Prospect Liinos

Transcription

Prospect Liinos

Omslag
04.01.02
19:02
Side 1
OFFER DOCUMENT
4 January 2002
VISMA ASA’s
Public Tender Offer to acquire Shares in
LIINOS PLC.
The Offeror:
Visma ASA
Biskop Gunnerusgt. 6
P.O.Box 774, Sentrum
0106 Oslo, Norway
Tel. +47 23 15 80 00
Fax. +47 23 15 81 58
Financial adviser to Visma ASA in connection
with the Tender Offer:
ABG Sundal Collier Norge ASA
Munkedamsveien 45 D
P.O. Box 1444 Vika
0115 Oslo, Norway
Visma ASA (the ”Offeror” or “Visma”) hereby offers to acquire (the ”Tender Offer”) all of the issued and
outstanding shares in Liinos Plc (”Liinos” and together with its subsidiaries, the “Liinos Group”) (the ”Shares”
and each of them separately, a “Share”).
The consideration offered for each Share is 0.289 new shares (the “Offer Shares” and each of them separately a
“Offer Share”) in the Offeror (the “Exchange Consideration”) or, alternatively, a cash consideration of EUR 2.50
for up to a maximum of 1,200 Shares (the ”Cash Consideration”). Insofar as the number of Offer Shares to be
given as Exchange Consideration to a shareholder in Liinos is not a whole number, the shareholder shall be
compensated in cash for the amount exceeding a whole number (see Chapter 2 “Terms and Conditions of the
Tender Offer”).
The Exchange Consideration represents a premium of approximately 38 per cent to the average trading price
weighted by trade volumes paid for the Shares on the NM-list of the Helsinki Securities and Derivatives
Exchange, Clearing House Ltd. (the “Helsinki Exchanges”) during 7 November 2001 - 7 December 2001
calculated on the basis of the average trading price weighted by trade volumes paid for the shares in Visma on
the Main List of the Oslo Exchanges during 7 November 2001 - 7 December 2001. The Cash Consideration
represents a premium of approximately 40 per cent to the average trading price weighted by trade volumes paid
for the Shares on the NM-list of the Helsinki Exchanges during 7 November 2001 - 7 December 2001.
Tel. +47 22 01 60 00
Fax. +47 22 01 61 10
The offer period of the Tender Offer (the “Offer Period”) commences on 7 January 2002 at 9:00 a.m. (Finnish
time) and expires on 21 January 2002 at 5:00 p.m. (Finnish time). The completion of the Tender Offer is subject
to fulfillment of certain conditions as presented in Section 2.3 (“Terms and Conditions - Conditions Precedent to
the Completion of the Tender Offer”).
Finnish financial adviser to Visma ASA in connection
Visma and shareholders in Liinos representing approximately fifty (50) per cent of the shares and votes in Liinos
(the “Major Shareholders”) have on 9 December 2001 entered into a share exchange agreement (the “Share
Exchange Agreement”) under which the Major Shareholders have unconditionally and irrevocably approved the
Tender Offer and accepted the Exchange Consideration.
Svenska Handelsbanken AB (publ), Helsinki branch
Eteläranta 8
P.O. Box 315
00130 Helsinki, Finland
Tel. +358 10 444 11
Fax. +358 10 444 2957
The information on this front page should be read in conjunction with, and is qualified in its entirety by, the more
detailed information in this Offer Document, including Chapter 2 “Terms and Conditions of the Tender Offer”.
The Board of Directors of Liinos has on 21 December 2001 unanimously given a recommendation to the
shareholders in Liinos (the “Shareholders” and each of them separately a “Shareholder”) to accept the Tender
Offer.
See “Investment Considerations” for a discussion of certain factors that should be considered by
prospective investors.
Handelsbanken Securities
Manager
www.kursiv.no
Finnish adviser
IMPORTANT INFORMATION
Information on the Offer Document
This offer document (the ”Offer Document”) has been prepared in accordance with Finnish law, including the Securities
Market Act (495/1989, as amended) and the rules and regulations of the Finnish Financial Supervision. This Offer
Document and the Tender Offer shall be governed by Finnish law and any disputes related hereto shall be exclusively
settled by Finnish courts.
This Offer Document is available in Finnish and English. In the event of any discrepancy between the two language
versions of the Offer Document, the Finnish language version shall prevail.
The Finnish Financial Supervision has approved the Finnish language version of this Offer Document but is not
responsible for the accuracy of the information presented in this Offer Document. The decision number of such
approval is 16/273/2001 and the decision number of the exemption relating to the content this Offer Document is
15/273/2001.
This Offer Document will be available from 7 January 2002 onwards at HEX Gate, Fabianinkatu 14, 00130 Helsinki,
Finland and will be sent to each Shareholder of Liinos whose address was known to the company on 2 January 2002.
All financial and other information presented in this Offer Document concerning Liinos and the Liinos Group has been
extracted from, and has been provided exclusively based upon the financial statement of Liinos for the financial year
ended 31 December 2000, the interim report for the nine-month-period that expired on 30 September 2001, entries in
the Finnish Trade Register, the shareholders’ register of Liinos dated 21 December 2001 and other information publicly
available. Consequently, the Offeror does not accept responsibility for such information, except for the correct
restatement of such information herein.
Liinos has in its stock exchange announcement dated 21 December 2001 stated that it will release advance information
on Liinos Group’s financial statements on 10 January 2002. This Offer Document will be complemented with such
information so that the relevant information will be available to Liinos’ Shareholders from 11 January 2002 onwards at
HEX Gate, Fabianinkatu 14, 00130 Helsinki, Finland.
Restrictions on the Delivery of the Offering Circular
The Offer Shares to be issued and delivered by Visma pursuant to the Tender Offer have not, and will not be, registered
under the U.S. Securities Act of 1933 or with any securities regulatory authority of any state. For U.S. legal reasons,
this Offer Document may not be provided to person in the United States.
This Offer Document must not be passed on to any person in the United Kingdom unless that person is of a kind
described in the Order (as amended in 1996) issued pursuant to Article 11 (3) of the Financial Services Act 1986
(Investment Advertisements) (Exceptions), or is a person to whom the document may be otherwise lawfully be issued
or passed on.
This Offer Document must furthermore not be passed on in Canada, Australia and Japan or in any other jurisdiction
where this would violate the applicable laws.
Timetable
The following timetable sets forth certain key dates relating to the Tender Offer:
•
•
•
•
•
9 December 2001
10 December 2001
7 January 2002
11 January 2002
21 January 2002
• On or about 22 January 2002
• On or about 29 January 2002
Signing of the Share Exchange Agreement.
Announcement of the Tender Offer.
The Offer Period commences.
Extraordinary General Meeting in Visma.
The Offer Period expires unless extended in accordance with the terms and
conditions of the Tender Offer.
Announcement of the result of the Tender Offer, provided that the Offer Period
has not been extended.
Settlement date for the Shares tendered by the Shareholders, provided that the
Tender Offer is completed in accordance with the terms and conditions thereof.
1-2
STATEMENT BY THE BOARD OF DIRECTORS OF THE OFFEROR
Visma bears responsibility for the information contained in this Offer Document. To the best knowledge of the
members of the Board of Directors of Visma, no material information or information that materially would affect the
assessment of the affordability of the Tender Offer set out herein has been omitted from this Offer Document and to the
best knowledge of the Board of Directors of Visma the information contained herein is accurate in all material respects.
All information presented in this Offer Document concerning Liinos and the Liinos Group has been extracted from and
has been provided exclusively based upon information publicly available. Consequently, Visma does not accept
responsibility for such information, except for the correct restatement of such information herein.
In Oslo, 4 January 2002
The Board of Directors of Visma ASA
THE OFFEROR AND THE ADVISERS
The Offeror:
Visma ASA
P.O. Box 774, Sentrum
0106 Oslo
Norway
Financial adviser to Visma ASA in connection with the Tender Offer:
Munkedamsveien 45 D
P.O. Box 1444 Vika
0115 Oslo
Norway
Finnish financial adviser to Visma ASA in connection with the Tender Offer:
Eteläranta 8
P.O. Box 315
00130 Helsinki
Finland
Norwegian legal adviser to Visma ASA in connection with the Tender Offer:
Advokatfirmaet Schjødt AS
Dronning Maudsgt 11
P.O. Box 2444, Solli
0201 Oslo
Norway
Finnish legal adviser to Visma ASA in connection with the Tender Offer:
Roschier Holmberg, Attorneys Ltd.
Keskuskatu 7 A
00100 Helsinki
Finland
1-3
TABLE OF CONTENTS
1.
BACKGROUND AND OBJECTIVES ............................................................................................ 1
1.1
Strategic Objectives....................................................................................................... 1
1.2
Offeror’s Future Plans for Liinos .................................................................................. 1
1.3
Future Position of the Management and Personnel of Liinos........................................ 1
1.4
Offer Consideration and other Share Price Information ................................................ 2
1.5
Financing of the Tender Offer ....................................................................................... 3
1.6
Offeror’s Share Ownership in Liinos ............................................................................ 3
1.7
Liinos’ Share Ownership in the Offeror ........................................................................ 3
1.8
Liinos’ Warrants............................................................................................................ 3
1.9
Redemption under the Securities Market Act and the Companies Act.......................... 3
1.10 De-listing of Liinos ....................................................................................................... 3
2.
TERMS AND CONDITIONS OF THE TENDER OFFER........................................................... 4
2.1
Object of the Tender Offer ............................................................................................ 4
2.2
Consideration ................................................................................................................ 4
2.3
Conditions Precedent to the Completion of the Tender Offer ....................................... 4
2.4
Offer Period................................................................................................................... 5
2.5
Acceptance Procedure of the Tender Offer ................................................................... 5
2.6
Announcement of the Result of the Tender Offer ......................................................... 6
2.7
Payment Terms and Settlement ..................................................................................... 6
2.8
Transfer of Ownership................................................................................................... 7
2.9
Asset Transfer Tax and other Payments ........................................................................ 7
2.10 Offer Shares................................................................................................................... 7
2.11 Listing of the Offer Shares on the Oslo Exchanges....................................................... 8
2.12 Other Issues ................................................................................................................... 8
3.
TAXATION........................................................................................................................................ 9
3.1
General .......................................................................................................................... 9
3.2
Acceptance of the Tender Offer .................................................................................... 9
3.3
Asset Transfer Tax ...................................................................................................... 10
3.4
Taxation of Dividends Paid by Visma......................................................................... 10
3.5
Net Wealth Taxation ................................................................................................... 10
3.6
Norwegian Taxation Issues ......................................................................................... 10
4.
PRESENTATION OF THE OFFEROR ....................................................................................... 12
4.1
General Description of the Offeror and its Group ....................................................... 12
4.2
Management and Auditors .......................................................................................... 16
4.3
Restated Financial Statements ..................................................................................... 18
4.4
Shares and Share Capital ............................................................................................. 22
4.5
Ownership Structure.................................................................................................... 24
4.6
Shareholder Rights ...................................................................................................... 24
4.7
Obligations Due to Listing of Visma on the Oslo Exchanges ..................................... 25
4.8
Trading Arrangements................................................................................................. 26
4.9
Legal Proceedings ....................................................................................................... 26
5.
PRESENTATION OF LIINOS ...................................................................................................... 27
5.1
Liinos in Brief ............................................................................................................. 27
5.2
Objectives and Strategy............................................................................................... 27
5.3
Key Figures for Liinos Group ..................................................................................... 28
5.4
Share Capital and Ownership Structure....................................................................... 28
5.5
Share Price Development ............................................................................................ 29
5.6
Shareholders’ Agreements and other Agreements related to the use of Voting Rights30
5.7
Management and Auditors .......................................................................................... 30
5.8
Financial Information .................................................................................................. 31
5.9
Articles of Association ................................................................................................ 31
6.
INVESTMENT CONSIDERATIONS ........................................................................................... 32
6.1
Transaction Structure .................................................................................................. 32
1-4
6.2
6.3
Risk Related to the Tender Offer................................................................................. 32
Business Risks............................................................................................................. 33
ANNEX A: AUDITOR’S STATEMENT ON THE RESTATED FIGURES...................................... 34
ANNEX B: ACCOUNTING DIFFERENCES....................................................................................... 35
ANNEX C: HISTORIC FINANCIAL INFORMATION OF VISMA................................................. 36
ANNEX D: FINANCIAL INFORMATION OF LIINOS..................................................................... 75
ANNEX E: ARTICLES OF ASSOCIATION OF LIINOS .................................................................. 99
1-5
1. BACKGROUND AND OBJECTIVES
1.1
Strategic Objectives
Visma is a Nordic stock-listed business software solutions and financial services provider.
Visma’s aim is to become the leading Nordic supplier of its kind and a major player within the European market for
accounting services. Visma will realize its overall strategy and growth ambitions through acquisitions and other
structural actions.
Visma is a player in Norway, Sweden, Denmark and UK within ERP-software to the small to medium sized
enterprises (“SME”) and in Norway and Sweden within outsourcing of accounting, financial and related services.
Visma has until now not had operations in Finland. Liinos represents an unique entry to the Finnish market, which is
important in order to build a leading Pan-Nordic position.
1.2
Offeror’s Future Plans for Liinos
The Offeror is committed to maintaining Liinos’ position in the Finnish software market and will support
investments in future development and growth both in Finland and internationally. The market expansion will be
possible through Liinos’ strong organization and wide range of competences gathered through more than 20 years of
experience. Visma will work together with Liinos to develop a joint business plan describing the steps for the
combined business in terms of local and international market expansion, technology, products and organization.
Nordic expansion for Liinos
It is Visma’s intention that within Visma Group, Liinos will become a Nordic center of competences responsible for
development and marketing of Liinos’ vertical systems and services. In the short to medium term, the aim is to offer
the vertical solutions for industry, contracting, property management, power plants and wholesale in the other
Nordic countries.
Finnish market expansion for Liinos
The Liinos organization will form the basis of an extensive market expansion within the ERP sector in Finland.
Visma will introduce the Visma Business software towards targeted market segments in Finland, and Liinos will be
responsible for the adaptation of Visma Business to Finnish requirements. Furthermore Liinos will be instrumental
in the roll-out of Visma’s franchise model for accounting practices using Visma Business Software.
The distribution model of Visma is based on indirect distribution, which will be applied also to the Finnish market.
A process to build a suitable distribution network in the Finnish market will thus be initiated.
A new version of Visma Global will be introduced in the Swedish market during the first quarter of 2002. This is a
system targeted to the low-end of the ERP market, but with modern architecture. A Finnish version of Visma Global
will be introduced in the second half of 2002 whereas Liinos will be responsible for the Finnish adaptation,
marketing and distribution.
Development center in Jyväskylä
In the future, Visma intends to develop all its products on one common architecture. The component based software
development both applied by Liinos and Visma opens for decentralized development of application modules. Visma
intends to position Jyväskylä as one of the competence centers within the Visma Group. Together with the Liinos
management, Visma will initiate a process in order to create a long term road map for current and new software
products.
A separate business unit within Liinos, responsible for development of all Visma products for the Finnish market,
will be established in addition to the development team currently responsible for Liinos products.
Visma expects to realize cost and revenue synergies from joint developing forces in the combined company. Going
forward, the development of software solutions on a common platform of SQL database technology and modular
programming will possibly render an effective, streamlined and decentralized R&D function in Visma.
1.3
Future Position of the Management and Personnel of Liinos
The Tender Offer has no immediate effect on Liinos’ employees or management.
1
Pursuant to the Share Exchange Agreement, the Major Shareholders are jointly entitled in the first year after the
completion of the Tender Offer to nominate two (2) out of five (5) members of the Board of Directors of Liinos.
Matti Häll, founder and CEO of Liinos, will continue for a minimum of two (2) years on the Board of Directors of
the Finnish subsidiary company.
1.4
Offer Consideration and other Share Price Information
weighted by trade volumes paid for the Shares on the NM-list of the Helsinki Exchanges during 7 November 2001 –
7 December 2001 and a premium of approximately 16 per cent to the average trading price weighted by trade
volumes during 7 December 2000 – 7 December 2001 calculated on the basis of the average trading price weighted
by trade volumes paid for the shares in Visma during corresponding time periods.1
The Cash Consideration represents a premium of approximately 40 per cent to the average trading price weighted by
trade volumes paid for the Shares on the NM-list of the Helsinki Exchanges during 7 November 2001 – 7 December
2001 and a premium of approximately 29 per cent to the average trading price weighted by trade volumes during 7
December 2000 – 7 December 2001.
Based on the closing price for Visma’s share at the Oslo Exchanges on 7 December 2001, Exchange Consideration
according to the Tender Offer implies a value of EUR 2.86 per Liinos’ Share.
The Exchange Consideration has been determined on the basis of the market values of Visma and Liinos and their
development prior to the announcement of the Tender Offer as well relative values implied by various valuation
methods, future operational prospects, and synergies expected as a result of the combination.
The chart below shows the price development of Liinos’ Share during the past 12 months from the announcement of
the Tender Offer.
3
2,5
Euro
2
1,5
1
0,5
7.
12
21 .20
.1 0 0
2.
2
4. 000
1.
18 200
.1 1
.2
1. 001
2.
15 200
.2 1
.2
1. 001
3.
15 200
.3 1
.
29 200
.3 1
.
12 200
.4 1
.
26 200
.4 1
.2
10 00
.5 1
.
24 200
.5 1
.2
7. 001
6.
21 200
.6 1
.2
5. 0 0 1
7.
19 200
.7 1
.2
2. 0 0 1
8.
16 200
.8 1
.
30 200
.8 1
.2
13 00
.9 1
.
27 200
.9 1
11 .20
.1 01
0
2 5 .2 0
.1 01
0.
8. 200
11 1
22 .20
.1 01
1.
6. 200
12 1
.2
00
1
0
During the past 12 months from the announcement of the Tender Offer the highest share price for Liinos has been
EUR 2.48 and the lowest EUR 1.53. The average trading price weighted by trade volumes during the past 12 months
is EUR 1.94. Except for the contemplated sale and purchase of Shares under the Share Exchange Agreement, the
Offeror has not during the past 12 months from the announcement of the Tender Offer acquired or agreed to acquire
any Shares in Liinos. The price paid for the Shares under the Share Exchange Agreement corresponds to the
Exchange Consideration hereunder.
Shareholders in Liinos to accept the Tender Offer.
1
Based on the exchange ratio 1 euro = 7.98 NOK.
2
Information on Visma’s share price development is presented in Section 4.5 “Presentation of the Offeror – Shares
and Share Capital”.
1.5
Financing of the Tender Offer
The Offeror will finance the Tender Offer with a share issue. The Board of Directors of Visma has convened an
Extraordinary General Meeting of Shareholders to decide on an authorization to the Board of Directors of Visma for
the issuance of the Offer Shares to the Shareholders in Liinos who have accepted the Tender Offer and the Exchange
Consideration. The Extraordinary General Meeting will be held on 11 January 2002. The resolution of the
Shareholders’ Meeting of Visma will be communicated to the Shareholders of Liinos through an announcement at
the Helsinki Exchanges prior to the expiry of the Offer Period.
The Cash Consideration to be paid in the Tender Offer will be financed by Visma’s net cash funds (at the end of
Q3/01, NOK 473 million).
Reference is made to Chapter 4 “Presentation of the Offeror”.
1.6
Offeror’s Share Ownership in Liinos
On the date of this Offer Document the Offeror or its Group companies do not own any Shares or securities entitling
to Shares in Liinos. The Offeror or its Group companies have not except for the contemplated sale and purchase of
Shares under the Share Exchange Agreement traded on the Shares in Liinos during the past 12 months from the
announcement of the Tender Offer.
1.7
Liinos’ Share Ownership in the Offeror
On the date of this Offer Document Liinos does not own any shares or securities entitling to shares in the Offeror.
1.8
Liinos’ Warrants
The Annual General Meeting of Shareholders of Liinos has on 8 March 2000 decided to issue a total of 740,000
warrants (the “2000 Warrants”) to key personnel of the Liinos Group, the members of the Board of Directors of
Liinos and to a wholly-owned subsidiary of Liinos, which can subsequently distribute warrants to the key personnel
within the Liinos Group. The 2000 Warrants entitle to subscription of a maximum of 740,000 Shares in Liinos at a
subscription price of EUR 2.00, as changed by the Extraordinary Shareholders Meeting of Liinos on 28 November
2000. The subscription price shall be reduced, as of the relevant matching day, in the amount of any dividend
distributed after 1 March 2000 but prior to the share subscription. The exercise period commences in sequences on 1
March 2001, 1 March 2002, 1 March 2003 and 1 March 2004 and ends in respect of all 2000 Warrants on 31 March
2006. Pursuant to the terms and conditions of the 2000 Warrants, if prior to the expiry of the exercise period there
arises a situation as provided in Chapter 14, Section 19 of the Finnish Companies Act (734/1978, as amended) and,
accordingly, shareholding of a shareholder exceeds 90 % of all the shares with the effect that the shareholder in
question has a redemption right and obligation against the minority shareholders, the holders of 2000 Warrants shall
be offered a possibility to subscribe for the shares within a time-period specified by the Board of Directors. Visma
and the Holders of 2000 Warrants have, however, subject to the completion of the Tender Offer, entered into an
agreement whereunder the parties have agreed that the 2000 Warrants shall be converted into rights to subscribe for
shares in Visma on similar terms as the 2000 Warrants, adjusted for the exchange ratio between the Shares and the
Offer Shares in Visma in the Tender Offer.
1.9
Redemption under the Securities Market Act and the Companies Act
The Offeror’s objective is to acquire all of the issued and outstanding Shares in Liinos not held by Liinos. The
application of the redemption procedures below is subject to the fulfillment to the satisfaction of the Offeror of the
Conditions Precedent to the Completion of the Tender Offer (see Section 2.3). If the Offeror’s voting power in
Liinos exceeds the threshold of 2/3, the Offeror will make a redemption offer for the remainder of the issued and
outstanding Shares and warrants in Liinos pursuant to Chapter 6, Section 6 of the Securities Market Act. If the
Offeror obtains more than 90 per cent of the issued and outstanding Shares and votes in Liinos not held by Liinos,
the Offeror will initiate a redemption procedure under Chapter 14, Sections 19 – 21 of the Companies Act in order
to acquire title to all of the issued and outstanding Shares in Liinos not held by Liinos.
1.10
De-listing of Liinos
It is the Offeror’s intention that Liinos will apply for de-listing of the Shares from the NM-list of the Helsinki
Exchanges at the latest after the Offeror has legally been entitled to all of the issued and outstanding Shares in
Liinos not held by Liinos.
3
2. TERMS AND CONDITIONS OF THE TENDER OFFER
2.1
Object of the Tender Offer
Shares and Share Capital
Through the Tender Offer, the Offeror offers to acquire all of the issued and outstanding Shares on the terms and
subject to the conditions stated in this Offer Document in respect of which Shares valid acceptances have been
received in accordance with the procedures set forth below.
The registered share capital of Liinos is on the date of this Offer Document EUR 2,498,416.62 consisting of
11,897,222 Shares. The book counter value of the Shares is EUR 0.21. Liinos has one class of shares, registered in
the book-entry system.
Share ownership
The following table provides a breakdown of ownership in Liinos Shares by the Major Shareholders and the other
Shareholders, respectively, calculated pursuant to the shareholder register dated 21 December 2001.
Share capital, EUR
Share capital held by the Major Shareholders
Share capital held by the other shareholders
Total share capital
2.2
1 249 875.06
1 248 541.56
2 498 416.62
Number of shares
5 951 786
5 945 436
11 897 222
Consideration
Shares
The Exchange Consideration for each Share is 0.289 Offer Shares in Visma. If all Shareholders elect to receive the
Exchange Consideration, the number of Offer Shares to be given as Exchange Consideration (including the Offer
Shares to be given to the Major Shareholders pursuant to the Share Exchange Agreement) amounts to 3,438,298
corresponding to approximately 12.6 per cent of the shares and votes in Visma at the date of this Offer Document
and approximately 11.2 per cent of the shares and votes in Visma after the completion of the Tender Offer.
