Earn-out agreement in connection with the purchase of Flamingo Intervest Ltd.
2012-04-30 08:44:41
In connection with the Share Purchase Agreement for the acquisition of Flamingo Intervest Ltd. from October 2011, the Company entered into an earn-out agreement whereby the sellers of Flamingo Intervest Ltd. could obtain an additional payment of 40 million NIO shares, in the event that the Flamingo Intervest Ltd. group achieved an EBITDA result of more than NOK 25 million according to the Flamingo Group's accounting rules. The Flamingo Group achieved an EBITDA result of DKK 26,6 million for the period 1/1-2011 to 31/12-2011 according to Danish accounting principles, and terms and the conditions for payment of full earn-out are therefore satisfied. Nio's board of directors has decided to issue 40 million new shares to the sellers of Flamingo Intervest Ltd., increasing the number of outstanding shares in Nio from 105,634,309 to 145,634,309. The company expects the Flamingo Group to perform even better in 2012 than in 2011, and the Company maintains its expectations for an EBITDA result according to IFRS of NOK 50 million for the financial year 2012. Following the issue of the earn-out shares; Silva Holdings Limited, a company owned by Dennis Dorf Mikkelsen, board member and primary insider in Nio, will receive 13,600,000 shares and after the transaction, close associates of Dennis Dorf Mikkelsen will hold 28,376,720 shares in Nio. Viva Holdings Limited, a company owned by Thomas Haals Madsen, board member and primary insider in Nio, will receive 13,200,000 shares and after the transaction, close associates of Thomas Haals Madsen will hold 27,510,248 shares in Nio. Contaza Holdings Limited, a company owned by Masih Nikdar, CEO of Flamingo Intervest Ltd and primary insider in Nio, will receive 13,200,000 shares and after the transaction, close associates of Masih Nikdar will hold 27,510,248 shares in Nio. Questions may be addressed to CEO Brian Palm Svaneeng Mertz on telephone no. +45 2390 3300.