing of trading period for pre-emptive
rights	9 July 2010 	at 17:00
Closing of subscription period for offered
shares	14 July 2010 	at 17:00
Expected implementation and publication of the
Offering	20 July 2010
Expected registration of offered shares	21 July
2010
Expected official listing and trading of the new shares	22 July
2010

Prospectus
The prospectus will be available in Danish only and will be
distributed
electronically to registered shareholders of the company who have
provided the
company with a valid e-mail address. 

Besides, requests for
copies of the prospectus may be addressed to:
Columbus IT 
Lautrupvang 6

DK-2750 Ballerup
Denmark
Telephone: (+45) 70 20 50 00
E-mail:
cgr@dk.columbusit.com

The prospectus will also be available at the company's
website,
www.columbusit.com. The contents of the website do not form part of
the
prospectus. 

Limitations for the Offering
This announcement does not
constitute, or form part of, an offer or any
solicitation of an 
offer, for
securities.

This announcement does not constitute an invitation to invest in
Columbus IT.
This announcement only comprises an extract of the information
contained in the
prospectus. Subscription of shares must be based on the
published prospectus.
The announcement includes forward-looking statements on
the strategy, growth,
activities, operating profit, financial position and
financial expectations,
etc, of the Group. These statements are subject to
known and unknown risks and
uncertainties. The actual development of the Group
may therefore vary
substantially from the mentioned or understood
forward-looking statements. The
factors that may cause such variations are
described in the section “Risk
factors” in the prospectus. 

No money,
securities or other consideration is being solicited, and, if sent in
response
to the 
information contained herein, will not be accepted.

This
announcement, or copies of this announcement, may neither directly
nor
indirectly be carried or forwarded to, downloaded or distributed in the
United
States, Canada, Australia, Japan or any other jurisdiction, where
such
forwarding or distribution is illegal. Non-¬compliance with this
limitation may
be a violation of U.S., Canadian, Australian or Japanese
securities
legislation, or securities legislation in other countries. This
announcement
does not constitute an offer to sell securities in the United
States, Canada,
Australia or Japan. Securities mentioned in this announcement
have not been and
will not be registered under the U.S. Securities Act of 1933
as amended, and
they may not be offered or sold in the U.S. without
registration or in
compliance with an exemption to, or in a transaction that
is not subject to
registration in accordance with the U.S. Securities Act.





Ib Kunøe				Claus E. Hansen
Chairman of the Board		Chief Executive
Officer
Columbus IT Partner A/S		Columbus IT Partner A/S



Contact for
further details:
Claus E. Hansen, CEO T: (+45) 70 20 50 00.


Translation:
In the event of any inconsistency between this document and the
Danish
language version, the Danish language version shall be the
governing
version.
 


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