Insofar as the number of Offer Shares to be given as Exchange Consideration to a Shareholder in Liinos is not a
whole number, the Shareholder shall be compensated in cash for the amount exceeding a whole number. All
fractional numbers of Offer Shares will be aggregated and sold, and the proceeds will be distributed to the
Shareholders according to their pro rata part of the fractional shares (see Section 2.7 “Payment Terms and
Settlement”).
All Shareholders will furthermore have the option to receive a Cash Consideration for the Shares tendered in the
Tender Offer up to a maximum of 1,200 Shares. The Cash Consideration for each Share is EUR 2.50.
Shareholders may accept the Tender Offer only in relation to all of their Shares.
Recalculation of the Exchange Consideration and the Cash Consideration
If, on or after the date of this Offer Document, (i) the share capital of Liinos is increased or decreased, (ii) option
rights, warrants or convertible bonds are issued, (iii) dividends or other distributions of Liinos’ funds are effected, or
(iv) any other similar transactions affecting the equity of Liinos are performed, and the record date referred to in
Chapter 3a, Section 10 of the Companies Act or any other effective date of such transactions occurs prior to
settlement pursuant to “Payment Terms and Settlement” below, then the Exchange Consideration and Cash
Consideration shall be adjusted so as to mirror the effect of such transaction on the equity of Liinos and the value of
Shares in Liinos. Additionally, other adjustments may be made to the terms of the Tender Offer, including
withdrawing the Tender Offer, as deemed appropriate by the Offeror.
Right to dividends
The Offer Shares will have right to any dividends as from the financial year 2001.
2.3
Conditions Precedent to the Completion of the Tender Offer
The completion of the Tender Offer shall be subject to the following conditions:
(i)
The aggregate number of Shares and votes that may be acquired by the Offeror through (a) the Share
Exchange Agreement and (b) the unconditional and irrevocable acceptances of the Tender Offer by the
4
Shareholders of Liinos shall represent more than 90 per cent of the total number of Shares and votes in
Liinos on a fully diluted basis, disregarding any Shares and votes held by Liinos;
(ii)
The Extraordinary General Meeting of Visma to be held on 11 January 2002 shall have granted the Board
of Directors of Visma an authorization for the issuance of the Offer Shares in Visma as the Exchange
Consideration to the Shareholders of Liinos;
(iii)
After the date of this Offer Document there has been no change in the issued share capital of Liinos, Liinos
has not agreed to merge or demerge, Liinos has not decided to pay any dividends or other distributions, and
there has been no other change of its corporate structure or any material disposition other than in the
ordinary course of business;
(iv)
The completion of the Tender Offer, as assessed by the Offeror, has not wholly or partially become
financially or otherwise impossible or materially more difficult or less attractive to carry out due to a
change in the relevant legislative environment or an unexpected change in the general financial market
conditions, decision or order by any authority or due to some other equivalent event outside the reasonable
control of the Offeror; and
(v)
Visma shall have completed a limited due diligence investigation of Liinos, and any material issues which
may be revealed by the due diligence investigation shall have been resolved in a manner satisfactory to
Visma.
The Offeror reserves the right to complete the Tender Offer even if all the conditions referred to above have not
been fulfilled as well as to withdraw the Tender Offer if evident that the conditions cannot be fulfilled.
During the period of one (1) year after the expiry of the Offer Period or, if the Offer Period has been extended,
within one (1) year after the expiration of the extended Offer Period, the Offeror undertakes to inform the
Shareholders who have accepted the Tender Offer whether the Offeror has paid or received a higher price for the
Shares than the Exchange Consideration or the Cash Consideration and to pay to such Shareholders the difference
between such higher price and the Exchange Consideration or the Cash Consideration. This commitment becomes
effective only if the Offeror has completed the Tender Offer although condition (i) has not been fulfilled. As a
consequence, the Shareholders who have accepted the Tender Offer may, pursuant to the Securities Market Act, not
withdraw their acceptance of the Tender Offer if the Tender Offer is completed although the condition (i) has not
been fulfilled.
2.4
Offer Period
The Offer Period commences on 7 January 2002 at 9:00 a.m. (Finnish time) and expires on 21 January 2002 at 5:00
p.m. (Finnish time).
The Offeror is entitled (but not obliged) to extend the Offer Period for one or more additional periods by giving
notice thereof no later than the next banking day following the expiration date of the Offer Period or any extended
Offer Period. The Offer Period may be extended by the Offeror to expire on 17 February 2002 at the latest.
If the Offeror decides not to extend the Offer Period, the Offeror shall as soon as possible after the expiration date of
the Offer Period or any extended Offer Period announce the result of the Tender Offer as set forth in Section 2.6.
2.5
Acceptance Procedure of the Tender Offer
The Offeror has engaged ABG Sundal Collier Norge ASA (“ABG Sundal Collier”) and Svenska Handelsbanken AB
(publ), Helsinki branch (“Handelsbanken”) to carry out the Tender Offer and the exchange or the sale and purchase
of any Shares thereunder.
Shares
Each Shareholder directly registered in the shareholders' register of Liinos on 2 January, 2002 will receive a
notification of the Tender Offer. Each such Shareholder will also be sent instructions and the acceptance form
(“Acceptance Form”) either by the account operator managing the book-entry account where the Shares are
registered or by Handelsbanken. A Shareholder whose Shares are registered in the name of a nominee and who
wishes to accept the Tender Offer shall make such acceptance in accordance with the nominee’s instructions.
Pledged Shares may only be tendered with the consent of the relevant pledgee.
Shareholders in Liinos who wish to accept the Tender Offer shall complete, sign and return the Acceptance Form.
The Acceptance Form, duly completed and signed, must be delivered and received by the relevant book-entry
5
account operator or Handelsbanken on or before the expiry of the Offer Period or, if the Offer Period has been
extended, before the expiry of such extended Offer Period. A pre-paid envelope, which may be used if the
Acceptance Form is mailed, will be enclosed with the instructions and the Acceptance Form.
Shareholders having accepted the Tender Offer may not transfer their Shares tendered. A transfer restriction in
respect of the Shares will be registered in the relevant book-entry account after the Shareholder has submitted the
acceptance for the Tender Offer. Shareholders may accept the Tender Offer only in relation to all of their Shares.
By accepting the Tender Offer, the Shareholders authorize Handelsbanken and/or any nominee of Handelsbanken
and/or the account operator managing the Shareholder’s book-entry account to exchange the Liinos’ Shares in the
Shareholders book-entry account to Offer Shares in Visma or, in case the Shareholder has in the Acceptance Form
elected the Cash Consideration, to sell the Shares to the Offeror pursuant to the terms and conditions of the Tender
Offer. The authorization also covers the sale of any fractional shares as provided in Section 2.7 “Payment Terms and
Settlement – Sale of Fractional Offer Shares”. The acceptance of the Tender Offer is unconditional and irrevocable,
also in the event that the Offer Period is extended.
2.6
Announcement of the Result of the Tender Offer
The Offeror will announce the result of the Tender Offer as soon as possible after the expiration of the Offer Period
or, if the Offer Period is extended by the Offeror, as soon as possible after the expiration of the extended Offer
Period.
If the conditions referred to in Section 2.3 “Conditions Precedent to the Completion of the Tender Offer” have not
been fulfilled by the expiration of the Offer Period or, if the Offer Period has been extended, by the expiration of the
extended Offer Period, and the Offeror has not waived such conditions, the announcement shall be made as soon as
possible after the expiration of the Offer Period or, if the Offer Period has been extended, after the expiration of the
extended Offer Period.
If the Offeror withdraws the Tender Offer, the announcement of the withdrawal will be made as soon as possible
after the resolution on such withdrawal has been passed by the Offeror.
2.7
Payment Terms and Settlement
The completion and settlement of the Tender Offer, if any, either by the exchange of the tendered Shares for the
Offer Shares or, in case of the Cash Consideration, by the sale and purchase of the tendered Shares will be executed
no later than seven (7) business days after the expiration of the Offer Period or after the expiration of the extended
Offer Period. The sale and purchase of the Shares will take place on the Helsinki Exchanges if permitted by the rules
of the Helsinki Exchanges.
Settlement by Offer Shares
Shareholders who have accepted the Tender Offer will receive the Exchange Consideration of 0.289 Offer Shares in
Visma for each Share in Liinos. The received Offer Shares will, at the Shareholders’ option, be registered either in a
joint custody maintained by a Custodian Bank operating in Finland (“custody of foreign securities”) or the
Shareholder will be registered as a shareholder of Visma in the share register kept by the Norwegian Central
Securities Depository (Verdipapirsentralen, “VPS”). The exercise of voting right in the shareholders’ meetings of
Visma requires that the Shareholder is registered in the share register of VPS (see Section 4.7 “Offer Shares”).
The Offeror will be responsible for the fees charged for the opening of the custody account for the Offer Shares in a
Custodian Bank operating in Finland. Possible fees charged for the custody or the registration of any subsequent
operations pertaining to the Offer Shares (except for the sale of the Offer Shares by Handelsbanken and ABG
Sundal Collier as set forth below) shall be borne by the relevant Shareholder. If the Shareholder wishes to be
registered as a shareholder of Visma with the VPS, the Shareholder shall be responsible for such registration and
bear the costs pertaining thereto itself.
Sale of the Fractional Offer Shares
Insofar as the number of Offer Shares to be given as Exchange Consideration to a Shareholder in Liinos is not a
whole number, the Shareholder shall be compensated in cash for the amount exceeding a whole number. All
fractional numbers of Offer Shares will be aggregated and sold by Handelsbanken, and the proceeds will be
distributed to the Shareholders according to their pro rata part of the fractional shares. The sale of the fractional
numbers of Offer Shares will be executed within ten (10) banking days after the announcement of the result of the
Tender Offer and the payment of the sales proceeds will be made into the Shareholders’ bank accounts
approximately on the third (3) banking day thereafter.
6
Sale of the Offer Shares
Shareholders who have accepted the Tender Offer may grant Handelsbanken an authorization to sell all or a part of
the Offer Shares to be received by the Shareholders as Exchange Consideration. The Shareholders may grant
Handelsbanken such authorization through the Acceptance Form. The sale of the Offer Shares will be coordinated
by Handelsbanken through an Handelsbanken account, and Handelsbanken will, in cooperation with ABG Sundal
Collier, carry out the sale of the Offer Shares on the Oslo Exchanges at the best available market price within ten
(10) banking days after the announcement of the result of the Tender Offer. An average trading price will be
calculated for the Offer Shares sold based on the authorizations and the sales proceeds will be distributed to the
Shareholders based on the average trading price per Offer Share. The payment of the sales proceeds will be made to
the Shareholders’ bank accounts approximately on the third (3) banking day after the sale of all Offer Shares has
been executed or after the expiry of the ten (10) day period reserved for execution of the sales. The Offeror,
Handelsbanken or ABG Sundal Collier do not give any guarantee as to the average trading price for the Offer
Shares. If all the Offer Shares authorized for sale by Handelsbanken and ABG Sundal Collier cannot reasonably be
sold on the Oslo Exchanges within ten (10) banking days after the announcement of the result of the Tender Offer,
Handelsbanken and ABG Sundal Collier may discontinue the sale of Offer Shares and distribute the obtained sales
proceeds to the Shareholders pro rata based on their Offer Shares placed for sale. Any Offer Shares not sold will be
distributed to the Shareholders pro rata based on their Offer Shares placed for sale and the number of Offer Shares
sold.
No sales commission from the Shareholders will be borne by Handelsbanken or ABG Sundal Collier either with
respect to the sale of the fractional Offer Shares or with respect to the sale of the Offer Shares hereunder.
Settlement by Cash Consideration
The settlement will be effected and payment of the Cash Consideration into the Shareholders’ bank accounts will be
made against the transfer of the Shares to Visma approximately on the third (3) banking day following the execution
of the sale and purchase.
The Offeror reserves the right to postpone the payment of the Cash Consideration or other cash compensation for
technical or other reasons beyond the control of the Offeror.
If the Tender Offer is not completed, the transfer restriction registered on the tendered Shares in the relevant bookentry account will be removed approximately within five (5) banking days following the announcement that the
Tender Offer will not be completed.
2.8
Transfer of Ownership
Title to the Shares tendered by a Shareholder will pass to the Offeror against the delivery of the Exchange
Consideration by registering the Offer Shares in the name of the Shareholder in the custody of foreign securities
maintained by a Custodian Bank in Finland or if the Shareholder has decided to register the holding with VPS, by
registering the Offer Shares in the Shareholder’s book-entry account in VPS or against the payment of the Cash
Consideration by the Offeror to the bank account of the Shareholder.
2.9
Asset Transfer Tax and other Payments
The Offeror will be responsible for any asset transfer tax payable on the sale and purchase of the Shares.
Possible fees charged by book-entry account operators for registering the exchange of the Shares for the Offer
Shares or the sale of Shares as well as fees charged for the opening of the custody for the Offer Shares will be borne
by the Offeror. Possible fees charged for the custody or the registration of any subsequent operations pertaining to
the Offer Shares (except for the sale of the Offer Shares by Handelsbanken and ABG Sundal Collier pursuant to
Section 2.7) shall be borne by the relevant Shareholder. If the Shareholder wishes to be registered as a shareholder
in Visma with the VPS, the Shareholder shall be responsible for such registration and bear the costs pertaining
thereto itself. No commission relating to the sale and purchase of the Shares in connection with the Tender Offer
will be charged from the Shareholders.
2.10
Offer Shares
Each Offer Share will have a nominal value of NOK 5.00. On the date of this Offer Document, the registered share
capital of Visma is NOK 136,487,215 divided upon 27,297,443 shares each of nominal value NOK 5.00.
The Board of Directors of Visma has convened an Extraordinary General Meeting of Shareholders to decide on an
authorization to the Board of Directors of Visma for the issuance of the Offer Shares to the Shareholders of Liinos
who have accepted the Tender Offer. The Extraordinary General Meeting of Shareholders of Visma will be held on
7
11 January 2002. If all the Shareholders elect to receive the Exchange Consideration, the Offer Shares to be given as
Exchange Consideration correspond to a total of approximately 12.6 per cent of the shares and votes in Visma at the
date of this Offer Document and to a total of approximately 11.2 per cent of the shares and votes in Visma after the
completion of the Tender Offer. This includes Offer Shares to be given as Exchange Consideration to the Major
Shareholders pursuant to the Share Exchange Agreement.
The Offer Shares will have right to any dividends as from the financial year 2001.
2.11
Listing of the Offer Shares on the Oslo Exchanges
The shares of Visma are listed on the Main List of the Oslo Exchanges. Offer Shares issued as Exchange
Consideration in the Tender Offer will be listed on the Main List of the Oslo Exchanges as soon as possible after the
completion of the Tender Offer. The Offeror issues stock exchange announcements in the Oslo Exchanges both in
Norwegian and English language. The trading symbol of Visma’s share on the Oslo Exchanges is “VIS”.
2.12
Other Issues
The Board of Directors of the Offeror will decide on all other matters in respect of the Tender Offer.
8
3. TAXATION
The purpose of this summary is to present main features of those Finnish tax consequences that may have an effect
on the Shareholders. The purpose of this summary is not to present an exhaustive summary of the Finnish tax
consequences. The summary is based on the tax laws of Finland as in force on the date of this Offer Document, and
is subject to any changes in the Finnish tax laws or in the interpretation thereof, including changes that could have
a retroactive effect.
The following summary includes a brief description on Norwegian taxation issues that may have an effect on the
Shareholders. Shareholders in all jurisdictions are advised to consult their own tax advisers as to the detailed
Finnish or foreign tax consequences of the disposition of the Shares.
3.1
General
Individuals generally liable for tax in Finland and Finnish legal entities are subject to taxation on their worldwide
income and net wealth. Non-resident persons, i.e. individuals and legal entities who are not generally liable for tax
in Finland, are subject to taxation solely on their Finnish source income and net wealth. Income of a non-resident
derived from and net wealth allocable to a permanent establishment located in Finland is taxed in Finland. However,
a permanent establishment is not deemed to be subject to net wealth tax, if the double taxation convention between
Finland and the country of residence of the foreign company contains an OECD Double Taxation Convention Model
type non-discrimination clause.
The sale of the Shares is a taxable transaction, which realizes capital gain or loss taxation. Consequently, the
exchange of the Shares described in this Offer Document is considered a taxable transaction as the Shares received
as Exchange Consideration are shares in a non-EU resident company. Therefore, the exchange of the Shares will
also result in a taxable capital gain or loss at the date of the transfer of ownership pursuant to Section 2.8. In practice
the Shareholders will receive Offer Shares or a combination of cash and Offer Shares, but shall be liable to pay 29
per cent tax on the total value of potential capital gain (see below in more detail).
3.2
Acceptance of the Tender Offer
Individuals
Any gain or loss arising from the transfer of the Shares other than in the case of Shares belonging to business
activities, is taxable or deductible as capital income or loss for individuals and estates resident in Finland. Such
taxable capital gains or losses are calculated as the difference between the sales price and the aggregate of the
acquisition cost of the shares and sales related expenses. The sales price in relation to the Shares which are
exchanged for the Offer Shares is deemed to be the fair market value of the Offer Shares received as Exchange
Consideration, i.e. the quoted price on the Oslo Exchanges at the date of the transfer of ownership. The fair market
value of Offer Shares is treated as cash consideration when determining the amount of taxable capital gain or loss.
Individuals and estates may choose to apply an acquisition cost presumption instead of the actual acquisition cost.
The acquisition cost presumption is normally 20 per cent of the sales price, but 50 per cent of the sales price in the
case of shares that have been held by the shareholder for at least ten years. When using the acquisition cost
presumption, sales related expenses cannot be deducted separately. Capital gain is taxed at a flat rate of 29 per cent.
Capital losses arising from the sale or exchange of shares are deductible only from capital gains arising in the same
year and during the following three years. Capital losses are excluded when determining the amount of capital
income deficit.
Corporations
Any sales price from a transfer of shares is generally included in the ordinary corporate income of a Finnish
company. Consequently, the deemed sales price resulting from the exchange of the Shares for the Offer Shares is
treated as ordinary corporate income. The deemed sales price in relation to the Shares which are exchanged for the
Offer Shares is determined as described above. The acquisition cost of the Shares sold and exchanged is deductible
from corporate income. The companies are not allowed to use the above-described acquisition cost presumption.
Taxable income of corporations is taxed at a flat rate of 29 per cent.
Non-Finnish Shareholders
Non-Finnish Shareholders who are not generally liable to tax in Finland are not subject to Finnish tax on capital
gains realized from the disposition of the Shares unless the Shares relate to a business carried on in Finland
(permanent establishment).
9
3.3
Asset Transfer Tax
If shares in a Finnish limited company are transferred in the Helsinki Exchanges or in another comparable stock
exchange, no Finnish asset transfer tax is payable. If the transfer of such shares takes place outside such public
marketplace, an asset transfer tax of 1.6 per cent of the sales price is payable by the purchaser if either the seller or
the purchaser, or both, are Finnish residents for tax purposes. If the purchaser of the shares is not resident in Finland,
nor a Finnish branch office of a foreign credit institution or a financial services company, the seller of the shares is
liable to collect and pay the asset transfer tax on behalf of the purchaser. Where a Finnish securities dealer or credit
institution or the Finnish branch or office of a foreign securities dealer or a foreign credit institution is a party to or
used as a broker in the transaction, it is liable to collect and pay the asset transfer tax on behalf of the purchaser.
No Finnish asset transfer tax is payable by the Shareholder in connection with the acceptance of the Tender Offer in
respect of the Shares. The Offeror will be responsible for any asset transfer tax in Finland relating to the transfer of
the Shares.
3.4
Taxation of Dividends Paid by Visma
The Finnish imputation tax credit system is not applied to dividends distributed by a foreign company. As the
Offeror is a foreign listed company the dividends received by the Finnish individuals are taxed as their capital
income at a flat rate of 29 per cent. Dividends received by a Finnish company are generally included in the ordinary
corporate income. The recipients are not entitled to a Finnish imputation tax credit.
Visma is obliged to withhold a Norwegian withholding tax amounting to 15 per cent on dividends paid to Finnish
recipients. However, no withholding tax is deducted, if the recipient is a Finnish resident company owning directly
more than 10 per cent of the share capital in the distributing company (see section 3.6). Any Norwegian withholding
tax is credited in Finland against the Finnish tax payable on the Norwegian dividends subject to the restrictions set
forth in the Finnish Act on Abolishing the International Double Taxation (195/1552).
In particular Shareholders other than Finnish residents are recommended to contact their tax advisers.
3.5
Net Wealth Taxation
The taxable value of foreign listed shares, as Finnish listed shares, is 70 per cent of the fair market value of the
shares for wealth tax purposes. The fair market value the share is the sales price at the public marketplace at the end
of the relevant calendar year. If the share has not been traded during the last few weeks of the relevant calendar year,
the fair market value shall be the purchase price of the share.
3.6
Norwegian Taxation Issues
Dividends
a) Shareholders resident in Norway
Dividends paid to shareholders resident in Norway for tax purposes are taxable at a rate of 28 per cent. Due to the
Norwegian imputation tax credit system, dividends are effectively tax exempt. The most essential condition for this
system to apply is that the dividends have been leally distributed within the limitations of the Norwegian Companies
Act concerning dividend distribution.
Dividends are regarded as taxable income the same year in which the general meeting has decided to distribute the
dividends, regardless of when the actual distribution is made.
b) Shareholders non-resident in Norway
The company paying the dividend is obliged to withhold a withholding tax on dividends paid to non-resident
recipients. According to Norwegian legislation the withholding tax rate is 25 per cent. Due to the double taxation
conventions the rate is often reduced to 15 per cent. According to the Nordic Double Taxation Convention the
withholding tax levied in Norway may not exceed 15 per cent provided the recipient is resident in one of the other
Nordic countries. However, there is no withholding tax, if the recipient is a company resident in the other Nordic
country and owns more than 10 per cent of the share capital in the Norwegian company.
If a foreign shareholder holds Norwegian shares in connection with a business conducted in Norway (permanent
establishment), dividends will be considered taxable income in Norway according to a limited liability to pay taxes
which apply to such businesses.
10
Realization
Capital gains on sale of shares received by Norwegian residents are taxable income, and capital losses are deductible
for tax purposes. The tax rate on capital gain is 28 per cent.
There are special provisions in the Norwegian tax law how to determine the amount of capital gain or loss, which
differ from the Finnish ones and which are not discussed herein. Expenses in relation to acquisition of and selling
the shares can be deducted in the year the shares are sold.
Non-resident shareholders are normally not subject to Norwegian capital gain taxation. Exceptions apply for
shareholders that have been residents in Norway for tax purposes during any of the five calendar year preceding the
year of the sale, and in cases where the shares are effectively connected to a business activity conducted in Norway.
This tax liability may be limited by applicable taxation conventions. According to the Nordic Double Taxation
Convention, an individual resident in Finland is liable to Norwegian capital gain taxation on the sale of Visma
shares in the future, if he/she has been resident in Norway for tax purposes during any of the five (5) years preceding
the year of the sale. This Norwegian income tax is credited in Finland against Finnish tax payable on the same
Norwegian withholding tax subject to the restrictions set forth in the Finnish Act on Abolishing the International
Double Taxation (195/1552.
If a foreign shareholder is liable to Norwegian tax, capital gains and losses are computed as for Norwegian residents.
Asset transfer tax
There is no asset transfer tax in Norway.
Net wealth tax
The shares are considered taxable assets for net wealth tax purposes. Limited liability companies are, however,
exempted from net wealth taxes. Taxable values of the listed shares are the market value of the shares on 1 January
in the assessment year.
Non-resident shareholders are not subject to net wealth taxation in Norway, unless the shares are effectively
connected to a business activity conducted in Norway (permanent establishment).
Taxation of Visma in Norway
Corporate tax rate is currently 28 per cent in Norway. Limited liability companies are not subject to wealth taxation.
Due to extensive losses Visma has incurred during the last years, Visma has not paid any corporate taxes. For
further information regarding Visma’s financial status we refer to the information given elsewhere in the Offer
Document.
