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Page 1 ABG Sundal Collier Creating the New Pan-Nordic Investment Bank
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Page 2 Askia Invest Sundal Collier & Co The Merger ABG and Sundal Collier merge with Askia to create a stock listed ABG Sundal Collier
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Page 3 Revised Structure - Merger with Askia After the divestiture of Bassøe Shipbrokers, Askia’s main assets are its interests in ABG Revised structure provides direct ownership for Askia shareholders Increased capital base, with approx. NOK 400 mill. in equity net of goodwill Increased visibility of values through a direct stock listing of the operating entity Logical further step that protects and enhances shareholder value for all three ownership groups
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Page 4 Merger Terms and Mechanics A simultaneous merger between three parties (Askia, ABG Securities and Sundal Collier Holding) with Askia as the surviving entity, after de-merger of certain financial assets out of Sundal Collier Holding Ownership of ABG Sundal Collier Sundal Collier shareholders56.85% Askia shareholders23.00% ABG shareholders (excl. Askia)20.15% Irrevocable commitment from more than 2/3 of shareholders in all three companies The parties will seek to establish a syndicate to guarantee the acquisition of up to 24 million Askia shares at NOK 2.50 each Each Askia shareholder may tender a minimum of 5,000 shares and otherwise up to 40% of his/her holding
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Page 5 Transaction Rationale Establish a leading independent pan-Nordic investment bank Create critical mass for profitable niché operations internationally Combine a world-class system with strong entrepreneurship into a unique partnership culture Build sustainable value for the partnership and equity holders Listing of the combined company to increase financial capacity and expand strategic flexibility
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Page 6 ABG Sundal Collier – Key Facts Pro forma revenues 2000 in excess of NOK 800 mill. Pro forma equity 2000 in excess of NOK 400 mill. 170 staff 34 research analysts 56 sales and trading professionals 25 corporate finance professionals Nordic focus with coverage of more than 135 key companies Core offices in Oslo, Stockholm, London and New York Listed firm, controlled by its key people
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Page 7 Complementary Strengths and Coverage Corporate Finance Research Equity Sales and Trading Sundal Collier & Co Capital Base
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Page 8 ABG – Key Facts Research-driven investment bank focused on Nordic securities Established in July 1997 Annual revenue growth of 71% per year 1998 - 2000 International client base located in the US, UK, Continental Europe as well as local Nordic markets Member of the Oslo, Stockholm, Helsinki and Copenhagen Stock Exchanges Major offices in Stockholm, Oslo, London and New York 110 employees, of which 69 are front-office professionals Some 70% of the company owned by partners
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Page 9 ABG – Recognition for Research Institutional Investor (2001) Overall ranking no. 3 for coverage of Nordic companies - 3rd year of increased ranking Reuters’ Survey (2000) Ranked best of the Nordic boutiques (4th among all institutions) on Swedish research by both fund managers and listed companies Ranked no. 3 by investment managers on Norwegian equities Finanstidningen (2000) Ranked no. 5 overall in Sweden 19 senior research staff with a median of 10 years of industry experience
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Page 10 Sundal Collier – Key Facts Leading independent Norwegian investment bank Established in 1984 Headquartered in Oslo, with branch offices in Bergen and Tønsberg 60 employees, of which 46 are front-office professionals Consistently ranked among top 3 investment banks in Norway Premier corporate finance franchise Strong track record of growth and profitability Entrepreneurial, results-driven corporate culture
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Page 11 Sundal Collier – Leading Norwegian Investment bank Securities sales Tier 1 position in Norwegian equities Strong institutional coverage and a strong position in the HNWI market 22 professionals Corporate finance Transaction value last five years in excess of NOK 225 billion Unique track record through 15 years of leadership Particularly strong position within M&A and cross-border transactions 18 professionals Research Coverage of 100% of OBX, 91% of TOTX as well as selected Swedish and Finnish companies Ranked overall top 3 in Norway (Prospera, Kapital and Finanskanalen) 6 professionals
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Page 12 LocationNo of staff Oslo/Norway90 Stockholm36 London30 New York14 Zurich2 Footprint
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Page 13 Composition of Revenues (2000) GeographyBusiness Units
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Page 14 Pro Forma Financial Figures (Preliminary) 1 Income Statement 2 Balance Sheet 1 Preliminary and unaudited figures 2 Based on ABG and Sundal Collier operations only
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Page 15 Board and Management Jan Petter Collier (50) - Chairman David Feinburg (49) - Vice Chairman Henning Øglænd Alfred Ydstebø 3 additional from Sundal Collier 2 additional from ABG 1 additional from Askia Ronald Gould (52) - CEO Judy Bollinger (45) - Deputy CEO Per-Ove Breivold (36) - COO David Feinburg (49) - Head of Sales Mats Kummelstedt (35) - Head of Research Arild Engh (37) - Head of Corporate Finance Board of DirectorsKey Management
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Page 16 Shareholders
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Page 17 Timeline Heads of Agreement14 May Announcement of transaction14 May Board approval of merger planUltimo May General Meetings to approve merger planUltimo June Completion of transactionOctober
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Page 18 ABG / Askia + Sundal Collier: synergistic merger of equals Better positioned to serve our clients Strong fundament for continued growth Contestant for the Nordic premier league Summary
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