11
4. PRESENTATION OF THE OFFEROR
4.1
General Description of the Offeror and its Group
Visma ASA is a public limited liability company incorporated under the laws of Norway, and its business
registration number in the Norwegian Register of Business Enterprises is 936 796 702. Visma’s head office and
registered domicile is at Biskop Gunnerusgt 6, 0155 Oslo, Norway.
Visma is a Nordic business software solutions and financial services provider. Visma’s combination of software and
services delivers powerful low cost, high quality, flexible business, accounting and financial solutions.
For the first nine months of 2001, Visma’s turnover amounted to EUR 73 million1 with an operating profit before
depreciations and amortizations (EBITDA) of EUR 8.1 million1 and an operating profit (EBIT) of EUR 4.9 million.
The two divisions, Visma Software and Visma Services together employ approximately 1,300 highly skilled
professionals.
History
Visma was founded through a merger between Multisoft AS and SpecTec AS in 1996. In the beginning of 2001,
Visma merged with SPCS-Gruppen ASA (“SPCS”), a Norwegian competitor and a player in the Swedish ERP
market for small to medium sized enterprises.
In the beginning of 2001, Visma incorporated Visma Services offering professional services, allowing customers a
wide range of practical solutions by way of outsourcing accounting/financial services while carrying out core
business operations themselves.
Visma Software
Multisoft AS, which was the forerunner to Visma Software, was established in March 1985 with the business idea to
develop and distribute software for accounting and administration for PC-based networks. In 1991, Visma Software
started developing the next generation ERP products based on Windows technology and SQL databases.
In September 1997, Visma acquired Micro 80 AS, a Norwegian competitor with more than 7,000 licences at that
time. Together, the two companies formed a licence base of more the 15,000 installed units. In October 1999, Visma
bought all the shares in Ergosoft AS, another Norwegian competitor owned by Agresso Group ASA, which added
2,500 customers in Norway.
The merger with SPCS, effective from July 2001, further increased Visma’s Nordic presence and consolidated the
leading position with more than 20,000 Norwegian customers and 100,000 Swedish customers with maintenance
agreements.
Visma Services
Visma Services is a full-scale service provider of accounting and financial services, personnel, debt collection and
administration of accounts receivable in Norway.
From the beginning of 2001, when Visma Services was incorporated, Visma has acquired a large number of small to
medium sized complementary businesses to build the division. It has grown from nothing, less than a year back, to
include more than 750 employees by the end of the third quarter 2001. Today, the organization comprises 40
companies and divisions, which serve their respective local markets in Norway, Sweden, Denmark and the United
Kingdom. The Finnish market is being considered very interesting and key to the future growth plans.
Business idea and strategy
Business idea
Visma is a focused company with its core competence within accounting and finance related business. The business
idea is to help the customer to achieve better profitability and competitive advantage through sound financial and
operational control. Visma contributes to this by delivering ERP systems and by offering a number of finance
related services. Software and professional services are combined so that the customer is free to choose which
functions are closely connected to the core business and thus kept in-house, and which to outsource.
1
Based on the exchange ratio 1 euro = 7.98 NOK.
12
Since the incorporation of Visma back in 1996, Visma has experienced rapid growth. This is partly due to mergers
and acquisitions over the last few years. Visma’s ambition is to continue to play an active role in the ongoing and
future expected consolidation taking place in the Nordic market for accounting and finance related business.
Based on its business model, Visma aims at showing a faster growth and better profitability than the industry
average for players within the ERP- and accounting sectors.
New technology and Internet as channel
Internet has become a natural distribution channel for financial systems as well as for services and contributes to
remove the historical barriers associated with the use of external accounting agencies. Already, customers that do
accounting through Visma Services can extract reports and do search in accounting databases via the Internet. The
company’s financial data and reports will be accessible anywhere and anytime through the Web. The customers are
then offered the possibility to monitor their businesses’ financial development independent of time and place.
Many of Visma’s customers still use character based MS-DOS developed ERP systems, but on modern Windows
PCs. However, these are now facing a number of new technological solutions and services, which they are prevented
from utilizing as a consequence of the use of older operating systems. Companies, which will take part in the
innovations taking place within financial systems and services, are bound sooner or later to take the step to migrate
to Windows or WEB based software. To facilitate this, Visma will uphold its advantageous prices for part
exchanges when customers are moving from character based to Windows solutions.
Based on the above-mentioned characteristics, Visma will increase focus on the outsourcing market through the
establishment of Visma Services. Visma characterizes its software package as a “tool for financial control”.
Consequently, the customer’s need is not a software package isolated, but to have a financial function executed.
However, for a number of companies the most efficient way will be to own and run the software themselves.
Traditional sale of financial systems will therefore still be important.
Future prospects
Visma expects the market growth within the software area to show a modest, but steady, growth going forward the
next few years. As a consequence of increased demand for improved profitability, a growing need for competencies
and the fact that qualified professionals is a scarce resource, Visma expects the outsourcing trend in the accounting
and finance area to accelerate.
13
Business Overview
Group structure
The exhibit below shows Visma’s legal structure.
Visma ASA
100.0%
100.0%
Visma Services ASA
Visma Software ASA
Visma Software
Norge AS
100.0% 100.0%
100.0%
Visma Business
A/S
Visma Provider
AS
Whitebird
AS
Factor Online
AS
100.0%
EMData
AS
Spectrum
Software AS
Visma Consulting
AS
Altius
AS
Visma Consulting
Trondheim AS
100.0% 100.0%
85.0% 100.0%
50.1% 100.0%
50.5% 50.2%
Rapport
Consult AS
ØkonomiKunnskap AS
Økonomisjefen
AS
Trønder Økonomi
AS
50.1% 100.0%
Visma Services
Norge AS
Forenede
Økonomer AS
100.0% 50.02%
Pluss Regnskap
AS
BjelleforsGruppen
International AB
100.0% 70.0%
Sigtuna
Affärsbyrå AB
Scandinavian PC
Systems AB
97.0%
51.0% 85.0%
Consept
AS
Visma Business
AB
Visma Business
Ltd.
50.2% 51.0%
Business model
The operations in Visma are divided in two divisions as described in the exhibit below. The Software division
consists of the products of Visma Business as well as the products from the former SPCS Gruppen. The Services
division consists of the outsourcing operations within ASP, recruiting and accounting services.
Visma ASA
Services
Software
ASP
Visma Business
Accountancy/staff services
Rubicon
Scandinavian PC Systems
Consulting
The business segments will be discussed more thoroughly below:
Software
The Visma Software division is a supplier of financial systems in Norway, Sweden, Denmark and UK, which
includes solutions for financial management, salaries, e-commerce and time- and project management systems for
small and middle size companies. The products are offered through a large number of authorized dealers. Visma has
currently international presence through subsidiaries, distributors and OEM agreements in more than 10 countries.
14
Products
Visma has in total approximately 130,000 unique customers distributed on the company’s different products as
described in the table below:
Business unit
Visma Business
Product name
Comments
Micro 80 Super/Origo
Multisoft
Ergosoft
Compact
Visma Business
Visma TimeWeb
Visma e-business
Visma Time Ease
Visma Output Management
Visma Business Lønn
Visma Business Design
Visma Business Professional
Rubicon Global
ERP-system
ERP-system
ERP-system
ERP-system
ERP-system
Time registration
e-commerce
Project management
Communication
Payroll system
ERP-system
ERP-system
Internet based ERP-system for small and middle
size companies
ERP-system for small and middle size
companies
ERP-system for small companies
ERP-system for 1-3 users
Internet based CRM- system
E-commerce system
Industry solution for the electro – and VVS
industry
Financial management system in several
versions for small companies
Accounting program for small companies
Invoicing program for small companies
Tax program for private individuals, companies
and the accounting industry
Payroll program for small companies
Rubicon Pro
Rubicon
Rubicon Småbedrift
Rubicon X-Press
Rubicon Sales Office
Rubicon Netthandel
EMData
SPCS Administration
SPCS Bokföringsprogram
SPCS Faktureringsprogram
SPCS Skatteprogram
SPCS Löneprogram
Scandinavian PC Systems
SPCS Interaktiva utbildningar
SPCS Anläggningsregister
SPCS Analys
SPCS Revision
SPCS Klienthanterare
SPCS Bokslut
SPCS Koncern
e-learning on CD
Fixed assets program for small companies
Analysis program for small companies
Audit program for auditors
Customer program for accounting and auditing
firms
Annual settlement program for small companies
Accounting program for group consolidation
Consulting
Visma Consulting delivers user courses, finance related specialist courses, customer support and consultant services
to the Norwegian market linked to Visma Business. Visma Consulting performs among others support functions for
its distribution network in major implementation- and migration projects.
The course- and competence centre offers a broad range of standard courses to all Visma’s products. In addition all
customers can get qualified help from the user support department through subscription of support agreements for
Visma’s financial management- and payroll systems. Visma has also developed two tailor made industry solutions
for accountancy- and lawyer firms respectively.
Accountancy services
Several Nordic companies have outsourced the accounts to an accountancy firm. Visma positions itself for growth
within core accountancy services and associated consulting services. Through the acquisitions completed so far,
Visma is established in Norway and Sweden through a nation-wide network of accounting firms.
Application Service Provider
The selection of a ASP-solution implies that the companies rent access to all the applications they need from an
Application Service provider, possibly also processing power and storage capacity. The access is done via internet
15
and the customer gets access to his own data network over the internet without investments in software and server
technology.
The main challenge for the ASP-suppliers is to offer necessary services in addition to management and renting of
software. This means that the ASP suppliers will have to offer a complete range of services in the whole spectre
from development and programming to receiving of acquires and logistics. Through partnering with Hewlett
Packard and Telenor Nextra on the operations and capacity side and Visma Business software as the basis on the
software side, Visma is well equipped to handle the challenges within ASP. It is important to emphasize that Visma
is not going to own the infrastructure necessary to offer ASP services. The infrastructure will be rented from the
major players able of exploiting economies of scale. Visma will only offer the services and the software. The
infrastructure, services and software are thereafter wrapped up and delivered as one service to Visma’s customers.
Distribution
In Norway, Visma has a network of more than 200 value added resellers (“VARs”) that covers all of Norway. In
Sweden, Visma has more than 700 resellers, whereas 250 have gone through an authorization program. Visma has
been present in the UK and Denmark since 2000 and has some 23 resellers in Denmark and 12 in the UK.
Patents and licenses
Visma does not have any registered patents of significance to its business activities. Copyrights to software products
developed by Visma are not registerable under Norwegian law.
4.2
Management and Auditors
Organization structure
The exhibit below shows the organization of Visma as of 21 December 2001.
Visma ASA
CEO
Øystein Moan
CFO
Tore Bjerkan
Visma Services ASA
Managing director
Ada Kjelseth
Visma Software ASA
Managing director
Bjørn Ingier
Scandinavian
PC-Systems AB
Managing director
Rolf Dahlberg
Employees
As of 21 December 2001 Visma had in total 1,300 employees. The holding company Visma ASA has five
employees, Visma Software-division had 450 employees, and the remaining 850 are employed in the Visma
Services-division. The development in the number of employees is shown in the table below.
Number of employees
31.12.1998
31.12.1999
31.12.2000
21.12.2001
325
404
180
1,300
The figure shows the number of employees at the end of the year and is not adjusted for changes in the company
structure in the period.
The Board of Directors
The Board of Directors of Visma consists as of 21 December 2001 of the following members:
Svein Ramsay Goli (born 1940) Chairman, Sandefjord
Svein R. Goli has a degree in business and administration, equivalent to “Siviløkonom” and has broad experience
from the computer business, among others as Managing director of sales in IBM and Managing director of Oracle
16
Norway. In addition to be chairman in Visma ASA, he is Chairman of the Board of Norman ASA, Tandberg Data
ASA and Telesafe AS.
Svein R. Goli owned as of 21 December 2001 52,500 shares in Visma ASA. He has an option to buy 5,000 shares in
Visma ASA at a strike of NOK 27.50 per share. The option was issued 23 March 1999 and can be exercised in the
period 2002-2003.
Svein Ribe-Anderssen (born 1937), Board member, Oslo
Svein Ribe-Anderssen is technical engineer from Technische Hochschule, Fredericiana/Karlsruhe and has courses in
marketing from both Oslo and Harvard in Columbia, USA. Additionally, he has IFL´s education in leadership in
Ystadholm. Ribe-Anderssen is former Managing Director (“MD”) of AS Tørrkopi Ozalid (now Thrane Group),
CEO of Actinor, MD of Unitor Ships Service and MD of Norwald in addition to different executive positions in
N.A. Gassaccumulator.
Svein Ribe-Anderssen owned as of 21 December 2001 90,000 shares in Visma ASA. He has no options to buy
shares in Visma ASA.
Gunnar Bjørkavåg (born 1960), Board member, Bærum
Gunnar Bjørkavåg is B. Sc. from BI, Norway, he has an MBA from Henley College in Oxford and AMP from
Harvard Business College. Bjørkavåg is former CEO of Comma Dataservice, Managing Director of Telenor Plus
and Country Manager of Compaq Computers in Norway. Bjørkavåg is now CEO of Norsk Handels&Sjøfarts
Tidende – who owns among others, Dagens Næringsliv, a leading financial newspaper seated in Oslo.
Gunnar Bjørkavåg owned as of 21 December 2001 no shares in Visma. He has an option to buy 10,500 shares in
Visma ASA at a strike of NOK 60.50 per share. The option was issued 11 May 2000 and can be exercised in the
period 2002-2004.
Knut Ro (born 1950), Board member, Oslo
Knut Ro is attorney at law and is partner in the law firm Ro, Sommernes & Co DA. In addition he is Board member
in Smart Club ASA, Porsgrund Porselensfabrikk AS and Hadeland Glassverk AS.
Knut Ro owned as of 21 December 2001 no shares in Visma and holds no options to buy shares in Visma.
Bengt Paulsson (born 1939), Board member, Sweden
Bengt Paulsson is educated pilot, and former Managing Director of Atle Informationsteknololgi in addition to
assignments as Managing Director in different IT companies in Sweden and US. Today, Paulsson has his own
company, with focus on assignments for Boards in several companies.
Bengt Paulsson owned as of 21 December 2001 2,886 shares in Visma. He has an option to buy 3,249 shares in
Visma ASA at a strike of NOK 64 per share. The option was issued 3 May 2000 and can be exercised in 2001 and as
long as he is a member of the Board in Visma ASA.
Visma ASA paid in total NOK 500,000 in remuneration to the members of the Board of Directors in 2000. Further,
in 2000, salary, commissions and bonuses totaling NOK 2,510,553 were paid to the company’s CEO. The CEO
exercised 87,500 options at a price of NOK 32.67 in 2000. In connection therewith, Visma reported a salary benefit
of NOK 4,841,375. In addition, the CEO exercised 87,500 options at a price of NOK 35.03. In connection therewith,
Visma reported a salary benefit of NOK 1,397,375.
The Managing Director and the Management Group
The management of Visma consists as of 21 December 2001 of the following members:
Øystein Moan (born 1959), CEO, Oslo
Øystein Moan is educated Cand. Scient (MSc) at the University in Oslo with computer science as main subject. Mr.
Moan is earlier founder and Managing Director of Cinet AS, and has been CEO of Visma Group since October 1997
Øystein Moan owned as of 21 December 2001 125,000 shares in Visma ASA. He has an option to buy 175,000
shares in Visma ASA to a strike of NOK 38.69 per share +1 per cent per month from 4 August 2001. The option
was issued in 1997 and can be exercised in the period 2001-2002.
17
Tore Bjerkan (born 1958), CFO, Asker
Tore Bjerkan is the founder of Multisoft ASA, one of the companies that through a merger became Visma. Bjerkan
has previously had positions as Director of Research and Development and Managing Director of Multisoft ASA,
and Business Developer of Visma ASA. Bjerkan has been CFO of Visma since July 1997.
Tore Bjerkan owned as of 21 December 2001 200,000 shares in Visma ASA. He has an option to buy 11,141 shares
in Visma ASA to a strike of NOK 27.50 per share. The option was issued on 23 March 1999 and can be exercised in
the period 2002-2003.
Bjørn Ingier (born 1954), Managing Director Visma Software, Asker
Bjørn Ingier is Bachelor of Economy from NHH in Oslo. Ingier had positions like Controller in Dyno Industries,
chemical division, MD of SchlagerForlaget, and joint owner and MD of MultiData before he became the MD of
Multisoft Norway AS, which was one of the companies that through merger became Visma. As from October 1999
he is MD of Visma Software ASA.
Bjørn Ingier owned as of 21 December 2001 77,880 shares in Visma ASA. He has an option to buy additional 7,680
shares in Visma ASA to a strike of NOK 27.50 per share. The option was issued 23 March 1999 and can be
exercised in the period 2002-2003.
In addition Bjørn Ingier has an option to buy 30,000 shares in Visma ASA to a strike of NOK 60.50 per share. The
option was issued 29 March 2000 and can be exercised in the period 2002-2003.
Ada Kjeseth (born 1949), CEO Visma Services, Bergen
Ada Kjeseth is graduate of Norges Handelshøyskole. Kjeseth was chief management secretary at Vesta-Gruppen,
CFO at AS Nevi, and CEO and partner of Visma Services Norge AS. Ada Kjeseth is also the CEO of Visma
Services ASA.
Ada Kjelseth owned as of 21 December 2001 293,295 shares in Visma ASA. She has no options to buy shares in
Visma ASA.
The Auditors
The auditors of Visma are Arthur Andersen & Co, Drammensvein 165, 0212 Oslo, Norway. Arthur Andersen & Co
have also been the auditors of Visma for the financial periods ended 31 December 1998, 31 December 1999 and 31
December 2000.
4.3
Restated Financial Statements
The restated financial information for 1999 and 2000 provided below has been presented in the merger prospectus
dated 30 March 2001 related to the merger between Visma and SPCS.
In the following, restated figures for the Visma Group in 1999 and 2000 are presented taking into account the
merger of Visma and SPCS which was accounted for as uniting of interests. The rationale is that these restated
figures will be presented in the future financial statements of Visma as historical comparable figures. In addition,
Visma believes that the restated figures together with the historical financial data of Visma give a more complete
view on the development of Visma within the currently existing group structure as compared to presenting the
historical financial data of Visma only. Furthermore, information regarding material sales and acquisitions in 2000
and 2001 is presented below. This information is not included in the restated figures.
Visma’s historic financial information is presented in Annex C.
Comments to the restated financial statements
Sale of Visma Marine
Visma entered on 13 September 2000 into an agreement with Station 12 BV regarding the sale of Visma's marine
division, Visma Marine ASA. Station 12 BV was owned 65 per cent by KPN, the Netherlands telecommunications
operator, and 35 per cent by the Australian telecommunications operator Telstra. Station 12 included the satellite operations of KPN and Telstra, especially the part geared to the marine market.
Station 12 BV paid EUR 84.5 million for the assets, and repaid debt of about EUR 5 million owed by Visma Marine
ASA to Visma. Adjusted for cash reserves, the net transaction value was about EUR 85.5 million.
18
Incorporation of Visma Services
Visma Services was incorporated in the beginning of 2001 and a large number of small to medium sized
complementary businesses have been acquired. The organization today comprises 40 companies and divisions,
which serve their respective local markets in Norway, Sweden, Denmark and the United Kingdom.
The two main acquisitions in year 2001 within Visma Services were ØkonomiPartner-gruppen and Forenede
Økonomer. Furthermore, a number of smaller businesses have been acquired forming the Visma Services division.
In the table below, the details of the most important acquisitions have been included.
Below is a table showing 2000 key figures for the acquired/sold businesses of Visma in 2000 and 2001 (NOK
million).
Sales
Operating
Profit
Profit
Number of
employees
Acquisition/
Sales price
Sales
Visma Marine Group*
161.1
8.0
7.9
220
681.0
Acquisitions
ØkonomiPartner Group
Forenede Økonomer Group
Trønderøkonomi**
Rapport Consult***
Visma Provider**
Others****
179.4
52.0
18.2
15.0
29.9
117.3
8.1
3.7
1.1
3.2
-0.2
10.7
9.5
2.6
0.6
2.5
-0.1
8.0
375
61
40
31
27
212
124.8
84.0
10.0
9.8
9.2
67.7
* 10 months in 2000
** Acquired 50.1 % of the total shares
*** Acquired 51.0 % of the total shares
**** Acquired 51.1 %-100 % of total 12 companies
Total goodwill increase in 2001 is NOK 253 million.
Merger with SPCS
The Board of directors of Visma and SPCS announced on 7 February 2001, that they had entered an agreement on
integration of the two companies aiming for a merger. SPCS was a supplier of ERP software for the small- to
medium sized businesses in Norway and Sweden and a competitor of Visma.
On 21 March 2001, the two companies stated that an agreement had been reached and that the Boards of directors
would call for extraordinary general assemblies to propose a merger between the two companies. The merger was
approved by both general assemblies ultimo April 2001 and the new share capital was registered on 27 July 2001.
Shareholders in SPCS received 0.21662 new shares in Visma in exchange for each share in SPCS. As a consequence
of the merger, Visma increased the share capital by NOK 52,754,885 from NOK 87,732,330 to NOK 136,487,215
through an issue of 10,550,997 shares, each with a nominal value of NOK 5.
According to Norwegian Generally Accepted Accounting Practice the merger was accounted for as a uniting of
interests. In the merger prospectus, restated profit and loss statements and balance sheets were prepared.
The restated combined group accounts include the group accounts of Visma and SPCS. The group’s consolidated
profit and loss and balance sheet figures are adjusted for the following conditions:
• The recognition of revenue related to maintenance from the Swedish operations of SPCS is harmonized with the
rest of the merged group. The adjustment has resulted in an accrual for deferred income amounting to NOK 52
million as per 31 December 2000 compared to the consolidated financial statements for SPCS. The adjustment
had an effect on the profit and loss statement in 1999 and 2000 of NOK –14 million and NOK –11 million.
• The capital increase related to the merger of Visma and SPCS is for balance sheet purposes carried out as per 1
January 1999. Merger costs amounting to NOK 28.8 million were charged directly to equity.
• Visma’s shares in SPCS prior to the merger are in the merged group’s balance sheet as of 31 December 2000
amortized against paid in share capital and retained earnings. The equity as per 31 December 1999 reflects that
Visma’s purchase of SPCS shares in 2000 is recognized as repurchase of own shares.
19
The following restated figures should be read in conjunction with the historic figures of Visma presented in the
Annexes of this Offer Document. The difference between the Finnish GAAP and the Norwegian GAAP have been
discussed in Annex B.
Restated Profit and Loss Account
The following restated figures do not include the information regarding material sales and acquisitions in 2000 and
2001 as presented above.
Restated
1999
Restated
2000
Historic
1-9/20011
Operating revenues
682 967
1 306 6002
582 979
Operating expenses
Cost of goods sold
Wages and salaries
Depreciations and amortizations
Other operating expenses
Total operating expenses
118 705
298 048
19 036
167 620
603 409
101 172
335 467
29 175
181 561
647 375
51 919
320 421
25 591
145 934
543 866
Operating profit
79 558
659 225
39 113
Financial income
Financial expenses
Net financial income and expenses
15 309
5 436
9 873
19 195
18 786
409
36 132
6 636
29 495
Profit before tax
89 431
659 634
68 609
Tax expenses
Net profit
27 237
62 194
193 424
466 210
25 154
43 454
Restated
31.12.1999
Restated
31.12.2000
Historic
30.9.20011
11 244
43 654
70 503
125 401
5 296
0
59 920
65 216
7 381
0
303 556
310 937
Property, land and buildings
Machinery and equipment
Total fixed assets
5 134
41 381
46 515
3 007
24 915
27 922
3 007
49 908
52 915
Shares
Other long term debtors
Total financial fixed assets
Total long term assets
3 116
6 196
9 312
181 228
10
12 013
12 023
105 162
784
18 736
19 521
383 372
6 710
2 587
4 939
Trade debtors
Other current debtors
Total receivables
178 615
18 419
197 034
122 187
5 726
127 913
131 021
26 812
157 833
Shares
Cash and cash equivalents
Total current assets
0
146 929
350 673
11 250
716 493
858 243
8 750
476 285
647 807
Total assets
531 901
963 405
1 031 178
NOK 1,000
Restated Group Balance Sheet
NOK 1,000
ASSETS
Patents and other intangible assets
Deferred tax asset
Goodwill
Total intangible assets
Inventories
1
2
The 2001 figures are unaudited.
Contains the sale of Visma Marine ASA.
20
Restated
31.12.1999
Restated
31.12.2000
Historic
30.9.20011
171 592
93 220
13 543
278 355
133 087
401 753
3 992
538 832
136 487
449 003
20 736
606 226
Pensions liabilities
Deferred tax liability
Total provisions
1 190
0
1 190
98
106 413
106 511
2 014
118 211
120 225
Other long term liabilities
5 515
0
4 619
Ordinary bank overdraft
Trade creditors
VAT, payroll with. taxes and soc. sec.
Current tax payable
Dividend
Other non interest-bearing liabilities
Total current liabilities
Total liabilities
3 143
40 876
55 495
13 953
14 009
119 365
246 841
253 546
0
30 945
44 951
33 826
83 732
124 608
318 062
424 573
3 593
31 991
62 457
38 939
0
163 128
300 108
424 952
Total equity and liabilities
531 901
963 405
1 031 178
NOK 1,000
LIABILITIES AND EQUITY
Share capital
Other shareholders’ equity
Minority interest
Total equity
Comments to the financial development in the restated combined group accounts fiscal year 2000
Visma reported revenues for year 2000 of NOK 1,307 million. The corresponding figure for 1999 was NOK 683
million. The operating profit for year 2000 was NOK 659 million (in 1999 the operating profit was NOK 80
million), whereof the sale of Visma Marine ASA amounted to NOK 610 million. EBITDA for year 2000 was
reported to NOK 688 million and pre-tax profit NOK 660 million. For 1999, the corresponding figures were NOK
99 million and NOK 89 million respectively. By the end of year 2000, total equity was NOK 539 million (NOK 278
million in 1999), which was 56 per cent (52 per cent in 1999) of total equity and liabilities.
Overview on historic financial issues
For complete Visma historic financial information, please refer to Annex C.
Long-term debt
Visma had as of 30 September 2001 NOK 118.2 million in deferred tax liabilities.
Short-term bank facilities
Visma had per 30 September 2001 drawn NOK 3.6 million of the ordinary bank overdraft facility.
First three quarters in 2001
For the first nine months this year, Visma’s revenues amounted to NOK 583 million with an EBITDA of NOK 64.7
million. Operating profit came in at NOK 39.1 million and EBT was NOK 68.6 million.
The closing of the third quarter was strongly influenced by the terrorism against the USA and sales of new software
licenses were somewhat postponed. However, Visma Software has over 50 per cent of its revenue as annual
maintenance and support agreements from its more than 130,000 customers and is thus well prepared for an eventual
economic down-turn going forward. Visma Software achieved an EBITDA of NOK 43.4 million and an EBIT of
NOK 30.1 million on revenues of NOK 351.1 million. The EBIT margin was 9 per cent and the EBITDA margin
was 12 per cent which was in line with expectations and positive considering the general market conditions and
integration costs associated with the SPCS merger.
During the third quarter of 2001, Visma Services continued its positive development with EBITDA and EBIT
margins of 11.9 and 6.5 per cent respectively. For the first nine months of 2001, the EBITDA margin was 13.6 per
cent and the EBIT margin was 8.4 per cent.
1
The 2001 figures are unaudited.
21
The goodwill of Visma has in the three first quarters of 2001 increased from NOK 60 million to NOK 304 million.
The increase can be explained by the fact that Visma in 2001 has established the Visma Services division by way of
a number of acquisitions. These acquisitions have been accounted for at market value and the excess values have
mainly been allocated to goodwill.
Development in the fourth quarter of 2001
During the fourth quarter of 2001, Visma made the following acquisitions:
Legal entity in
Visma acquiring
Date
Company
15.10.01
25.10.01
15.11.01
18.12.01*
01.01.02**
Exact AS
Sigtuna Affärsbyrå AB
Whitebird AS
Kreativgruppen AB
Mynor AS
Consideration
(NOK mill.)
Visma Services Norge AS
Visma Services ASA
Visma Software ASA
Visma Services ASA
Visma Services Norge AS
Ownership
6
11
5.3
18.9
4.5
100 %
70 %
98 %
50.1 %
100 %
* Not completed, pending on satisfactory due diligence. SEK/NOK exchange ratio 0.8394
** Effective from 1 January 2002
No other major incidences occurred during Q4/2001, which will have effects on Visma.
4.4
Shares and Share Capital
Present Share Capital
On the date of this Offer Document, the fully paid share capital of Visma amounted to NOK 136,487,215 and the
corresponding number of outstanding shares was 27,297,443 with nominal value of NOK 5.00 fully paid. Visma has
one class of shares.
The Visma shares are listed on the Main List of the Oslo Exchanges and registered in VPS in Norway. Accountant
controller is Nordea ASA, Verdipapirservice. The share registration number is ISIN NO 000 305 4405. Stock
exchange round lot for the Visma share is 200.
Development in Share Capital since 1 January 1997
Date
31.12.1996
07.01.1997
27.02.1997
10.03.1997
15.03.1997
01.04.1997
16.07.1997
19.07.1997
24.09.1997
30.12.1997
31.12.1997
17.03.1998
03.11.1998
19.11.1998
31.12.1998
26.03.1999
29.06.1999
04.11.1999
01.12.1999
07.12.1999
31.12.1999
22.02.2000
15.03.2000
28.03.2000
11.04.2000
05.05.2000
08.11.2000
31.12.2000
27.07.2001
28.12.2001
Change in
Share Capital
(NOK)
21 080
21 250
156 900
374 818
5 667 678
800 616
401 440
100 000 000
15 301 114
2 313 520
9
-43 879 992
122 465
4 900 000
612 500
2 446 899
2 530 885
612 500
2 100 000
900 865
-33 317 932
437 500
52 754 885
Share Capital
after change
(NOK)
21 208 215
21 229 295
21 250 545
21 407 445
21 782 263
27 449 941
28 250 557
28 651 997
128 651 997
143 953 111
143 953 111
146 266 631
146 266 640
146 266 640
146 266 640
102 386 648
102 509 113
107 409 113
108 021 613
110 468 512
110 468 512
112 999 397
113 611 897
115 711 897
116 612 762
83 294 830
83 732 330
83 732 330
136 487 215
136 487 215
Number of
shares
21 208 215
21 229 295
21 250 545
21 407 445
21 782 263
27 449 941
28 250 557
28 651 997
128 651 997
143 953 111
143 953 111
146 266 631
146 266 640
14 266 664
14 266 664
14 626 664
14 644 159
15 344 159
15 431 659
15 781 216
15 781 216
16 142 771
16 230 271
16 530 271
16 658 966
16 658 966
16 746 466
16 746 466
27 297 443
27 297 443
22
Par value
(NOK)
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
1.00
10.00
10.00
7.00
7.00
7.00
7.00
7.00
7.00
7.00
7.00
7.00
7.00
5.00
5.00
5.00
5.00
5.00
Comment
Acquisition of 8,000 shares in SpecTec Srl
Payment for ISH BV 15 %
Payment for BAS Data AS and employee options
Employee options
Merger with Dovre Informasjonssystemer
Various minor changes in Share Capital
Merger with Kockumation Norit AS
Rights issue
Merger with Micro 80
Employee options
Harmonizations prior to combination of shares
Combination of shares
Write-down of Share Capital
Options to employees of SpecTec
Share issue
Options to Øystein Moan
Private placement to Marinor shareholders
Put-option on former Marinor employees
Share issue
Employee options
Shares in Exense to Visma shareholders
Shares issue to shareholders of SPCS
On the date of this Offer Document, Visma owns 27,900 own shares.
Authorizations to issue new shares in Visma
As of the date of this Offer Document two authorizations to the Board of Directors to issue new shares in Visma
were registered:
The first authorization authorizes the Board of Directors of Visma to increase the share capital in Visma with up to
NOK 8,500,000 through issue of up to 1,700,000 new shares each of nominal value NOK 5 in one or several issues.
The Board of Directors is authorized to waive the existing shareholders’ preferential right to subscribe for shares in
such issues. The authorization is valid until the annual shareholders’ meeting in 2002.
The second authorization authorizes the Board of Directors of Visma to increase the share capital in Visma with up
to NOK 7,000,000 through issue of up to 1,400,000 new shares each with nominal value NOK 5 in one or several
issues. The Board of Directors is authorized to waive the existing shareholders’ preferential rights to subscribe for
shares in such issues. The authorization is valid until the annual shareholders’ meeting in 2002.
Both authorizations were issued at the annual shareholders’ meeting on 29 March 2000. Of the total authorizations
to issue 3,100,000 shares, 87,500 are per 21 December 2001 used in connection with options being called and
605,030 are issued to employees and previous employees of Visma. Of the authorizations to issue shares, 2,407,470
shares are not assigned.
Issued options
Per 21 December 2001 options issued to the key management and the Board of Directors of Visma amounted to
438,959 shares in Visma ASA. Details in table below:
Number
Period
Strike
Øystein Moan1
Tore Bjerkan2
Bengt Paulsson
Svein R. Goli
Gunnar Bjørkavåg2
Bjørn Ingier
Bjørn Ingier
Employees2
Employees2
175 000
11 141
3 249
5 000
10 500
7 680
30 000
86 389
110 000
2001-2002
2002-2003
20013
2002-2003
2002-2004
2002-2003
2002-2003
2002-2004
2002-2004
38.7
27.5
64.0
27.5
60.5
27.5
60.5
27.5
60.5
Total
438 959
1) +1 % per month from 4 August 2001. Execution 87,500 per 1/2 year.
2) Options not executed at the specified time are being withdrawn in full and cannot be executed. Execution 1/4 per year.
3) Provided that he is a Board member.
Authorizations to buy back own shares
On 1 November 2000, the shareholders’ meeting authorized the Board of Directors of Visma to buy back own
shares on behalf of the company on the following conditions:
1.
2.
3.
4.
The authorization is valid for a period of 18 months from the date of the decision of the shareholders’
meeting.
The company’s buy back of own shares shall not result in an ownership of more than 10 per cent of the
company’s registered share capital at any time.
The total consideration paid for the acquired shares according to the authorization may not exceed 10 per
cent of the company’s cash at hand, however so that the highest nominal value of the shares the company
may acquire shall not exceed NOK 200,000,000
The lowest amount payable per share is NOK 5. The highest amount payable per share is NOK 120.
The Board of Directors is free to decide on the way of acquisition and eventual sale of the shares, as long as the
principle of equal treatment of shareholders is satisfied.
Voting rights, trading and restrictions on selling
There are no restrictions on buying or selling shares in Visma ASA.
23
Share price development
The chart below shows the share price development and trading volume for the Visma share during 1 January 2000
– 21 December 2001.
Volume (shares in ‘000)
Share price (NOK)
120
1,800
1,600
100
1,400
80
1,200
1,000
60
800
40
600
400
20
200
Volume ('000)
9/2
4/0
1
12
/3/
01
5/7
/01
7/1
6/0
1
2/2
6/0
1
10
/9/
00
12
/18
/00
5/2
2/0
0
7/3
1/0
0
1/3
/00
3/1
3/0
0
0
Visma
The average trading price weighted by trade volumes paid for Visma shares on the Oslo Exchanges during 7
December 2000 – 7 December 2001 was EUR 7.77 and EUR 8.55 during 7 November 2001 – 7 December 2001.
The average daily trading volume of Visma share in the Oslo Exchanges for the periods indicated is 98,285 and
163,356 shares respectively.
4.5
Ownership Structure
Shareholders
Visma ASA had per 21 December 2001 3,664 shareholders. The table below shows Visma’s ten (10) largest
shareholders per 21 December 2001.
Shareholder
1
P-Invest AS
2
Bakkejord Edvard
3
Tine pensjonskasse
4
Boks 84 AS
5
Skandinaviska Enskilda Banken
6
Store Borgen
7
Nordea/Merita Bank
8
JPMorgan Chase Bank S/A
9
First Nordic Norge
10
Avanse
Total 10 largest shareholders
Other
Total outstanding shares
4.6
No of shares
% of outstanding shares
2 814 799
848 646
683 221
677 356
607 844
543 379
526 000
479 273
467 910
460 000
8 108 428
19 189 015
27 297 443
10.31 %
3.11 %
2.50 %
2.48 %
2.23 %
1.99 %
1.93 %
1.76 %
1.71 %
1.69 %
29.70 %
70.30 %
100.00 %
Shareholder Rights
Voting Rights
All shares in Visma, including the Offer Shares, have equal voting rights.
Norwegian law stipulates that each shareholder, except in the circumstances set out below, is entitled to one vote for
each share held on any resolution proposed at a General Meeting of shareholders. In general, in order to be entitled
to vote, a shareholder must be registered as the beneficial owner of shares in the share register kept by the VPS.
Owners of shares which are registered in the name of a nominee are not entitled to vote under Norwegian law, nor
24
are the persons who are designated in the register as nominees. If such shareholders wish to vote at the shareholders’
meeting, they will need to request that the nominee transfers the shares to them and registers them in the VPS.
Shareholders will need to have their own VPS accounts for such re-registrations to be effected. The shares must be
re-registered in the VPS prior to the shareholders’ meeting.
As a general rule, decisions which shareholders have the corporate power to make, may be made by a simple
majority of votes cast by the shares. Vacancies on the Board of Directors are filled by persons who receive the most
votes cast at the shareholders meeting.
Norwegian law requires that certain decisions, including resolutions to waive pre-emptive rights in connection with
any offer to subscribe for, inter alia, shares, warrants and convertible bonds, resolutions to amend the Articles of
Association or to authorize the issue of further shares or a reduction in the company’s share capital, receive the
approval of at least two-thirds (2/3) of the aggregate number of votes cast by the shareholders, as well as the holders
of two-thirds (2/3) of the share capital represented at the shareholders’ meeting.
The annual shareholders’ meeting is to be held each year before 30 June. The shareholders must be convened to the
shareholders’ meeting with 14 days prior written notice. For shares registered with nominees, the notice convening
the meeting will be sent to the nominee.
Transfer of ownership
There are no restrictions with regard to transfer and ownership of shares in Visma.
Shareholder policy
Visma aims to provide its shareholders with competitive returns on investments through a combination of increasing
share price and dividends. Visma considers it important that the market has regular access to updated information
about its performance. Visma maintains regular contact with investors and analysts.
4.7
Obligations Due to Listing of Visma on the Oslo Exchanges
As long as Visma is listed at the Oslo Exchanges, a number of obligations apply to Visma (the Board of Directors
and the General Manager) and to individuals, hereunder the foreign shareholders. Most of these rules are to be found
in the Norwegian Securities Trading Act (“STA”). The following is a brief summary of certain relevant rules in the
STA. It is emphasized that the summary is not exhaustive, that there are relevant rules which are not described and
that there are detailed rules regarding the issues described in the summary.
Insider trading rules
According to the insider trading rules, subscription, purchase, sale or exchange of the shares in Visma, or urge to
such disposition, must not be undertaken by anyone having information which is not publicly available or publicly
known in the market and which is suited for influencing the quotation of the shares (“Confidential Information”).
Before a member of the Board of Directors, an alternate member of the Board of Directors or a person belonging to
the management of the company makes or urges a subscription, purchase, sale or exchange of shares issued by
Visma, he or she shall make a proper investigation as to whether there is any Confidential Information in Visma
(STA Section 2-1).
Confidentiality
Anyone who due to his or her ownership in Visma or because of his or her work, commission or position of trust in
or for Visma has knowledge of Confidential Information, must avoid giving it to unauthorized persons (STA Section
2-2).
Manipulation of quotation
It is illegal to seek to dishonestly influence the quotation of Visma’s shares (STA Section 2-6).
Duty to notify the Oslo Exchanges
Members of the Board of Directors, alternate members and persons belonging to the management of Visma shall
immediately notify the Oslo Exchanges of any (personal) purchase, sale or subscription of Visma’s shares or other
instruments entitling to Visma shares. Such notice shall be sent to the Oslo Exchanges at the latest by the opening of
the Oslo Exchanges the day after the purchase, sale or subscription has taken place (STA Section 3-1).
Any enterprise owning shares in any other enterprise being listed at the Oslo Exchanges, and which due to such
ownership is being represented at the Board of Directors, must inform the Oslo Exchanges of any trade in such
shares.
25
Visma must submit a list to the Oslo Exchanges of the persons comprised by the above duty to notify (STA Section
3-1). There are detailed rules as to the content of the notification in STA Section 3-2. The Oslo Exchanges will make
the notification public.
Flagging
If a trade (including establishment of a share loan) gives the purchaser a total stake of shares or rights to shares
(subscription rights, options etc.) in Visma at or above 1/10, 1/5, 1/3, 1/2, 2/3, or 9/10 of the share capital or a
similar stake of the voting rights in the company, such trade shall immediately be notified to the Oslo Exchanges. A
similar obligation to notify applies to anyone who disposes of its stake of shares so that such stake is reduced to or
below the stated levels (STA Section 3-2). There are detailed rules regarding the content of the notification in STA
Section 3-2. The Oslo Exchanges will make the notification public.
Mandatory offer to all shareholders
Anyone who through trade becomes the owner of shares representing more than 40 per cent of the votes in Visma,
must tender for the purchase of the remaining shares in the company (STA Section 4-1). There are detailed rules
regarding the conditions of the offer.
Conditions for a de-listing of a company
A company may apply for a de-listing of the company’s share to the Board of the Oslo Exchanges. Such resolution
must be made by the shareholders’ meeting and requires the endorsement of at least two thirds of both the votes cast
and the share capital represented. The Board of the Oslo Exchanges decides on such application at its own
discretion, and its decision will inter alia depend on whether the interests of the minority shareholders have been or
will be taken satisfactory care of. The criteria for de-listing do not correspond to the criteria for listing. The Board of
the Oslo Exchanges shall always give weight to whether the minority shareholders of a listed company will be able
to sell or otherwise dispose of their shares when deciding on de-listing.
4.8
Trading Arrangements
VPS is Norway’s paperless centralized share registry. Public limited liability companies are obliged to register their
shares in VPS and to maintain a register of shareholders for the company in VPS. VPS is a computerized
bookkeeping system maintained by an independent body in which the ownership of, and all transactions relating to,
Norwegian listed shares must be recorded. Visma’s share register is operated through VPS.
All transactions relating to securities registered with VPS are made through computerized book entries. VPS
confirms each entry by sending a transcript to the registered shareholder irrespective of any beneficial ownership.
To effect such entries, the individual shareholder must establish a share account with a Norwegian account agent.
Norwegian banks, the Bank of Norway, authorized securities brokers in Norway and Norwegian branches of credit
institutions established within the European Economic Area are all allowed to act as such agents. The entry of a
transaction in VPS is prima facie evidence in determining the legal rights of parties as against the issuing company
or a third-party claiming an interest in the security. VPS is strictly liable for any loss resulting from an error in
connection with registering, altering or canceling a right, except in the event of contributory negligence, in which
event compensation may be reduced or withdrawn.
Under Norwegian law, a transferor of shares must ensure that the transfer is registered immediately after such
transfer. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to such shares
until his ownership has been registered with VPS.
Visma's VPS registrar/account operator is Nordea ASA, securities services. The securities no. of the Visma shares is
ISIN NO 000 305 4405.
4.9
Legal Proceedings
Visma is not involved in any significant legal proceedings or disputes regarding its business activities.
26
5. PRESENTATION OF LIINOS
All financial and other information presented in this Offer Document concerning Liinos has been extracted from,
and has been provided exclusively based upon the financial statements of Liinos for the financial year ended 31
December 2000, the interim report for the nine-month-period that expired on 30 September 2001, entries in the
Finnish Trade Register, the shareholders’ register of Liinos dated 21 December 2001 and other information
publicly available. Consequently, the Offeror does not accept responsibility for such information, except for the
correct restatement of such information herein.
5.1
Liinos in Brief
Liinos Plc. is a Finnish software company, which develops and markets a browser and Windows-based business
management software system (ERP system) for small and medium-sized companies with a turnover of FIM 20-500
million in selected customer segments.
Liinos was founded in the 1980’s. Its head office is located in Jyväskylä and the company has offices also in
Tampere, Turku and Espoo. The net sales of Liinos Group were EUR 11 million and the Group employed on
average 177 persons in 2000.
The activities of the company are organized according to the customer sectors. There are four strategic business
areas: Contracting and Energy, Industry, Wholesale and Specialized Trade and Property Management. Each
strategic business area forms a separate unit. Other organizational units are Product Development, Customer
Services, International Sales and Administration.
Contracting and Energy
Liinos is the market leader in the Contracting and Energy sector in Finland. The company’s customers are electrical
installation, heating, plumbing and air conditioning contractors, energy distributing and network construction
companies as well as industrial service organizations. Liinos has over 350 customers in this sector.
Industry
Liinos offers the most comprehensive ERP system in the market for small and mid-sized industrial companies. The
main customer segments are electrical and electronics industry, rubber and plastics industry and metal and
mechanical industry. Liinos’ current market share is over 15 per cent and it has over 250 clients.
Wholesale and Specialized Trade
The wholesale and specialized trade customer sector markets ERP systems mainly for technical wholesale. Liinos’
market share is over 15 per cent in this sector and it has more than 300 customers.
Property Management
Liinos is the market leader in the property management sector and has some 400 property management clients. The
company’s ERP system is applicable to property management companies, property repair and maintenance
companies, tenement house companies, communal housing offices, contractors as well as real-estate owners.
5.2
Objectives and Strategy
Liinos’ objectives are
1) to be the leading developer and supplier of value-added ERP and Internet systems, which generate benefits in
the form of efficiency and savings for small and mid-sized companies in selected customer segments
2) to expand into international markets in selected customer segments, and
3) to be the cost and market leader in each customer segment.
Liinos will strive to achieve these objectives with the following strategy:
Commercialization
The management of Liinos believes that maximally standardized industry-specific ERP systems are optimal for
small and mid-sized companies. Standardized systems enable the further standardization of sales, start-up, support
and product development activities. Through standardization Liinos will be able to avoid customizing, generating an
efficient installation, updating, start-up and maintenance service both for the customer and for Liinos itself.
27
Technology leadership
Liinos strives to achieve technology leadership through having a more efficient product development than its
competitors. Liinos product development is based on general program solutions, structural code of the applications
and short product family life cycles.
Specializing by branch
When expanding into a new customer branch Liinos develops special applications of that branch into an integrated
part of the Liinos’ ERP system jointly with the pilot clients.
Internet
The management of Liinos believes that as a supplier of total solution ERP systems it is essential to be able to
integrate the systems with Internet technology solutions.
Internalization by customer branch
Liinos’ objective is to become international in selected customer segments. Internalization will take place in markets
where it is possible to achieve a sufficient market share and where the market size is adequate. It is also important
that the operating methods in the market match the architecture and basic infrastructure of Liinos’ ERP system.
5.3
Key Figures for Liinos Group
The chart below presents the key figures for the Liinos Group for the past five financial years and for the nine
months financial period ending 30 September 2000 and 30 September 2001.
Net sales, EURt
Operating profit, EURt
Profit before extraordinary
items, EURt
Profit for the period, EURt
Return on investment
(ROI), %
Return on equity (ROE), %
Equity ratio, %
Interest bearing net debt,
EURt
Net gearing, %
Balance sheet total, EURt
Gross investments in fixed
assets, EURt
Research and development,
EURt
Average number of
personnel
Earnings/share, EUR
Equity/share, EUR
Dividend/share, EUR
1996
1997
1998
1999
2000
1.1.30.9.2000*
1.1.30.9.2001*
2 602
354
3 726
1 087
7 231
3 188
11 246
4 997
11 031
53
8 323
168
9 520
1 768
330
20
1 083
860
3 226
2 334
5 101
3 369
202
89
233
146
1 633
1 103
35.5
18.6
43.4
90.4
78.2
66.8
119.9
86.1
69.8
74.1
54.2
79.7
2.1
1.0
83.7
2.4
1.6
84.5
15.6
11.0
78.5
161
24.0
1 867
-554
-39.4
2 563
-2 840
-71.7
6 359
-2 814
-29.8
12 712
-5 192
-52.3
12 842
-4 017
-40.3
12 724
-7 196
-70.6
14 180
312
156
200
928
429
n/a
n/a
448
473
661
1 728
2 376
n/a
n/a
50
0.01626
0.08159
0.01261
54
0.09889
0.17120
0.01934
59
0.28131
0.48260
0.04864
104
0.34907
0.81671
0.06728
177
0.00812
0.83370
0.07
175
0.01280
0.83847
n/a
161
0.09271
0.85641
n/a
* The figures for the 9 months financial period ending 30 September 2000 and 30 September 2001 are unaudited.
5.4
Share Capital and Ownership Structure
Share Capital
The registered share capital of Liinos is on the date of this Offer Document EUR 2,498,416.62 consisting of
11,897,222 shares. The book counter value of each share is EUR 0.21. Liinos has one class of shares.
28
Liinos shareholders specified by their ownership on 21 December 2001 are presented in the table below.
Number of shares owned
1 - 1,200
1,201 - 10,000
10,001 - 100,000
100,001 Total
Number of
shareholders
3 423
307
83
18
3 831
% of
shareholders
89.35
8.01
2.17
0.47
100.00
Number of
shares
965 246
943 506
2 367 236
7 621 234
11 897 222
% of total
number of shares
8.11
7.93
19.90
64.06
The ten (10) largest shareholders in Liinos and their holdings on 21 December 2001 are presented in the table below.
Shareholder
1
Matti Häll
2
LEL Työeläkekassa
3
Nordea Pankki Suomi Oyj
4
Juha Nikkanen
5
Royal Skandia Life Assurance Ltd
6
Timo Häll
7
Risto Pitkänen
8
Tapio Sarpola
9
Maire Häll
10
Royal Skandia Life Assurance Ltd
Total 10 largest shareholders
Other
Total outstanding shares
No of shares
% of outstanding shares
1 669 559
728 750
712 103
582 063
553 941
495 291
443 104
442 566
432 948
253 493
6 313 818
5 583 404
11 897 222
14 %
6%
6%
5%
5%
4%
4%
4%
4%
2%
54 %
46 %
100 %
On the date of this Offer Document Liinos does not hold its own shares.
Warrants issued
The Annual General Meeting of Shareholders of Liinos has on 8 March 2000 decided to issue a total of 740,000
warrants (the “2000 Warrants”) to key personnel of the Liinos Group, the members of the Board of Directors of
Liinos and to a wholly-owned subsidiary of Liinos, which can subsequently distribute warrants to the key personnel
within the Liinos Group. The 2000 Warrants entitle to subscriptions of a maximum of 740,000 shares in Liinos. The
subscription price, as changed by the Extraordinary Shareholders Meeting of Liinos on 28 November 2000, is two
(2) euro. The subscription price shall be reduced, as of the relevant matching day, in the amount of any cash
dividend distributed after 1 March 2000 but prior to the share subscription. The exercise period commences in
sequences on 1 March 2001, 1 March 2002, 1 March 2003 and 1 March 2004 and ends in respect of all 2000
Warrants on 31 March 2006. Pursuant to the terms and conditions of the 2000 Warrants, if prior to the expiry of the
exercise period there arises a situation as provided in Chapter 14, Section 19 of the Finnish Companies Act and,
accordingly, shareholding of a shareholder exceeds 90 % of all the shares with the effect that the shareholder in
question has a redemption right and obligation against the minority shareholders, the holders of 2000 Warrants shall
be offered a possibility to subscribe for the shares within a time-period specified by the Board of Directors. Visma
and the Holders of 2000 Warrants have, however, subject to the completion of the Tender Offer, entered into an
agreement whereunder the parties have agreed that the 2000 Warrants are converted into rights to subscribe for
shares in Visma on similar terms as the 2000 Warrants, adjusted for the exchange ratio between the Shares and the
Offer Shares in Visma in the Tender Offer.
5.5
Share Price Development
Liinos was listed on the NM List of Helsinki Exchanges in October 1999. The offer price in Liinos’ initial public
offering was EUR 9 per Share. The share price has developed as follows (calculated pursuant to the closing price as
of 2 January 2002):
• Change 1 year: 18.54 per cent
• Change 2 years: -83.47 per cent
29
The chart below shows the price development of Liinos’ Share during the past 12 months prior to the announcement
of the Tender Offer.
3
2,5
Euro
2
1,5
1
0,5
7.
12
21 .20
.1 00
2.
2
4. 000
1.
18 200
.1 1
.2
1. 001
2.
15 200
.2 1
.2
1. 001
3.
15 200
.3 1
.
29 200
.3 1
.2
12 00
.4 1
.
26 200
.4 1
.
10 200
.5 1
.
24 200
.5 1
.2
7. 001
6.
21 200
.6 1
.2
5. 001
7.
19 200
.7 1
.2
2. 001
8.
16 200
.8 1
.
30 200
.8 1
.2
13 00
.9 1
.
27 200
.9 1
11 .20
.1 01
0
25 .20
.1 01
0.
8. 200
11 1
22 .20
.1 01
1.
6. 200
12 1
.2
00
1
0
During the past 12 months prior to the announcement of the Tender Offer the highest share price for Liinos has been
EUR 2.48 and the lowest EUR 1.53. The average trading price weighted by trade volumes during the past 12 months
prior to the announcement of the Tender Offer is EUR 1.94. The closing price for Liinos share on 7 December 2001
was EUR 1.93.
5.6
Shareholders’ Agreements and other Agreements related to the use of Voting Rights
Pursuant to the Share Exchange Agreement, the Major Shareholders have undertaken until the completion of the
Tender Offer or until the Offeror has announced that it will not complete the Tender Offer, not to propose or vote in
favor of, as directors at board meetings or as shareholders at general meetings, as applicable, material investments or
amendments in the business operations of Liinos without the prior written consent of Visma.
In the Share Exchange Agreement, the Major Shareholders have undertaken that prior to the completion of the
Tender Offer they will not contact any person, company, investment bank or similar with a view to sell or otherwise
dispose of the Major Shareholders’ Shares in Liinos, or enter into any kind of negotiations regarding such sale or
disposal of Liinos Shares with other parties than Visma, or recommend or otherwise promote the sale of Liinos
Shares to other parties than Visma.
The Major Shareholders may not tender their Liinos Shares in any other offer to purchase shares in Liinos
competing with Tender Offer made by Visma, or in any other way promote or recommend any such competing
offer.
The Offeror is not aware of any other shareholders’ agreements or other agreements relating to the use of voting
rights in Liinos.
5.7
Management and Auditors
Under the Finnish Companies Act and the Articles of Association of Liinos (see Annex E), the supervision and
administration of the company are divided between the Shareholders’ Meeting, the Board of Directors and the
Managing Director.
The Board of Directors
Under the Articles of Association of Liinos, the Board of Directors shall have no less than five (5) and no more than
eight (8) members. On the date of this Offer Document the Board of Directors consists of the following persons:
Juha Nikkanen – The Chairman of the Board, Director of Research and Development at Liinos
Matti Häll – Managing Director of Liinos
30
Timo Käkölä – Professor, University of Jyväskylä
Eero Peltola – Professor, Software Business Consultant
Jukka Rinnevaara – Managing Director of ABB Building Systems
The Managing Director
The Managing Director of Liinos is Matti Häll and his registered deputy is Kyösti Moisio. The Board of Directors of
Liinos has appointed Thomas Rohweder as Managing Director as of March 2002.
The Management Group
The company’s operative management is supported by the Management Group. The Management Group consists of:
Matti Häll – Managing Director
Arto Järvinen – Sales and Marketing
Maria Linnavirta – Support- and Maintenance Services
Kimmo Nikkanen – Service Centre
Ahti Niku – Internationalisation
Jari Vanhanen – Product Development
Harri Ylä-Viteli – Financial Management
The Auditors
The auditors of Liinos are Tilintarkastajien Oy–Ernst & Young and the responsible auditor is Johnny Forsström.
5.8
Financial Information
The financial statement of Liinos for the financial year ended 31 December 2000 and the interim report for the ninemonth-period that expired on 30 September 2001 are enclosed in this Offer Document (see Annex D).
Liinos has in its stock exchange announcement dated 21 December 2001 stated that it will release advance
information on Liinos Group’s financial statements on 10 January 2002. This Offer Document will be
complemented with such information so that the relevant information will be available to Liinos’ Shareholders from
11 January 2002 onwards at HEX Gate, Fabianinkatu 14, 00130 Helsinki, Finland.
5.9
Articles of Association
The Articles of Association of Liinos are enclosed in this Offer Document (see Annex E).
31
6. INVESTMENT CONSIDERATIONS
All investments in shares are subject to risks. The main risks related to Visma’s Tender Offer for Liinos are either
related to the Tender Offer itself or to the business operations of the combined entity. Sections 6.2 and 6.3 below
present an overview of such risks. These risks presented do not, however, cover a complete outline of the risks.
Section 6.1 briefly discusses certain elements relating to the transaction structure.
6.1
Transaction Structure
Listing of Visma on the Oslo Exchanges
Visma’s share is currently listed on the Main List of the Oslo Exchanges. Currently, Visma has no intention to list
its shares on the Helsinki Exchanges or any other Nordic exchange. Visma issues stock exchange announcements in
the Oslo Exchanges both in Norwegian and English language.
Transaction Costs
Since Visma is listed on the Oslo Exchanges, the transaction costs in relation to its shares may considerably differ
from the transaction costs on the Helsinki Exchanges. In addition, the annual custody fees for the shares may be
higher than for Finnish shares.
Taxation of the Transaction
The disposition of Shares as presented in this Offer Document is not considered a share exchange in accordance
with Finnish tax law. Any gain or loss arising from the exchange of the Shares in Liinos for the shares in Visma is
therefore taxable or deductible as capital income or loss for the Shareholders at the time of the transaction (for
further details, see Section 3.2).
6.2
Risk Related to the Tender Offer
Risk of the Tender Offer not being Completed
The public Tender Offer is subject to the “Conditions Precedent to the Completion of the Tender Offer” presented in
Section 2.3. There is therefore a risk that the Tender Offer will not be completed unless the conditions precedent to
the Tender Offer are fulfilled or waived by the Offeror. It may be possible that the Extraordinary General Meeting of
Visma does not authorize the Board of Directors of Visma to issue the Offer Shares to the Shareholders in Liinos or
there may be an material adverse change which could cause the Offeror not to complete the Tender Offer, or any
material issues revealed in the due diligence investigation that may not be resolved in a for Visma satisfactory
manner and Visma for such reason does not complete the Tender Offer (for further details, see Section 2.3).
Risk of the sale of the Offer Shares not being accomplished
As discussed in more detail in Section 2.7, Shareholders who have accepted the Tender Offer may grant
Handelsbanken an authorization to sell all or a part of the Offer Shares to be received by the Shareholders as
Exchange Consideration. In particular if the number of Offer Shares to be sold is high, there is a risk that such sale
will not be accomplished and that, accordingly, such shares will be distributed to the Shareholders.
Possible Volatility of Visma’s Share Price
The Shareholders who have accepted the Tender Offer and the Exchange Consideration will receive shares in Visma
in exchange for their Shares in Liinos (see Section 2.2) and are therefore subject to a risk related to the possible
fluctuation of Visma’s share price. If Visma’s share price will fall the Offer Shares will decrease in value. If
Visma’s share price, however, will rise the Offer Shares will increase in value.
Visma’s share price performance is subject to a number of factors that could include or exclude the following: the
future prospects for the company’s business, the industry in which it operates, an assessment of the management and
current operations and the general conditions of the securities market. The risk related to the volatility of Visma’s
share price is, however, highly comparable to the market risk Liinos’ Shareholders have been subject to when being
Shareholders in Liinos.
Fluctuations in Currency Exchange rates
The shares of Visma are listed on the Main List of the Oslo Exchanges and the company’s shares are therefore
quoted in Norwegian krones (NOK). The Shareholders who have accepted the Tender Offer and the Exchange
Consideration will receive shares in Visma in exchange for their Shares in Liinos (see Section 2.2), and are therefore
subject to a currency exchange risk. If the NOK weakens compared with the euro the Offer Shares will also decrease
in value. If the NOK, however, strengthens compared with the euro, the Offer Shares will be subject to an increase
in value.
32
6.3
Business Risks
Realization of synergies
One of the motives with the transaction is to seek value added for both owners as well as for customers through the
realization of synergies by combining the two businesses. Synergies are mainly expected to be found by coordinating the research and development functions. There will, however, be uncertainties to what extent the
synergies will be realized.
Key employees
The businesses of Visma and Liinos are based on the know-how and creativity of their employees. The loss of key
employees within a short period of time can therefore affect the business negatively. There is a small risk for
uncertainty in connection with the combination of the businesses and that certain employees will leave as a
consequence of this. In connection with the combination there is a plan to have a close dialogue with the employees
on the combination and the reorganizations due to the combination.
Development of technology
The market for Enterprise Resource Planning (ERP) software is characterized by competition and development of
the technology. The development of technology and software that does not meet the markets expectations can
therefore lead to significant negative consequences.
The combined group will seek to reduce these risks by concentrating on modern technologies and by retaining a
stable customer group diversified over several business sectors. Although both companies have developed testing
and quality systems to detect possible problems in an early phase there can be problems and weaknesses in the
products. The combined group will seek to limit its responsibility in connection with such problems through
paragraphs in the agreements with its customers and agents. It is expected that the combined group can meet the
technology development and diversify the risks better than they can independently.
Competition
Both Visma and Liinos have a strong market position in their respective markets for ERP-software for small and
medium sized enterprises. Both companies have showed that they are competitive in terms of price, quality and
distribution. The competition has, however, intensified during the last year because large international groups have
started to penetrate the market of ERP-software for small and medium sized enterprises. The increased competition
might have a negative impact on the profitability of the combined group. It is, however, expected that the combined
group will be stronger as one entity than the two companies standing on their own.
Foreign exchange rates
The combined group will have operations in several countries. Visma has a main part of its income invoiced in NOK
and SEK, whereas Liinos has a main part of its invoicing in euro. Changes in foreign exchange rates might impact
both the profit and the net assets of the combined group.
Forward-looking Statements
This Offer Document contains certain forward-looking statements concerning Visma’s plans regarding the
development of Liinos, such as its expected growth in revenues, turnover growth and cost synergies. These
statements are based on current plans, estimates and projections, as well as on expectations of external conditions
and events. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they
are made. A number of factors could cause the actual results to materially differ from those expressed in the
forward-looking statements in Offer Document.
33
ANNEX A: AUDITOR’S STATEMENT ON THE RESTATED FIGURES
Statement from auditor regarding preparation of restated profit and loss and balance sheet figures for 1999 and 2000
to reflect the impact of the merger between Visma ASA and SPCS-Gruppen ASA in 2001
To the shareholders of Visma ASA
RESTATED PROFIT AND LOSS AND BALANCE SHEET FIGURES FOR 1999 AND 2000
The restated profit and loss and balance sheet figures for 1999 and 2000 are prepared based on the audited group
financial statements for each of the merged companies Visma ASA and SPCS-Gruppen ASA. Arthur Andersen &
Co has audited the financial statements of Visma ASA for 1999 and 2000 while Deloitte & Touche has audited the
financial statements of SPCS-Gruppen ASA in the same period. The merger has been accounted for as a uniting of
interests, which implies that the restated profit and loss and balance sheet figures for 1999 and 2000 include the
combined business performed by the two groups in that period. The restated profit and loss and balance sheet figures
for 1999 and 2000 have been adjusted as described in the note disclosures to the profit and loss and balance sheet
figures.
The Board of Directors of Visma ASA is responsible for the preparation of the restated profit and loss and balance
sheet figures for 1999 and 2000 and for the underlying assumptions that are described in the note disclosures to the
profit and loss and balance sheet figures. Our review has included procedures that we consider necessary in these
circumstances.
We have performed the audit according to generally accepted auditing standards and our audit opinion is prepared
according to the audit standard RS 800 “The auditors opinion concerning special purpose audit engagements”. We
have performed the audit procedures that we consider necessary to provide adequate support for our opinion.
We have performed certain tests related to the preparation of the restated group profit and loss and balance sheet
figures and have verified that these figures reflect Norwegian Generally Accepted Accounting Practice concerning
mergers accounted for as a uniting of interests.
Arthur Andersen & Co.
Vegard Stevning (sign)
State Authorized Public Accountant (Norway)
Oslo, 30 March 2001
34
ANNEX B: ACCOUNTING DIFFERENCES
The main differences between Finnish and Norwegian Generally Accepted Accounting Principles (F GAAP and N
GAAP) are described below. The description is mainly focusing on differences that are considered relevant for
either the current Visma or the current Liinos operations.
Acquisitions
In case a company issues shares when acquiring a business, e.g. through a merger or through purchasing of shares,
these acquisitions have to be recognized at market value according to N GAAP, while they could be recognized at
book value according to F GAAP.
F GAAP has no specific rules regarding the setting up of provisions in the context of business combinations
accounted for as acquisitions.
According to N GAAP one operational criteria must be met, the so-called size- criterion, when accounting for
business combinations under the pooling method. The size criterion implies that the size of the companies could be
no larger than 52 per cent against 48 per cent.
Disclosures
According to F GAAP, there are no specific rules regarding the disclosures of discontinuing operations, segment
assets and liabilities or cash flow statements. According to N GAAP these issues have to be addressed in the
disclosures.
Leases
The capitalization of financial leases and accounting for sale and leaseback transactions as stated in IAS is optional
according to F GAAP in consolidated accounts. The capitalisation of financial leases and accounting for sale and
leaseback transactions as stated in IAS is mandatory according to N GAAP.
Deferred tax
According to F GAAP accounting for deferred tax can be calculated on the basis of timing differences rather than
temporary differences; and partial rather than full allocation can be used. In addition, according to F GAAP deferred
tax assets can only be recognized on a strictly prudent basis. According to N GAAP deferred tax are calculated on
temporary differences and full allocation has to be used. According to N GAAP deferred tax assets are recognized if
certain criteria are met.
Other issues
According to F GAAP extraordinary items are defined more widely than under IAS, and can include the effect of
accounting policy changes, gains or losses on disposal of business, and restructuring costs. According to N GAAP
there is a requirement to accrue for proposed dividends as of balance sheet date although they are not yet declared,
while according to F GAAP that is only allowed if certain very strict criteria are met.
35
ANNEX C: HISTORIC FINANCIAL INFORMATION OF VISMA
The following Visma figures show the official Visma profit and loss statements and balance sheets including
businesses that have been sold in the period and including the current businesses from the time of acquisition. The
figures include Visma Marine Group up and until the sale in October 2000 and SPCS from 1 January 2001 which is
the date the merger between Visma and SPCS was carried out for accounting purposes. References are made to
Section 4.3 in the Offer Document.
Index to Financial Statements
Page
CONSOLIDATED HISTORIC PROFIT AND LOSS ACCOUNTS FOR 1998-2000, 1-9/2000 AND 1-9/2001 .....37
CONSOLIDATED HISTORIC BALANCE SHEETS FOR 1998-2000, 1-9/2000 AND 1-9/2001 ...........................38
CONSOLIDATED HISTORIC CASH FLOW STATEMENTS FOR 1998-2000 .....................................................39
GROUP FINANCIAL HISTORIC KEY FIGURES 1996-2000, 1-9/2000 AND 1-9/2001 .......................................40
PARENT COMPANY HISTORIC PROFIT AND LOSS ACCOUNTS FOR 1998-2000.........................................42
PARENT COMPANY HISTORIC BALANCE SHEETS FOR 1998-2000...............................................................43
PARENT COMPANY HISTORIC CASH FLOW STATEMENTS FOR 1998-2000................................................44
HISTORIC CONSOLIDATED FINANCIAL STATEMENT 2000...........................................................................45
AUDITOR’S REPORTS 1998-2000...........................................................................................................................68
INTERIM REPORT 1-9/2001.....................................................................................................................................71
36
CONSOLIDATED HISTORIC PROFIT AND LOSS ACCOUNTS FOR 1998-2000, 1-9/2000 AND 1-9/2001
1998
1999
2000
1-9/20001
1-9/20011
289 030
330 014
944 0812
266 197
582 979
Cost of goods sold
48 462
46 654
25 608
21 382
51 919
Wages and salaries
127 478
147 409
154 132
118 595
320 421
8 761
8 327
16 021
11 335
25 591
NOK 1,000
Operating revenues
Operating expenses
Depreciations and amortizations
Bad debts written off
3 021
5 496
3 991
4 355
15 135
82 075
88 393
85 556
67 994
130 799
269 797
296 279
285 308
223 662
543 866
Operating profit
19 233
33 735
658 773
42 535
39 113
Financial income
7 402
9 211
14 489
5 497
36 132
Financial expenses
6 136
4 404
16 378
3 428
6 636
1 266
4 807
-1 889
2 069
29 495
Profit before tax
20 499
38 542
656 884
44 604
68 609
Tax expenses
10 516
12 377
191 717
12 489
25 154
9 983
26 165
465 167
32 115
43 454
Net profit
1
2
Unaudited.
Contains the sale of Visma Marine ASA.
37
CONSOLIDATED HISTORIC BALANCE SHEETS FOR 1998-2000, 1-9/2000 AND 1-9/2001
31.12.1998
31.12.1999
31.12.2000
30.9.20001
30.9.20011
ASSETS
Patents and other intangible assets
Deferred tax asset
Goodwill
Total intangible property
3 998
25 327
656
29 981
10 915
29 291
60 182
100 388
6 796
0
49 797
56 594
7 664
17 508
59 052
84 224
7 381
0
303 556
310 937
Total fixed assets
1 453
12 105
13 558
5 134
15 898
21 032
3 007
1 896
4 903
7 536
16 183
23 719
3 007
49 908
52 915
Shares
Other long term debtors
205
288
493
44 032
3 116
1 812
4 928
126 348
89 613
7 679
97 292
158 789
25 104
9 903
35 007
142 949
784
18 736
19 521
383 372
2 985
2 849
100
6 993
4 939
65 835
9 445
75 280
79 565
9 708
89 273
21 818
1 268
23 086
67 439
15 615
83 054
131 021
26 812
157 833
Shares
Total assets
0
66 963
145 228
189 260
0
61 235
153 357
279 705
11 250
631 513
665 949
824 738
0
83 201
173 248
316 198
8 750
476 285
647 807
1 031 178
Share capital
Minority interests
Total equity
146 267
(12 701)
0
133 566
110 469
82 308
12 455
205 231
80 332
470 322
3 523
554 177
83 295
149 692
392
233 379
136 487
449 003
20 736
606 226
700
1 869
2 569
1 190
2 855
4 045
98
131 099
131 197
1 535
4 010
5 546
2 014
118 211
120 225
357
5 515
0
2 346
4 619
2 192
14 056
20 641
2 039
0
13 840
52 768
55 694
189 260
3 143
15 767
22 228
2 673
0
21 103
64 914
74 473
279 705
0
4 799
17 653
28 271
83 732
4 909
139 364
270 561
824 738
5 851
11 190
12 480
2 327
0
43 080
74 927
82 819
316 198
3 593
31 991
62 457
38 939
0
163 128
300 108
424 952
1 031 178
NOK 1,000
Inventories
Trade debtors
Other current debtors
Total receivables
Total provisions
Ordinary bank overdraft
Trade creditors
VAT, payroll with. taxes and soc. Sec.
Current tax payable
Dividend
Other non interest-bearing liabilities
Total liabilities
1
Unaudited.
38
CONSOLIDATED HISTORIC CASH FLOW STATEMENTS FOR 1998-2000
1998
1999
2000
20 499
-879
0
8 761
0
0
0
0
-442
-5 604
38 542
0
0
8 327
0
0
0
0
0
-2 039
656 884
0
-627 640
16 021
0
12 038
-17 180
0
0
-2 863
Cash flow from operations
Change in inventory, debtors and creditors
Change in other accruals
22 335
-16 995
480
44 830
-11 884
22 609
37 260
446
32 787
(A) Net cash flow from operational activities
Sale of tangible fixed assets
Investment in tangible fixed assets
Sale of businesses
Sale of shares
Investment in shares
Change in other investments
5 820
13 178
-13 103
0
0
-140
1 633
55 555
350
-12 741
0
216
-3 127
69 854
70 493
3 850
-5 336
649 062
390
-128 114
-23 560
1 568
130
-5 842
-4 229
3 430
0
0
-85 156
0
0
951
22 922
0
0
496 292
0
0
0
37 950
0
-34 457
6 511
23 873
3 493
877
-5 728
570 278
Cash and cash equivalents 1 Jan.
66 086
66 963
61 235
Cash and cash equivalents 31 Dec.
66 963
61 235
631 513
NOK 1,000
Ordinary profit/loss before tax
Profit/loss on disposal of assets
Profit/loss on disposal of business
Depreciation
Write-downs of fixed assets
Write-down of short-term shareholdings
Profit/loss on sale of short-term share investments
Group contribution received/paid
Translation difference
Taxes paid
(B) Net cash flow from investments
New debt
Repayment of existing debt
Change in bank overdraft
New paid-in equity
Dividends paid and received
Purchase of own shares
(C) Net cash flow from financing activities
(A+B+C) Net cash flow for the year
39
GROUP FINANCIAL HISTORIC KEY FIGURES 1996-2000, 1-9/2000 AND 1-9/2001
Figures in NOK ('000)
Turnover
Operating profit
Operating profit margin
Result before extraordinary items
Result before extraordinary
items - margin
Result before account transfers
and taxes
Result before account transfers
and taxes - margin
Net profit
Net profit margin
Net profit (majority share)
Shareholders' equity
Equity ratio
Net debt
Net gearing
Invested capital
Total capital
ROE
ROI
Gross investments in fixed assets
In % of turnover
Research and development
In % of turnover
Average number of personnel
Earnings/share (NOK)
Equity/share (NOK)
Dividend/share (NOK)
Net profit per share (NOK)
Dividend/net profit
Effective dividend income as %
No of shares (end of period in 000)
Average no of shares (in 000)
P/E (end of period)
Market value (end of period)
Exchange of shares (000)
In % of average number of shares
outstanding
1996
1997
1998
1999
216 462
11 282
5%
16 090
270 179
-91 274
-34 %
-81 527
289 030
19 233
7%
20 499
330 014
33 735
10 %
38 542
944 081
658 773
70 %
656 884
266 197
42 535
16 %
44 604
582 979
39 113
7%
68 609
7%
-30 %
7%
12 %
70 %
17 %
12 %
16 090
-81 527
20 499
38 542
656 884
44 604
68 609
7%
12 111
6%
12 083
59 400
33 %
18 200
31 %
77 600
182 162
25 %
17 %
25 018
12 %
29 000
13 %
345
5.70
28.01
0
5.7
0%
0%
2 121
2 121
17
200 163
6 478
-30 %
-62 390
-23 %
-62 239
90 042
53 %
-59 600
-66 %
30 442
169 937
-83 %
-169 %
36 686
14 %
52 500
19 %
315
-8.80
6.25
0
-8.8
0%
0%
14 395
7 072
-5
574 085
13 105
7%
9 983
3%
10 073
133 566
71 %
-64 619
-48 %
68 947
189 260
9%
39 %
13 103
5%
31 500
11 %
325
0.69
9.36
0
0.7
0%
0%
14 266
14 569
32
318 274
19 389
12 %
26 165
8%
25 976
192 776
69 %
-55 693
-29 %
137 083
279 705
16 %
33 %
82 595
25 %
44 000
13 %
348
1.76
12.22
0
1.8
0%
0%
15 781
14 740
32
899 044
22 179
70 %
465 167
49 %
464 951
550 654
67 %
-642 763
-117 %
-92 109
824 738
125 %
2930 %
28 896
3%
48 300
5%
344
29.40
32.88
5
29.4
17 %
10 %
16 746
15 812
2
803 808
43 256
17 %
32 115
12 %
32 340
232 987
74 %
-75 004
-32 %
157 983
316 198
15 %
29 %
na
na
na
na
340
1.97
14.04
0
2.0
0%
0%
16 589
16 423
27
895 806
37 532
12 %
43 454
7%
39 389
585 490
57 %
-476 823
-81 %
108 667
1 031 178
7%
472 %
na
na
na
na
1 028
1.44
21.45
0
1.6
0%
0%
27 297
27 297
37
1 474 038
16 136
305 %
185 %
133 %
150 %
274 %
229 %
59 %
The key figures are calculated according to the following formulas:
Net debt:
Interest bearing liabilities – cash at bank and in hand and other marketable securities
Invested capital:
Shareholders’ equity + net debt
Return on equity (ROE):
Average shareholders’ equity
40
2000 1-3Q/2000 1-3Q/2001
Return on investment (ROI):
Operating profit
Average invested capital
Equity/ share:
Shareholders’ equity
Number of shares at the end of the period
Equity ratio:
Shareholders‘ equity
Total capital
Net gearing:
Net debt
Earnings/share:
Average number of shares
Net profit/share:
Net profit
Average number of shares
Dividend/share:
Dividend
Number of shares at the end of the period
Dividend/net profit:
Dividend/share
Net profit/share
Effective dividend yield:
Dividend/share
Share price at the end of the period
P/E:
Closing price of share at the end of the period
Earnings/share
41
PARENT COMPANY HISTORIC PROFIT AND LOSS ACCOUNTS FOR 1998-2000
1998
1999
2000
35 630
12 385
30 011
Cost of goods sold
393
0
0
Wages and salaries
6 059
7 244
9 175
Depreciations and write offs
1 441
614
2 229
9 511
4 956
4 907
17 404
12 814
16 311
Operating profit
18 226
-429
13 700
Financial income
2 908
6 258
87 292
Financial expenses
-44 032
-1 419
-19 172
-41 124
4 839
68 120
Profit before tax
-22 898
4 410
81 820
-6 972
867
-919
-15 926
3 543
82 739
NOK 1,000
Operating revenues
Operating expenses
Tax expenses
Net profit
42
PARENT COMPANY HISTORIC BALANCE SHEETS FOR 1998-2000
31.12.1998
31.12.1999
31.12.2000
ASSETS
Deferred tax assets
Goodwill
Other intangible assets
Total intangible property
22 286
0
1 755
24 041
13 278
0
0
13 278
6 840
0
0
6 840
Total fixed assets
1 453
3 017
4 470
1 453
2 136
3 589
3 007
0
3 007
Shares
Other long term receivables
25 659
0
25 659
80 290
0
80 290
84 133
7 551
91 684
54 170
97 157
101 531
0
0
0
Intercompany receivables
Accounts receivables
Shares
Other current receivables
Total receivables
44 131
0
0
371
44 502
55 955
0
0
94
56 050
121 510
139
11 250
49
132 948
41 286
23 458
22 809
85 788
79 508
155 757
Total assets
139 958
176 665
257 288
Share capital
146 267
-14 827
110 469
63 920
80 332
88 640
Total shareholders’ equity
131 440
174 389
168 972
Total provisions
0
0
0
0
0
0
0
0
0
Minority interests
0
0
0
0
0
0
0
1 055
7 103
0
0
360
8 518
8 518
139 958
0
242
1 734
0
0
301
2 277
2 277
176 665
0
47
3 084
0
83 732
1 453
88 316
88 316
257 288
NOK 1,000
Inventories
Bank overdraft
Accounts payable
Public duties, holiday pay payable, etc
Tax payable
Allocated to dividend
Other current liabilities
Total liabilities
43
PARENT COMPANY HISTORIC CASH FLOW STATEMENTS FOR 1998-2000
1998
1999
2000
Ordinary profit/loss before tax
Depreciation
Profit/loss on sale of short-term share investments
Group contribution received/paid
Taxes paid
-22 898
-866
0
1 422
39 712
0
0
1 117
0
0
4 410
0
0
614
0
0
0
0
0
0
81 820
3 940
0
2 229
0
14 553
-14 105
0
0
0
18 507
-12 766
-946
5 024
-813
-40 099
88 437
-334
-40 731
(A) Net cash flow from operational activities
Sale of businesses
Sale of shares
4 795
11 011
-2 406
0
0
-32 250
2 441
-35 888
350
-84
0
417
-7 300
1 755
47 372
0
-1 647
0
390
-50 257
0
(B) Net cash flow from investments
New debt
New paid-in equity
-21 204
0
-2 649
0
3 430
0
0
4 862
0
0
0
22 922
0
0
-51 514
0
0
0
37 950
0
-34 457
781
22 922
3 493
-15 628
-17 828
-649
Cash and cash equivalents 1 Jan.
56 914
41 286
23 458
Cash and cash equivalents 31 Dec.
41 286
23 458
22 809
NOK 1,000
(C) Net cash flow from financing activities
(A+B+C) Net cash flow for the year
44
HISTORIC CONSOLIDATED FINANCIAL STATEMENT 2000
Annual Report Visma ASA 2000
45
B a c k , f r o m l e f t : C h r i s t i a n Fr. C h r i s t e n s e n , G u n n a r B j ø r k a vå g ,
S ve i n R i b e A n d e r s s e n , S ve i n S t a ve l i n , Fr o d e B e r g .
Fr o n t , f r o m l e f t : To r e B j e r k a n , S ve i n R a m s a y G o l i , Ø y s t e i n M o a n .
46
Board of directors report
In September 2000, Visma announced an agreement to
sell the Visma Marine division to the Dutch company
Station 12, owned by the telecommunications companies KPN and Telstra. The agreement was effected on
October 25th, and Visma received about NOK 730
million in cash on this date. The transaction comprised
the sale of the net assets of the company, and Visma
recognized NOK 616 million as other operating
revenues in the fourth quarter of 2000. This contributed NOK 610 million to the operating profit in 2000.
The purchase price was more than 3.5 times the value
of Visma Marine's sales in 2000, and more than 60
times the profit after tax. Although Visma Marine was
an interesting business, its growth potential was somewhat limited, with a 40% global share in its core
market. There was relatively high operational risk
associated with the fact that the business was active in
15 countries all over the world. The Board of Directors
of Visma ASA is therefore satisfied with the price
achieved. Income from the sale will be used to
develop Visma into a company with faster growth and
higher profitability that would have been the case with
the Visma Marine Division as part of the Group.
2000 - IN A YEAR OF CHANGE
Visma ASA now functions purely as a holding company,
located at Lysaker in Bærum. For Visma, 2000 was a
year of restructuring. In 1999, the company was
organized as three separate divisions. To create a
focused enterprise, two of these divisions were separated from the company and sold in 2000. Over the past
three years, investors and analysts have questioned the
synergy between Visma's divisions. Lack of synergy
between the divisions was indeed an obstacle to
Visma's growth. This obstacle has now been removed,
and Visma has laid the foundation for strong growth in
2001 and the future.
During the second quarter of 2000, Visma Logistics
AS merged with the companies Morell AS, Intraview
AS, and Info-Expert AS. The result of the merger was
Exense ASA, a consulting and development company
in net-centric applications. Its customers are large
companies, public-sector organizations, banks and
financial institutions. In August 2000, Exense was
listed on the Oslo Stock Exchange. After the merger,
Visma ASA owned 49% of the shares in Exense. In
July 2000, Visma transferred 25% of these shares to
Visma shareholders through repayment of share capital in Visma ASA. After the transaction, Visma holds
24% of the shares in Exense. Visma has a long-term
commitment to Exense, but wishes to reduce its
holding gradually to less than 20%.
After the sale of the Logistics and Marine divisions,
Visma's remaining division is Visma Business ASA - a
company dedicated to financial systems, or ERM
(Enterprise Resource Management). The company has
extended the definition of a financial system to cover
not only software, but also services for companies that
prefer to outsource their financial function instead of
using financial management software themselves.
In November 2000, Visma Business ASA acquired the
TimeEase products from Exense, because of increased
sales and the central role of these products in Visma's
new strategy.
27
47
For Visma Business, 2000 was a good year. Sales
increased by 26%, and operating profit by 59%.
The operating margin for 2000 was about 16%, which
is higher than most competitors achieved for the
year.
In September 2000, the quality system of Visma
Business ASA was certified in accordance with ISO
9001. In every enterprise, financial systems and
financial functions play a critical role. For a supplier
such as Visma, quality is therefore extremely
important. Visma focuses on eliminating errors in
software at the earliest possible stage. To achieve high
customer satisfaction, Visma uses a Web-based
support system, where both resellers and Visma's own
employees record all support requests and error
reports. The system is used to track the resolution of
all problems as well as to provide statistics on quality.
Good customer support, rapid problem-solving and
error-free software are important factors for promoting customer satisfaction. Visma continues to strive
for even higher quality, however; it has an active
quality process to ensure constant improvement of
routines for business practice.
All distribution of the primary product, Visma
Business, takes place indirectly through resellers in
Norway, Sweden, Denmark, the UK, Lithuania and
Germany. Of total licence sales, 95% comprises Visma
Business and the new products TimeEase and
TimeWeb. All of these products are SQL-based, and
the distribution channel has the expertise needed to
implement modern software technology. This provides
an advantage over a number of competitors. The sale
of new licences increased by 18% from 1999, which is
satisfactory considering that 2000 was a difficult year
for the ERM sector.
At the end of 2000, Visma Business had about 12,000
customers with fixed annual maintenance contracts.
Of these, 9,000 were using older character-based
systems. The large customer base ensures substantial
opportunities for upgrades for many years ahead.
Maintenance income for 2001 will be about NOK 85
million, nearly 60% of annual sales. Maintenance
agreements are invoiced in January, but the income is
accrued throughout the year.
"GOING CONCERN" PRINCIPLE
The accounts have been prepared on the assumption
that the company is a going concern. Profit forecasts
for 2001 as well as the growth and the extremely
strong financial position of the Group form the basis
for this assessment.
EXTERNAL GROWTH THROUGH ACQUISITION
In September 2000, Visma Business ASA entered into
an agreement to buy 50.1% of the shares in Next
Financial AS. Visma has an option to buy the remaining shares in the company during the first half-year
of 2002. The company develops the Web service
TimeWeb as well as the financial system Next
In the second half-year of 2000, both Visma Business
AB in Sweden and Visma Business UK Ltd showed
modest profits. Visma will continue with cautious
international expansion, with a stronger focus on
Denmark in 2001 as well as plans for starting
operations in Finland.
28
48
Financial. TimeWeb is a time and project management
system for all types of service companies. At the end
of 2000, more than 1,000 people were using
Ti<meWeb daily. With the addition of TimeEase, a
product specially designed for project-oriented businesses, Visma offers an excellent selection of time and
project management systems. TimeWeb and TimeEase
function as pre-processing systems for Visma Business.
Visma Marine came to NOK 616 million. The
operating profit was NOK 659 million, compared with
NOK 34 million in 1999. The sale of Visma Marine
contributed NOK 610 million to this. EBITDA
amounted to NOK 675 million (NOK 42 million in
1999), while the profit after minority interests was
NOK 465 million (NOK 26 million in 1999). At
the end of 2000, the majority's share of the equity
amounted to NOK 551 million (NOK 193 million
in 1999), corresponding to 67% of the total assets.
After the sale of Visma Marine, Visma created a new
division, Visma Services. The division will offer
outsourcing of business processes linked to the use of
accounting and ERM systems. There is excellent
synergy and close cooperation between Visma
Services and Visma Business, which develops all the
software according to the needs of Visma Services.
The Visma Business division had an excellent year in
2000, with an operating profit of NOK 23 million on
sales of NOK 145 million. Growth in relation to 1999
was 26% for sales and 59% for operating profit.
Visma Business achieved an operating margin of 16%,
compared with 12.7% in 1999. In the 4th quarter, the
division achieved sales of NOK 41 million and an
operating profit of NOK 8.1 million, corresponding to
an operating margin of about 20%.
Rapport Consult and Factor Online were acquired as
part of the development of the new division. Visma
Services is expected to undertake further acquisitions
in 2001, in both Norway and Sweden. This market for
outsourcing services is ready for consolidation, and
Visma will use its considerable financial resources to
become a major supplier in the Scandinavian market.
At the end of 2000, the Group had NOK 643 million in
cash and cash equivalents, 0.68 million shares in
Visma ASA, and 7.5 million shares in SPCS ASA. To
a large extent, the company's own shares will be used
to pay for future acquisitions.
When acquiring companies, Visma primarily uses its
own shareholdings in Visma ASA, as well as cash
payments. Visma will therefore extensively buy its
own shares in the market during the process of
developing Visma Services.
Most of the cash in the Group and the shares in SPCS
ASA have been recorded in the accounts of the subsidiary Visma Marine AS. In March 2001, a merger plan
for Visma Marine AS and Visma ASA will be
prepared. At present Visma Marine AS has no operations. The Visma Marine division was consolidated in
Visma's figures for the first 10 months of 2000. In this
period the division achieved sales of NOK 161 million
and an operating profit of NOK 8 million.
REVIEW OF THE ANNUAL ACCOUNTS
The Visma Group achieved operating revenues of
NOK 944 million in 2000, compared with NOK 330
million in 1999. Of this, income from the sale of
29
49
The new Visma Services division achieved sales of
NOK 5 million and an operating margin of 18.0%,
which is satisfactory.
WORKING ENVIRONMENT
Working conditions are regarded as good. Despite the
limited risks of the working environment, the company
promotes activities in HSE (Health, Safety
and Environment). Visma has its own HSE groups.
A safety representative has been appointed, and HSE
procedures form part of Visma’s quality system. Sick
leave at Visma’s Norwegian operations totalled 2.6%
in 2000. No injuries or accidents occurred in connection
with work tasks carried out at Visma during 2000.
At December 31st,, 2000, accounts receivable including VAT totalled NOK 21.8 million, compared with
NOK 79 million the previous year. The credit period is
better than for many comparable companies. The
company's valuation of accounts receivable is conservative, and it has allocated provisions corresponding
to about 20% of all receivables, excluding VAT. The
company has depreciated tangible fixed assets and
amortized intangible assets by a total of NOK 16
million in 2000, and tangible assets amounted to only
NOK 4.9 million at the end of 2000. The company has
no interest-bearing debt. Its balance sheet is lean and
liquid, and current assets amount to more than 10
times the current liabilities.
At the end of 2000, the Visma Group had 180 (404)
employees.
EXTERNAL ENVIRONMENT
In 2000, Visma ASA had a profit of NOK 82,739,000.
In the opinion of the Board of Directors of Visma
ASA, the company's operations do not pollute the
environment. In financial systems, Visma’s products
contribute to greater productivity in many enterprises,
with lower consumption of financial and material
resources.
The proposed allocation of the profit is (NOK):
OUTLOOK FOR 2001
APPLICATION OF ANNUAL PROFIT
Group contribution received
Other equity
With activities concentrated on financial functions, as
a supplier of both software and outsourcing services,
Visma is now a focused company with a clear strategy
and great ambitions. Visma has the strongest balance
sheet among Nordic ERP companies. Visma will use
its resources to create rapid growth within the framework of clear profitability requirements. Healthy
organic growth is expected, but Visma also aims for
strong external growth through further acquisitions in
the outsourcing sector in 2001 and 2002.
83,732,000
(18,916,000)
17,923,000
Distributable equity at 31 December in Visma ASA is
NOK 79,173,000. The Board proposes to the
general meeting that a dividend of NOK 5 per share be
declared.
30
50
In November 2000, Visma announced that it had
acquired 13.7% of the shares in its competitor SPCS
ASA. This company has been Visma Business's main
competitor in Norway, and holds a very strong position
in Sweden. Both the market and the management of
both companies have clearly expressed that a merger
would result in great industrial synergies. In February
2001, the companies announced that they had agreed
to prepare a proposal for a merger of the companies.
This proposal will be considered by General
Assemblies of the respective companies in April 2001.
A merger with SPCS ASA would make the combined
enterprise one of the five largest companies in
Scandinavia in the ERM sector, and one of the largest
software companies in Norway, with more than 600
employees.
Lysaker, February 15th , 2001
Svein Ramsay Goli
Chairman Of The Board
Visma ASA
Christian Fredrik Christensen
Frode Berg
Svein Ribe-Anderssen
Svein Stavelin
Øystein Moan
CEO
Visma ASA
Gunnar Bjørkvåg
31
51
Profit & loss
VISMA ASA
CONSOLIDATED
1998
1999
2000
32 210
12 000
15 908
(NOK thousand)
Note
2000
1999
1998
311 119
323 139
282 486
Operating revenues
3 420
385
14 103
35 630
12 385
30 011
Sales revenues
2
Other operating revenues
Total operating revenues
632 962
6 875
6 544
944 081
330 014
289 030
Operating expenses
393
0
0
6 059
7 244
9 175
Salaries
Cost of goods sold
1 441
614
2 229
Depreciation and write-downs
9 511
4 956
4 907
17 404
12 814
16 311
18 226
(429)
13 700
3,16
25 608
46 654
48 462
154 132
147 409
127 478
4,5
16 021
8 327
8 761
8,16,7
89 547
93 889
85 096
285 308
296 279
269 797
Operating profit
658 773
33 735
19 233
Financial items
2 908
6 258
87 292
Financial revenues
9
14 489
9 211
7 402
(44 032)
(1 419)
(19 172)
Financial expenses
9
(16 378)
(4 404)
(6 136)
(41 124)
4 839
68 120
Net financial items
(22 898)
4 410
81 820
Ordinary profit / (loss) before tax
0
0
0
Tax payable
10
10
(1 889)
4 807
1 266
656 884
38 542
20 499
27 580
3 020
3 511
(6 972)
867
(919)
Change in deferred tax
164 137
9 357
7 005
(6 972)
867
(919)
Total tax expense
191 717
12 377
10 516
(15 926)
3 543
82 739
Profit/loss for the year
465 167
26 165
9 983
Minority interests
Profit/(loss) after minority interests
0
0
0
(1 117)
0
(18 916)
0
0
83 732
(14 809)
3 543
17 923
(15 926)
3 543
82 739
Transfers and allocations
216
189
(90)
464 951
25 976
10 073
0
0
0
Group contribution paid / (received)
0
0
0
0
0
0
Transferred to / (from) other equity capital
0
0
0
Total
Earnings per share
20
29,41
1,76
0,69
Diluted earnings per share
20
28,00
1,76
0,69
32
52
Balance sheet
VISMA ASA
1999
2000
CONSOLIDATED
(NOK thousand)
Note
2000
1999
ASSETS
Fixed assets
Intangible assets
13 278
6 840
0
0
0
0
13 278
6 840
Deferred tax asset
10
‘0
29 291
Goodwill
4
49 797
60 182
Other intangible assets
4
Total intangible assets
6 796
10 915
56 593
100 388
Tangible fixed assets
1 453
3 007
2 136
0
3 589
3 007
80 290
84 133
5,6
3 007
5 134
5,6
1 896
15 898
4 903
21 033
Total tangible fixed assets
Financial fixed assets
0
0
0
7 551
80 290
91 684
97 157
101 531
Shares in subsidiaries
11
0
0
Shares
11
89 614
3 116
7 679
1 812
Other long-term receivables
Total fixed assets
97 293
4 928
158 789
126 348
100
2 849
Current assets
0
0
Inventory
Accounts receivable
55 955
121 510
0
139
0
11 250
94
49
56 050
132 948
23 458
22 809
0
0
Accounts receivable
Intercompany receivables
7
21 818
79 565
Shares
11
11 250
0
1 268
9 708
34 336
89 273
631 513
61 235
Other current receivables
Total receivables
12
79 508
155 757
665 949
153 357
176 665
257 288
Total assets
824 738
279 705
33
53
Balance sheet
VISMA ASA
1999
CONSOLIDATED
2000
(NOK thousand)
Note
2000
1999
13,14,15
80 332
110 469
EQUITY AND LIABILITIES
Equity
Paid-in capital
110 469
80 332
25 153
2 628
135 622
82 960
38 767
86 012
38 767
86 012
0
0
174 389
168 972
0
0
Share capital
Share premium reserve
13
Total paid-in capital
2 628
25 153
82 960
135 622
467 694
57 155
467 694
57 155
3 523
12 455
554 177
205 232
98
1 190
Retained earnings
Other equity
13
Total retained earnings
Minority interests
13
Total equity
Provisions
Pension liabilities
0
0
Deferred tax
0
0
Total allowances for liabilities
10
0
0
Other long-term liabilities
131 099
2 855
131 197
4 045
0
5 515
Current liabilities
0
0
242
47
1 734
3 084
0
0
Bank overdraft
Accounts payable
0
3 143
4 799
15 767
Public duties, holiday pay payable, etc.
17 653
22 228
Tax payable
28 271
2 673
83 732
0
4 909
21 103
0
83 732
301
1 453
2 277
88 316
139 364
64 914
2 277
88 316
Total liabilities
270 561
74 473
176 665
257 288
Total liabilities and equity
824 738
279 705
Other current liabilities
Secured debt and guarantee liabilities
17
Lysaker, February 15th , 2001
Svein Ramsay Goli
Chairman Of The Board
Visma ASA
Frode Berg
Svein Ribe-Anderssen
Svein Stavelin
Øystein Moan
CEO
Visma ASA
Gunnar Bjørkvåg
34
54
Cashflow statement
VISMA ASA
CONSOLIDATED
1998
1999
2000
(22 898)
4 410
81 820
(866)
0
3 940
0
0
0
1 442
614
2 229
39 712
0
0
0
0
14 553
0
(NOK thousand)
Ordinary profit / (loss) before tax
Depreciation
2000
1999
1998
656 884
38 542
20 499
0
0
(879)
(627 640)
0
0
16 021
8 327
8 761
0
0
0
12 038
0
0
(17 180)
0
0
0
0
0
0 (14 105)
(Profit)/loss on sale of short-term share investments
1 117
0
0
Group contribution received / (paid)
0
0
0
0
0
(442)
0
0
0
Taxes paid
(2 863)
(2 039)
(5 604)
18 507
5 024
88 437
37 260
44 830
22 335
(12 766)
(813)
(334)
(946) (40 099) (40 731)
4 795 (35 888)
47 372 (A) Net cash flow from operational activities
11 011
350
0
(2 406)
(84)
(1 647)
0
0
0
0
417
390
(32 250)
2 441
(21 204)
Sale of businesses
Sale of shares
(7 300) (50 257)
1 755
0
(4 862) (51 514) (B) Net cash flow from investments
446 (11 884) (16 995)
32 787
22 609
480
70 493
55 555
5 820
3 850
350
13 178
(5 336) (12 741) (13 103)
649 062
0
0
390
216
0
(128 114)
(3 127)
(140)
(23 560) (69 854)
1 633
496 292 (85 156)
1 568
0
0
0
New debt
0
0
130
(2 649)
0
0
0
0
(5 842)
0
951
(4 229)
37 950
22 922
3 430
0
0
0
3 430
22 922
37 950
0
0
0
0
0 (34 457)
781
22 922
(15 628) (17 828)
New paid-in equity
3 493 (C) Net cash flow from financing activities
(649)
(A+B+C)
Net cash flow for the year
0
0
0
(34 457)
0
0
3 493
23 873
(6 511)
570 278
(5 728)
877
61 235
66 963
66 086
631 513
61 235
66 963
Cash and
56 914
41 286
23 458
41 286
23 458
22 809
cash equivalents 1 Jan.
Cash and
cash equivalents 31 Dec.
35
55
Accounting policies
ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The accounts have been prepared in accordance with the Norwegian
Accounting Act and generally accepted accounting principles.
Bank deposits and short-term interest-bearing securities are
classified as cash and cash equivalents under current assets and
are carried at market value on the balance sheet date.
CONSOLIDATION PRINCIPLES
The consolidated accounts include the parent company and all
subsidiaries in which Visma ASA directly or indirectly owns more
than 50 per cent of the voting capital. Subsidiaries are consolidated
in full, with records of any minority interests.
The consolidated financial statements have been prepared
as though the Group was one unit, eliminating inter-company
transactions and balances.
The cost price of shares in the parent company’s accounts is
eliminated against the subsidiaries’ equity at the time of their
acquisition. Any excess or reduced values are allocated to the assets
and liabilities to which they refer. Paid excess value that cannot be
allocated to specific assets is capitalized as goodwill, and depreciated
using the straight-line method over 15 years. Here, the emphasis is
on historical experience indicating that the lifetime of a product,
including the resale of new software, is around 15 years. The
purchase of accrued rights is amortized over 4 years.
The net profit or loss from subsidiaries that are purchased or
sold during the year is included in the consolidated accounts for
the part of the year during which they belonged to the Group.
In the consolidation of companies outside Norway, the profit
and loss account is translated into Norwegian kroner at the
average rate for the accounting period. The balance-sheet
figures are translated at the rate effective on the balance-sheet
date. The translation difference is entered directly against equity.
RECOGNITION OF REVENUE
Licence fees for standard software are recognized as revenue
when the software is delivered.
Delivery normally takes place only when the customer has
signed the contract. In Visma Business, 100% of the licence fee
is recognized on delivery.
For the businesses of Visma Logistics and Visma Marine,
which have now been sold, 80% and 50% of the licence fee
respectively has been recognized on delivery, and the remainder
when the installation is completed.
Revenue from services provided in connection with the supply
of standard software is normally recognized when the services
are performed. These services include installation, implementation,
reporting and database building.
Annual revenue from maintenance contracts is recognized on
a straight-line basis over the financial year. The associated costs
are expensed as they are incurred.
Commission expenses relating to maintenance contracts are
amortized on a straight-line basis over the contract period.
Revenue from support and other consulting services is
recognized when the services are performed.
CLASSIFICATION OF ASSETS AND LIABILITIES
Assets and liabilities related to the company's operating cycle are
classified as current.
Receivables and liabilities that are not related to the operating
cycle are classified as current assets or current liabilities if they
fall due within one year of the balance-sheet date. Other assets
and liabilities are classified as fixed assets and long-term
liabilities respectively.
36
56
ACCOUNTS RECEIVABLE
Accounts receivable are entered at their nominal value less an
allowance for anticipated loss.
INVENTORY
Inventory purchased for resale is valued at cost price or estimated
selling price, whichever is the lower.
SHARES AND ASSETS
Shares and units recorded as financial assets are valued at cost
and depreciated unless the decline in value is expected to be
temporary.
Shares and units classified as current assets are valued at
the lower of cost price and market value.
TANGIBLE FIXED ASSETS AND DEPRECIATION
Tangible fixed assets are capitalized and depreciated over their
useful life. Depreciation is on a straight-line basis over the useful
life of the asset, without assuming that it will have any residual
value. Tangible fixed assets are written down unless the fall in
value is considered temporary.
TAX
The tax expense in the profit and loss account is related to the
book profit or loss and consists of two elements: taxes payable
and deferred tax. Deferred tax is calculated on the basis of the
temporary differences between the taxable and accounting
values as well as carry-forward losses in effect at the year end.
The change in deferred tax for the year appears under tax
expense in the profit and loss account. The net deferred tax
benefit is recorded as an asset if it is regarded as likely that the
Group will be able to realize the benefit through future earnings
or realistic tax adjustments.
DEVELOPMENT COSTS
All costs associated with in-house development of software
are expensed as they are incurred. Costs relating to specific
development projects where the company uses external expertise
are capitalized and amortized over a maximum of five years from
the date that the project is completed.
ASSETS AND LIABILITIES IN FOREIGN CURRENCIES
Current assets and liabilities denominated in foreign currencies
are translated into NOK at the exchange rate applicable on the
balance-sheet date.
Notes to the accounts
NOTE 1 - ACQUISITIONS, MERGERS AND DIVESTMENT OF BUSINESS
On 10 March 2000, Visma ASA and Visma Logistics AS signed an agreement to found a company dedicated to Internet products and
services by merging Visma Logistics AS with Morell Software AS, Morell Utvikling AS, Info-expert AS and IntraView AS.
At Visma ASA’s annual general meeting on March 29, 2000, it was resolved that 2.5 million shares in Exense should be distributedto
existing Visma ASA shareholders.
Exense ASA was listed on the Oslo Stock Exchange on 15 August 2000, and Visma ASA had a 24% holding at 31 December, 2000.
On 13 September 2000, Visma Marine ASA entered into an agreement on the sale of its operations to Station 12 BV.
The sale was closed on 25 October.
A cash payment of EUR 84.5 million, equivalent to NOK 681.1 million, was made for the business.
In addition, Station 12 paid NOK 48.9 million to redeem loans from Visma ASA to SpecTec companies.
Visma received a total of NOK 730 million in cash.
On 11 October, 2000, Visma Business ASA acquired 50.1% of the shares in Next Financial Systems AS.
The payment of NOK 4.6 million for the shares in Next comprised NOK 2.1 million in cash and NOK 2.5 million as shares in Visma.
Next Financial Systems arranged a private placement of NOK 3.4 million with Visma Business ASA , and at 31 December Visma
Business ASA owned 50.1% of the shares in the company. Visma has an option to increase its holding in Next Financial Systems to
100% during 2002.
On 18 October, 2000, Visma ASA acquired 51.0% of the shares in Rapport Consult AS.
The payment of NOK 9,562,500 million for the shares in Rapport Consult comprised NOK 4,781,250 in cash and NOK 4,781,250 in
shares in Visma.
Visma has an option to increase its holding to 100% during 2002, 2003 and 2004.
On 26 October, 2000, Visma ASA acquired 50.2% of the shares in Factor Online AS.
The payment for the shares in Factor Online amounted to NOK 1,085,022, of which NOK 615,000 was paid in cash, and NOK 470,022
million in Visma shares.
Factor Online arranged a private placement of NOK 0.4 million with Visma ASA. At 31 December Visma ASA owned 50.2% of the shares in the company.
In November 2000, Visma announced that it had acquired 13.7% of the shares in its competitor SPCS ASA. This company has been
Visma Business's main competitor in Norway, while SPCS AB holds a very strong position in Sweden. Both
the market and the management of both companies have clearly expressed that a merger would result in great industrial synergies.
In February 2001, the companies announced that they had agreed to prepare a proposal for a merger of the companies.
On 15 December 2000, Visma ASA entered into an agreement to purchase 50.1% of the shares in Unison AS.
On 21 December 2000, Visma ASA entered into an agreement to purchase 51.0% of the shares in Altius AS.
37
57
NOTE 2 - INFORMATION ON BUSINESS AREAS
2000
Services Business
NOK million
Marine
Operating revenues
Operating expenses**
Depreciation
Profit margin in %
161,1
146,7
6,4
4,97 %
5,0
3,9
0,2
18,00 %
0,0
0,0
0,0
0,0
14,4
Current assets
Fixed assets
Current liabilities
Equity ****
Cashflow
from operations ***
1999
Marine Logistics Business
Elim.*
Consol.
Elim.*
Consol.
145,1
115,0
7,2
15,78 %
632,8
3,7
2,2
0,00 %
944,0
269,3
16,0
69,78 %
183,0
154,8
3,7
13,39 %
32,0
36,1
1,3
-16,88 %
115,0
97,1
3,3
12,70 %
0,0
0,0
0,0
0,00 %
330,0
288,0
8,3
10,21 %
7,3
9,8
3,3
13,9
34,3
51,8
30,3
52,1
624,4
97,1
105,8
484,7
666,0
158,7
139,4
550,7
89,7
60,3
73,9
55,5
8,9
4,1
9,7
3,5
28,7
41,5
35,1
35,4
26,1
20,4
-53,8
98,4
153,4
126,3
64,9
192,8
1,1
30,1
-5,6
40,0
28,2
-4,1
17,9
0,0
42,0
Marine is included for 10 months of operation in 2000. Logistics/Exense is not included in 2000.
Transaction gains on the sale of businesses appear in the column headed "Elim.*" including Exense with NOK 17.2 million and Marine
with NOK 615.8 million
NOK million
1998
Marine Logistics Business
Operating revenues
Operating expenses**
Depreciation
Profit margin in %
141,5
123,8
4,2
9,54 %
29,9
32,0
1,3
-11,37 %
64,4
14,5
28,9
27,7
17,7
Current assets
Fixed assets
Current liabilities
Equity
Cashflow
from operations ***
Elim.*
Consol.
117,6
105,2
3,3
7,74 %
0,0
0,0
0,0
0,00 %
289,0
261,0
8,8
6,64 %
14,7
0,5
13,5
3,7
24,8
9,0
27,6
4,6
41,3
20,0
-17,3
97,6
145,2
44,0
52,7
133,6
-2,1
12,4
0,0
28,0
2000
189 268
71 588
25 893
24 370
311 119
1999
181 784
84 180
27 450
36 600
330 014
1998
175 830
66 505
24 055
22 640
289 030
* Non-division related items and eliminations
** operating expenses before depreciation
*** operating profit before depreciation
**** majority share of equity
Geographical distribution of sales
NOK million
Nordic countries
Rest of Europe
Americas
Asia
Total
38
58
NOTE 3 - PAYROLL EXPENSES
1998
4 214
1 005
841
6 059
VISMA ASA
1999
5 038
1 201
1 005
7 244
2000
5 264
2 872
1 039
9 175
Salaries
Employer’s national insurance contributions
Other personnel expenses
Total
2000
118 146
14 602
21 384
154 132
CONSOLIDATED
1999
1998
112 993
97 715
13 965
12 077
20 451
17 686
147 409
127 478
At 31 December 2000 the Group had a total of 180 employees (404 in 1999) of which 160 were in Norway.
The average number of employees in the Group in 2000 was 344.
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS
Total
VISMA ASA
Purchased
Goodwill
rights
Goodwill
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Acquisition cost 1 Jan. 2000
62 107
*Investment
16 764
Disposal
(24 869)
Acquisition cost 31 Dec. 2000
54 002
Accumulated depreciation 1 Jan. 2000
(1 925)
Accumulated depreciation 31 December 2000
(4 204)
Book value 31 December 2000
49 798
0
0
0
Depreciation and write-downs for the year
(2 279)
CONSOLIDATED
Purchased
rights
Total
14 053
6 796
(14 053)
6 796
0
0
6 796
76 160
23 560
(38 922)
60 798
(1 925)
(4 204)
56 594
0
(2 279)
Goodwill is depreciated over 15 years; purchased rights are depreciated over 4 years. For an explanation of the depreciation period for
goodwill please see the section on Accounting Principles.
* Investment 2000
Investment in purchased rights
Purchase of rights in TimeEase **
Total
6 796
6 796
Investment in goodwill **
Rapport Consult
Factor Online
Next Financial Systems
Total
8 209
1 384
7 171
16 764
** For further comments on acquisitions, please see Note 1.
The Group has spent the following amounts on software development (NOK thousand):
2000
48 300
1999
44 000
1998
31 500
Development expenses include salaries for employees in the Group’s development department and an estimate of the development
department’s proportional share of the operating expenses.
All R&D costs are expensed as they are incurred.
39
59
NOTE 5 - TANGIBLE FIXED ASSETS
Machinery/
fixtures
Real property
Total
9 102
93
0
9 195
1 696
1 554
0
3 250
10 798
1 647
0
12 445
Accumulated depreciation at 31 December 2000
Book value at 31 December 2000
(9 195)
0
(243)
3 007
(9 438)
3 007
Ordinary depreciation for the year
(2 229)
0
(2 229)
Depreciation rates
10-33,33%
0%
0%
Machinery/
fixtures
Real property
Total
CONSOLIDATED
47 302
3 782
(5 042)
46 042
5 377
1 554
(4 085)
2 846
52 679
5 336
(9 127)
48 888
Accumulated depreciation at 31 December 2000
Book value at 31 December 2000
(44 146)
1 896
161
3 007
(43 985)
4 903
Ordinary depreciation for the year
(13 742)
0
(13 742)
10-33,33%
0 - 4%
0%
Visma ASA
Acquisition cost at 1 January 2000
Investment
Disposals
Acquisition cost at 31 December 2000
Acquisition cost at 1 January 2000
Investment
Disposals
Acquisition cost at 31 December 2000
Depreciation rates
NOTE 6 - INVESTMENT IN AND SALE OF TANGIBLE FIXED ASSETS DURING THE PAST 5 YEARS
VISMA ASA
Plant and equipment
Buildings
Land
Total
CONSOLIDATED
Plant and equipment
Buildings
Land
Total
Inv.
2000
Sale
Inv.
1999
Sale
Inv.
1998
Sale
Inv.
1997
Sale
Inv.
1996
Sale
93
1 554
0
1647
0
0
0
0
84
0
0
84
350
0
0
350
66
0
0
66
1 811
8 378
822
11 011
3 834
7 771
822
12 427
129
0
0
129
3061
0
0
3 061
0
0
0
0
2000
Sale
0
0
3 850
0
3 850
Inv.
0
9 060
3 681
0
12 741
1999
Sale
Inv.
1998
Sale
Inv.
1997
Sale
Inv.
1996
Sale
350
0
0
350
8 297
0
0
8 297
3 720
8 636
822
13 178
15 263
8 611
822
24 696
1 988
0
0
1 988
10 450
0
0
10 450
0
0
0
0
Inv.
3 782
1 554
0
5 336
40
60
NOTE 7 - ACCOUNTS RECEIVABLE
In the consolidated financial statements, the provision for possible loan losses totalled NOK 3,620,000 in 2000,
while a provision of NOK 6,155,000 was allocated in 1999.
Consolidated receivables more than 180 days overdue amounted to NOK 2,345,000 (NOK 16,440,000 in 1999).
The company considers the provision for loan losses to be adequate.
NOTE 8 - OTHER OPERATING EXPENSES
1998
1 593
1 057
219
245
555
18
1 088
3 264
8 039
VISMA ASA
1999
2000
981
656
135
151
342
11
670
2 010
4 956
972
649
134
149
338
12
663
1 990
4 907
CONSOLIDATED
2000
1999
1998
Rent
Other office expenses
Telephone, postage
Travel
Vehicles and transport
Leasing expenses
Sales and marketing
Audit, lawyers’ fees and other consulting services
Total other operating expenses
15 189
16 597
4 750
10 476
5 160
2 479
15 956
18 940
89 547
15 693
17 147
4 907
10 823
5 331
2 561
16 485
15 445
88 392
14 571
15 921
4 556
10 049
4 950
2 378
15 308
14 341
82 075
NOTE 9 - FINANCIAL REVENUES AND EXPENSES
1998
0
0
2 908
0
0
2 908
1998
241
39 712
2 167
0
1 760
0
152
44 032
VISMA ASA
1999
2000
0
1 853
4 405
0
0
6 258
83 732
0
3 560
0
0
87 292
VISMA ASA
1999
2000
0
0
0
0
0
0
1 419
1 419
0
0
14 553
3 987
0
0
632
19 172
Financial revenues include the following items:
Dividends from subsidiaries
Profit on the sale of shares
Other interest revenues
Foreign exchange gains
Other financial revenues
Total financial revenues
(NOK thousand)
Financial expenses include:
Interest expense
Write-down of shares in subsidiaries
Write-down of shares
Loss on sale of shares in subsidiaries
Loss on sale of shares
Foreign exchange losses
Other financial expenses
Total financial expenses
CONSOLIDATED
2000
1999
1998
0
0
11 899
1 245
1 345
14 489
0
987
5 262
1 862
1 100
9 211
0
750
3 650
2 757
245
7 402
CONSOLIDATED
2000
1999
1998
0
0
12 038
0
0
1 687
2 653
16 378
1 930
0
0
0
0
1 365
1 109
4 404
711
0
2 167
0
1 760
1 130
368
6 136
41
61
NOTE 10 - TAX
Deferred tax liabilities and assets are calculated on the basis of the temporary differences between book values and tax-related
values in the balance sheet. All calculations are based on a nominal tax rate of 28%.
Summary of temporary differences making up the basis for the net deferred tax asset
VISMA ASA
(Amounts in NOK thousand)
CONSOLIDATED
2000
1999
0
2 380
0
38 400
0
63 829
1999
0
43 167
4 254
2000
0
24 428
0
Current assets/liabilities
Fixed assets/long-term liabilities
Losses carried forward
47 421
24 428
Net temporary differences
0
104 609
13 278
6 840
Deferred tax asset
0
29 291
The deferred tax asset is capitalized on the basis of temporary differences associated with the Norwegian companies in the Group.
The net deferred tax asset is capitalized if it is regarded as likely that the Group will be able to realize the benefit through future
earnings or realistic tax adjustments.
Summary of temporary differences making up the basis for the deferred tax liability
VISMA ASA
(Amounts in NOK thousand)
Current assets/liabilities
Fixed assets/long-term liabilities
Losses carried forward
CONSOLIDATED
2000
1999
-2 040
0
476 647
9 063
-6 396
0
0
Net temporary differences
468 211
9 063
0
131 099
2 855
1999
0
0
0
2000
0
0
0
0
0
Visma ASA’s tax payable for the year has been computed as follows:
Ordinary profit / loss before tax
Permanent differences
Sale of Group companies
Change in temporary differences
Dividend received from Norwegian subsidiaries
Loss carried forward
Subsidiaries outside Norway
Taxable profit/loss
2000
81 820
-1 300
0
-18 739
-83 732
26 273
-4 322
0
0
1999
4 410
-1 314
0
-6 679
0
0
0
0
-3 583
1998
-22 898
17
-3 134
49 416
0
1 117
-24 518
0
0
Explanation of why the tax expense for the year does not make up 28% of the pre-tax profit
1998
-22 898
-6 411
-873
0
313
0
-6 972
VISMA ASA
1999
2000
4 410
81 820
1 235
22 910
-368
-384
0
-23 445
0
0
0
0
867
-919
Ordinary profit / loss before tax
28% tax on ordinary profit / loss before tax
Permanent differences
Dividend received from Norwegian companies
Group contribution **
Subsidiaries outside Norway *
Tax expense
CONSOLIDATED
2000
1999
1998
656 884
38 542
20 499
183 928
10 792
5 740
6 586
-24
181
0
0
0
0
0
0
1 203
1 609
4 595
191 717
12 377
10 516
* Effect on tax because the profit/loss from foreign subsidiaries does not have a tax income/expense of 28% of profit before tax.
** From 2000, the tax effect of the Group contribution has been entered directly against equity.
42
62
NOTE 11 - SHARES
The following values are recorded in the balance sheet as long-term investments in subsidiaries:
Visma ASA
Registered office % holding 1)
Visma Business ASA
Factor Online Oslo AS
Rapport Consult AS
Visma Marine AS
Asker
Oslo
Oslo
Bærum
100,0
50,1
50,1
100,0
NOK
NOK
NOK
NOK
Share capital
Book value 2)
10 000 000
501 000
50 000
10 565 349
21 000 000
1 753 174
9 713 869
51 665 873
Total
Market value
84 132 915
Financial long-term shareholdings
SPCS Gruppen ASA
Oslo
13,7
NOK
11 286 916
89 603 465
74 185 920
Short-term share investments
Exense ASA
Oslo
24,7
NOK
1 200 000
11 250 000
11 250 000
The SPCS shares have not been written down, because Visma has a long-term perspective for this investment and regards the
decline in value as temporary.
The other Group companies included in the consolidated accounts are specified below, distributed by holding company.
Visma Business ASA
Registered office % holding 1)
Visma Norge AS
Visma Consulting AS
ØkonomiKunnskap AS
Next Financial System AS
Visma Business AB
Visma Business Ltd
Visma Business DK AS
Asker
Oslo
Oslo
Oslo
Gøteborg
Manchester
Copenhagen
100,0
100,0
77,5
50,1
100,0
100,0
49,9
NOK
NOK
NOK
NOK
SEK
GBP
DEK
Total
1)
2)
Share capital
Book value 2)
1 000 000
1 000 000
100 000
864 640
1 000 100
50 000
706 000
7 573 000
4 000 000
493 025
8 081 271
4 699 251
631 500
378 973
25 857 020
For all Group companies, the holding is equal to the proportion of voting capital.
Book value in the company accounts of the individual company in the Group. In the company accounts, shares in subsidiaries are entered according
to the cost method.
NOTE 12 - RESTRICTED ACCOUNTS AND BANK OVERDRAFT
The item “Cash and cash equivalents” includes Group bank deposits totalling NOK 631,513,000 (NOK 61,235,000 in 1999), of which
restricted tax withholdings make up NOK 3,663,000 (NOK 3,463,000 in 1999) NOK 3,811,533 has been deposited with an estate agent
in connection with the sale of property.
The parent company has bank deposits of NOK 22,808,000 (NOK 23,458,000 in 1999),of which restricted tax withholdings make up
NOK 1,248,000 (NOK 466,000 in 1999).
NOK 500 million has been invested with K-Kapitalforvaltning, and NOK 75 million in Avanse Kortlikviditet II.
43
63
NOTE 13 - MOVEMENT IN EQUITY
VISMA ASA
Share cap.
Equity at 1 January 2000
Capital write-down
Share issues
Profit/loss for the year
Tax effect of group contribution received
Own shares at 31 Dec. 2000: 680,000.
Equity at 31 December 2000
Deferred tax and goodwill capitalized at
31 Dec. 2000
Distributable equity at 31 Dec. 2000
CONSOLIDATED
Equity at 1 January 2000
Capital write-down
Share issues
Profit for the year
Investment/minority interests
Own shares at 31 Dec. 2000: 680,000.
Equity at 31 December 2000
110 469
-33 318
6 582
0
0
0
0
-3 400
80 332
Premium
reserve
25 153
-64 559
42 034
0
0
0
0
0
2 628
Other
equity
38 768
60 377
0
82 739
26 273
-7 355
-83 732
-31 057
86 012
Total
Equity
174 389
-37 500
48 616
82 739
26 273
-7 355
-83 732
-34 457
168 972
0
0
0
0
6 840
79 173
0
0
Share cap.
Premium
reserve
25 153
-64 559
42 034
0
0
0
0
2 628
Other
equity
57 154
60 377
0
464 951
0
-83 732
-31 057
467 694
Minority
interests
12 456
0
0
216
-9 149
0
0
3 523
110 469
-33 318
6 582
0
0
0
-3 400
80 332
Total
equity
205 232
-37 500
48 616
465 167
-9 149
-83 732
-34 457
554 177
NOTE 14 - SHARE CAPITAL AND SHAREHOLDER ISSUES
At 31 Dec 2000, the company's share capital consists of 16,746,466 shares with a face value of NOK 5. At the same date, the
company had 2863 shareholders. Visma ASA held a total of 680,000 of its own shares.
The 20 largest shareholders at 31 Dec 2000:
Largest shareholders
Sundal Collier
Visma ASA
Boks 84
Tine Pensjonskasse
Store Borgen
Nordbanken
Merita Bank Plc
Merita Bank Plc
Verdipapirfondet AVA
Skandinaviska Enskilda
NHO´s Landsforening
Storebrand Livsforsikring
Goldman Sachs
State Street Bank
Braganza AS
Firstnordic Norge
Chase Manhattan Bank
Horisonten AS
Tore Bjerkan
Others
Total
Holding (%)
9,55
4,16
4,04
3,59
3,36
2,98
2,47
2,32
2,27
2,16
1,85
1,84
1,79
1,79
1,63
1,55
1,52
1,49
1,28
1,22
47,14
100,00
44
64
The employees in the Group have an option plan comprising up to 1,700,000 shares. These are distributed as follows:
Number
262 500
16 712
5 250
7 000
7 500
10 500
18 600
66 417
117 658
110 000
622 137
* Øystein Moan
** Tore Bjerkan
Svein Stavelin
Frode Berg
Svein R. Goli
Gunnar Bjørkavåg
Executive employees in the USA (VMD)
Other employees
** Other employees
** Other employees
Total
Period Exercise price
2001-2002
36,09
2001-2003
27,50
2001-2003
27,50
2001-2003
27,50
2001-2003
27,50
2001-2003
60,50
2001-2002
10,00
2001-2001
27,50
2001-2003
27,50
2001-2004
60,50
* + 1% per month from 4 Jan 2001. Exercise 87,500 per 1/2 year.
**Options that are not exercised on the stipulated dates lapse in their entirety and cannot be exercised. Exercise 1/4 per year.
At the annual general meeting in 2000, the Board was authorized to issue up to 1,700,000 shares for option plans for the Group’s employees.
The authorization is in force for two years.
Total
Exercised in 2000
Distributed 1997-2000
Available
1 700 000
87 500
622 137
990 363
Number
120 000
80 000
200 000
Norman Wechsler (MMS)
Norman Wechsler (MMS)
Total
Period Exercise price
2001-2003
47,00
2001-2003
62,60
At the annual general meeting in 2000, the Board was authorized to issue up to 1,400,000 shares through issues or acquisitions, or in
connection with mergers.
The authorization is in force for two years.
Total
Exercised in 2000
Distributed 1999
Available
1 400 000
0
200 000
1 200 000
NOTE 15 - SHARES OWNED BY THE BOARD AND EXECUTIVE EMPLOYEES
At the end of the financial year, members of the Board and the CEO owned the following shares in the company:
No. of
shares
52 500
215 320
1 750
90 000
197 500
205 571
Goli, Svein R.
Christensen, Christian Fredrik
Stavelin, Svein
Ribe-Anderssen, Svein
Moan, Øystein
Bjerkan, Tore
Percentage
holding
0,31 %
1,28 %
0,01 %
0,54 %
1,18 %
1,22 %
For information regarding options and compensation for executive employees and Board members, please see notes 14 and 16.
45
65
NOTE 16 - REMUNERATION TO THE CEO, BOARD OF DIRECTORS AND AUDITOR
In 2000, salary, commission and bonuses totalling NOK 2,510,553 were paid to the company's CEO.
The CEO exercised 87,500 options at a price of NOK 32.67 in 2000. In connection with this transaction, Visma reported
a salary benefit of NOK 4,841,375.
The CEO exercised 87,500 options at a price of NOK 35.03 in 2000.
In connection with this transaction, Visma reported a salary benefit of NOK 1,397,375.
The CEO's contract of employment provides for a termination payment equivalent to 12 months' salary.
The Board will propose to the general meeting that the Board’s remuneration for 2000 is set at NOK 500,000.
Visma ASA has expensed auditors’ fees of NOK 929,000 for 2000, of which NOK 80,000 is for the audit.
The Group has expensed NOK 1,624,000, of which NOK 460,000 is for the audit.
NOTE 17 - SECURED DEBT AND GUARANTEE LIABILITIES
Guarantees provided to
Jacobsgården
Rent guarantees Visma Business ASA
NOK 000
210
1 562
Total guarantees
1 772
NOTE 18 - CONTINGENT LIABILITY
The tax office in Lier has proposed an adjustment to VISMA ASA's tax return for 1994. The company has appealed this to the tax
assessment board.
The proposed adjustment would reduce the tax loss carryforward at 1 January 1995 by NOK 8.8 million. Visma's appeal was not
upheld, and the company therefore issued a claim to the district court of Drammen at 12 January 2001.
The decision of the tax assessment board has resulted in an adjusment of "RISK"
(adjustment of the book value of shares for tax purposes based on retained earnings).
NOTE 19 - RELATED PARTIES
The Group has no related parties other than those specified under the notes on shares in subsidiaries, on Remuneration to the CEO,
Board and Auditor (Note 16) and on Share Capital and Shareholder Issues (Note 14). These transactions are in the normal course of
business, and have been conducted at arm’s length.
46
66
NOTE 20 - INFORMATION ON CALCULATION OF EARNINGS PER SHARE
The calculation is based on the following information:
2000
464 951 090
15 811 645
29,41
16 608 165
28,00
Majority’s share of the Group’s profit/loss for the year
Time-weighted average number of shares 31 December
Earnings per share
Time-weighted average number of shares 31 Dec. including options
Diluted earnings per share
1999
25 976 000
14 739 639
1,76
14 739 639
1,76
1998
10 073 000
14 568 825
0,69
14 568 825
0,69
NOTE 21 - DIVESTMENT OF OPERATIONS
During the financial year, the VISMA Group has divested the following operations and companies in the Group:
Operation
Date
Visma Logistics/IntraView/Exense
Visma Marine Division
01.jan.00
01.nov.00
For further information, please see notes 1 and 2.
NOTE 22 - FINANCIAL MARKET RISK
Fluctuations in exchange rates result in both direct and indirect financial risk for the Group.
There is no hedging of foreign exchange revenues and assets denominated in foreign currencies.
The Group is subject to an interest-rate risk on net interest-bearing receivables. This risk is not hedged.
47
67
AUDITOR’S REPORTS 1998-2000
AUDITOR'S REPORT FOR 1998
Translation from Norwegian
To the Annual General Meeting of Visma ASA
We have audited the annual accounts of Visma ASA for 1998, showing net loss of NOK 22 898 000 for the
company and net income of NOK 17 078 000 for the group. The annual accounts, which consist of the Board of
Directors’ report, profit and loss statement, balance sheet, cash flow statement, accounting principles, notes and the
corresponding consolidated financial statements, are the responsibility of the Board of Directors and the Chief
Executive Officer.
Our responsibility is to examine the company's annual accounts, its accounting records and the conduct of its affairs.
We have conducted our audit in accordance with applicable laws, regulations and generally accepted auditing
standards. We have performed the auditing procedures we considered necessary to determine that the annual
accounts are free of material errors or omissions. We have examined, on a test basis, the accounting material
supporting the financial statements, the appropriateness of the accounting principles applied, the accounting
estimates made by management and the overall presentation of the annual accounts. To the extent required by
generally accepted auditing standards we have also evaluated the company's asset management and internal controls.
The appropriation of net loss, as proposed by the Board of Directors, complies with the requirements of corporate
law.
In our opinion, the annual accounts have been prepared in conformity with corporate law and present fairly the
company’s and the group's financial position as of 31 December 1998 and the result of its operations for the fiscal
year in accordance with generally accepted accounting principles.
Erik Mamelund (sig.)
Oslo, 5 March 1999
68
To the Annual Shareholders' Meeting of Visma ASA
We have audited the annual financial statements of Visma ASA as of 31 December 1999, showing a profit of NOK
3,543,000 for the parent company and a profit of NOK 25,976,000 for the group. We have also audited the
information in the directors' report concerning the financial statements, the going concern assumption, and the
proposal for the appropriation of the profit/loss. The financial statements comprise the balance sheet, the statements
of income and cash flows, the accompanying notes and the consolidated accounts. These financial statements are the
responsibility of the Company’s Board of Directors and Chief Executive Officer. Our responsibility is to express an
opinion on these financial statements and on other information according to the requirements of the Norwegian Act
on Auditing and Auditors.
We conducted our audit in accordance with the Norwegian Act on Auditing and Auditors and auditing standards and
practices generally accepted in Norway. Those standards and practices require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. To the extent required by law and auditing standards an
audit also comprises a review of the management of the Company's financial affairs and its accounting and internal
control systems. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
the financial statements have been prepared in accordance with law and regulations and present the financial
position of the Company and of the Group as of 31 December 1999, and the results of its operations and its cash
flows for the year then ended, in accordance with accounting standards, principles and practices generally
accepted in Norway
the Company's management has fulfilled its obligation in respect of registration and documentation of
accounting information as required by law and accounting standards, principles and practices generally accepted
in Norway
the information in the directors' report concerning the financial statements, the going concern assumption, and
the proposal for the appropriation of the profit/ loss is consistent with the financial statements and comply with
law and regulations.
Vegard Stevning (sig.)
Oslo, 14 March 2000
69
To the Annual Shareholders' Meeting of Visma ASA
We have audited the annual financial statements of Visma ASA as of 31 December 2000, showing a profit of NOK
82,739,000 for the parent company and a profit of NOK 465,167,000 for the group. We have also audited the
information in the directors' report concerning the financial statements, the going concern assumption, and the
proposal for the appropriation of the profit. The financial statements comprise the balance sheet, the statements of
income and cash flows, the accompanying notes and the consolidated accounts. These financial statements are the
responsibility of the Company’s Board of Directors and Chief Executive Officer. Our responsibility is to express an
opinion on these financial statements and on other information according to the requirements of the Norwegian Act
on Auditing and Auditors.
We conducted our audit in accordance with the Norwegian Act on Auditing and Auditors and auditing standards and
practices generally accepted in Norway. Those standards and practices require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. To the extent required by law and auditing standards an
audit also comprises a review of the management of the Company's financial affairs and its accounting and internal
control systems. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
the financial statements have been prepared in accordance with law and regulations and present the financial
position of the Company and of the Group as of 31 December 2000, and the results of its operations and its cash
flows for the year then ended, in accordance with accounting standards, principles and practices generally
accepted in Norway
the Company's management has fulfilled its obligation in respect of registration and documentation of
accounting information as required by law and accounting standards, principles and practices generally accepted
in Norway
the information in the directors' report concerning the financial statements, the going concern assumption, and
the proposal for the appropriation of the profit is consistent with the financial statements and comply with law
and regulations.
Vegard Stevning (sig)
Oslo, 15 February 2001
70
ANNEX D: FINANCIAL INFORMATION OF LIINOS
Index to Financial Statements
Page
FINANCIAL STATEMENT 2000
THE BOARD OF DIRECTORS' REVIEW 2000.......................................................................................................76
GROUP AND PARENT COMPANY INCOME STATEMENTS.............................................................................79
GROUP AND PARENT COMPANY BALANCE SHEET .......................................................................................80
GROUP CASH FLOW STATEMENT.......................................................................................................................82
NOTES TO FINANCIAL STATEMENTS ................................................................................................................83
AUDITORS' REPORT................................................................................................................................................93
INTERIM REPORT 1 JANUARY – 30 SEPTEMBER 2001.....................................................................................94
75
THE BOARD OF DIRECTORS' REVIEW 2000
Liinos Group posted net sales of 11,031,008.68 euro (11,245,611.60 euro) and the parent company Liinos Plc
9,626,772.66 euro (11,245,033.55 euro).
The operating profit of Liinos Group was 52,745.86 euro (4,996,606.13 euro) and the operating loss of the parent
company Liinos Plc 343,266.99 euro (operating profit 5,113,094.26 euro).
The equity ratio of the Group was 83.7 per cent (79.7 per cent) and net gearing ratio –52.3 per cent (-29.8 per cent).
In spite of the modest earnings, the financial performance of the Group was strengthened.
Liquid funds of Liinos at the end of the year amounted to 5.3 million euro, of which 1.5 million euro was invested in
institutional interest-bearing deposits at Leonia Bank, and 2.9 million euro in time deposits.
The Group did not reach the targeted financial performance in 2000. This was because demand did not pick up as
swiftly as was anticipated after the rollover into year 2000 and because the launch of new products were delayed
from the original schedule. Only a small number of new system deals was closed, as the distribution of net sales
indicates. Licence fees represented less than 30 per cent of the net sales in 2000 compared to nearly 50 per cent in
the previous year. At the end of the year demand recovered due to a more extensive launching of new products,
which clearly boosted the number of new orders received. The number of orders rose significantly in the third
quarter and this trend strengthened in the fourth quarter. The deliveries of the Liinos6 ERP system began in the
summer and the first start-up's took place in the autumn.
The only interest-bearing debt Liinos had at the end of the year was to TEKES, and this amounted to about 156,000
euro. In December TEKES changed its loan of about 194,000 euro given for research and development to a grant,
which was charged to other operating income.
The Board of Directors held eight meetings during 2000. In addition to the Annual General Meeting two
Extraordinary General Meetings were held.
In the summer of 2000 the operations of the company were rationalized by moving the offices located in the
Helsinki Metropolitan Area, Turku and Tampere to shared premises in each town.
Product Development Expenses
To maintain its technological prowess, Liinos launched its new products fully equipped with XML and ASP
technologies. Adoption of new technologies will enable the Group to remain at the forefront of development in the
future. More resources were invested in building for the future through product development in 2000, and all the
research and development expenditure, totaling at about 2.4 million euro (1.7 million euro) or 22 per cent (15 per
cent) of the net sales, was charged to profit.
Investments
Apart from research and development costs, no significant investments were made during the period under review.
New products were launched
The Liinos6 product family and LiinosIntra/Extra were widely launched onto the markets in the second half of 2000.
The launch was delayed from the original schedule because new technologies needed to be taken into account. The
delivery of Keybox version 2.2. began in June 2000.
Changes to the structure of the Group
Tietovalli companies
The merger of Tietovalli Oy and Tukivalli Oy, the wholly-owned companies of Liinos, was finalized during 2000.
Compupro Oy
Compupro Oy, the wholly-owned company of Liinos, was liquidated in 2000.
Delectia Oy Tietojärjestelmät (later Delectia)
At the beginning of March Liinos acquired a 100 per cent ownership of Delectia through a directed share issue. The
former owners of Delectia were offered 308,632 Liinos shares. Founded in 1994, Delectia is a software house that
develops, sells, delivers and maintains ERP systems mainly for industrial clients. Liinos leased the business
activities of Delectia effective as of 1 July 2000. Delectia will be merged with Liinos in the course of 2001.
76
Alkilan Oy
Liinos acquired Alkilan Oy through a directed share issue at the beginning of April. In this deal the seller of Alkilan
Oy’s shares was offered 27,630 Liinos' shares. Alkilan Oy is a software house that possesses know-how in property
management. Alkilan Oy’s business activities were transferred to Liinos effective as of 1 April 2000 and the
company will be liquidated in the course of 2001.
Other
Liinos still owns 50 per cent of the share capital of Webline NWF Oy. Webline NWF Oy is not consolidated to the
Group.
Changes in share capital
According to the Articles of Association the minimum share capital of the company is 1,723,260 euro and the
maximum share capital 6,893,040 euro. Within these limits the share capital may be increased or reduced without
amending the Articles of Association. The share capital registered and fully paid at the end of 2000 was
2,498,416.62 euro and the total number of shares 11,897,222.
At the Extraordinary General Meeting held on 5 May 1999, the shareholders authorized the Board of Directors to
increase the share capital, waiving their pre-emption rights. During 2000, this authorization was used twice to
increase the share capital due to acquisitions. In directed share issues the share price was based on the commercial
value and net asset value shown on the balance sheet.
To finance the acquisition of Delectia the Board resolved under its authorization on 8 March 2000 to increase the
share capital by 64,812 euro, by offering 308,632 new shares of Liinos Plc to the shareholders of Delectia.
On 11 April 2000 the Board resolved to increase the share capital by 5,802.30 euro under the same authorization to
finance the acquisition of Alkilan Oy, and to offer 27,630 new shares of Liinos Plc for subscription to the
shareholders of Alkilan Oy.
Issue of warrants
By the resolution made at the Annual General Meeting held on 8 March 2000, the issue of warrants was accepted.
The maximum increase in share capital to be made pursuant to this resolution is 155,400 euro, which means 740,000
new shares to be subscribed with the warrants. There are four classes of warrants, the subscription period of those
marked by "A" commencing on 1 March 2001, of those marked by "B" on 1 March 2002, of those marked by "C" on
1 March2003 and of those marked by "D" on 1 March 2004. The warrants are exercisable until 1 March 2006.
At the Extraordinary General Meeting held on 28 November 2000 the shareholders resolved to revise the terms and
conditions of the issue of warrants as concerns the subscription price. The subscription price is now two euro. From
the share subscription price shall as per the dividend record date be deducted the amount of the cash dividend
distributed after 1 March 2000, but before the date of subscription for shares. According to the terms and conditions
of the issue of warrants, the Board is entitled to resolve the distribution of warrants.
The Board exercised its right to distribute warrants on 5 June 2000, when the warrants were distributed to Kiint. Oy
Jyväskylän Yrityspuisto Ykkönen, a fully owned subsidiary of Liinos, on formal grounds.
At the meeting held on 11 December 2000, the Board distributed warrants to the Group’s employees for the first
time. The amount of shares to be subscribed on the basis of this distribution totals 45,450.
The number of personnel increased
During the period under review the Group employed 177 persons (104) on average, an increase of 70 per cent on the
corresponding period the previous year. The number of personnel on 31 December 2000 was 159 (150), up 6 per
cent from the same date the previous year. The increase in the number of personnel was held back by operational
adjustments made in conjunction with the acquisitions made in 1999 and 2000. In 2000 personnel was recruited
especially for product development and customer services. Otherwise, the organization was strengthened by
recruiting experienced professionals for different positions.
Human resources development are geared to build on the company’s core competence and to prepare for future
business growth and internationalization.
Board of Directors, Managing Director and Auditors
Juha Nikkanen acted as the Chairman of the Board of Directors in 2000. Until the Annual General Meeting held on
8 March 2000 the other members of the Board were Harri Hellsten, Matti Häll, Timo Häll, Tarmo Lindén, Risto
77
Pitkänen and Tapio Sarpola. The Annual General Meeting held on 8 March 2000 appointed the following members
to the Board: Matti Häll, Managing Director, Juha Nikkanen, Director of Research and Development, and Tapio
Sarpola, Director of Industry, all from Liinos, and from outside the company Jukka Rinnevaara, Managing Director
of ABB Installaatiot Oy, and Professor Eero Peltola, Software Business Consultant. Tapio Sarpola resigned from
Liinos as well as from his membership on the Board in the spring. Matti Häll has been the Managing Director of
Liinos since it was founded. The company’s auditor was Tilintarkastajien Oy–Ernst & Young, with Johnny
Forsström, authorized public accountant, acting as the chief accountant.
Events after the end of the financial year
Since the end of the financial year no significant events are to be reported.
Prospects for the near future are bright
We believe that the Finnish economy will develop favorably and contribute to increased demand. The demand for
new products in early 2001 is in line with expectations, but this does not yet have impact on the nets sales of the first
quarter. In 2001 net sales are expected to grow organically by 25 – 30 per cent, and the operating profit to account
for 5 – 10 per cent of net sales while some 2 million euro will be invested in the ASP business concept and
international operations. However, the weakening of general economic conditions in the USA and its rapid widening
out to Finland, are kept as a threat.
We continue to invest in preparing for and launching international operations. The basic languages of the Liinos6
product family are English and Finnish, but it is possible to add even other languages which may need to be used.
The first deliveries, in which the English language will be used in foreign branch offices of Finnish companies, are
expected to take place within the coming months. Readiness already exists for deliveries in the Swedish language.
The inclusion of other languages will depend on the selection of distribution channels. Negotiations with potential
co-operation partners are going on, and the first agreements are expected to be signed within the first half of the
year.
The Board’s proposal to the Annual General Meeting
The distributable earnings of the parent company are 3,333,400.23 euro. Distributable earnings of the Group are
3,504,578.35 euro, after the amount due to untaxed reserves and the difference between actual and planned
depreciation deferred to shareholders’ equity as well as other undistributable items has been deducted from the nonrestricted equity of the Group.
The Board of Directors will propose to the Annual General Meeting on 8 March 2001 that a dividend of 832,805.54
euro, i.e. 0.07 euro per share, will be paid. The record date of the dividend distribution is 13 March 2001, and the
date of payment 20 March 2001.
The Board of Directors will propose to the Annual General Meeting that the loss for the financial year of Liinos Plc
amounting to 207,515.43 euro be covered by the profit brought from the previous financial years.
In Tampere, 30 January 2001
LIINOS PLC
THE BOARD OF DIRECTORS
78
GROUP AND PARENT COMPANY INCOME STATEMENTS
EUR
Income statement
Net sales
Decrease in stocks
Other operating income
GROUP
1.1.-31.12.1999
1.1.-31.12.2000
11 031 008.68
11 245 611.60
-20 764.01
202 373.74
34 935.61
Change
%
-1.9
-100.0
479.3
PARENT COMPANY
1.1.-31.12.1999
1.1.-31.12.2000
9 626 772.66
11 245 033.55
-20 764.01
202 805.65
34 935.61
Change
%
-14.4
-100.0
480.5
11 233 382.42
11 259 783.20
-0.2
9 829 578.31
11 259 205.15
-12.7
Material and services:
Raw materials and consumables
Purchases during the period
External services
253 388.46
114 156.54
699 898.07
-63.8
191 488.10
100 168.84
699 898.07
-72.6
Total materials and services
367 545.00
699 898.07
-47.5
291 656.94
699 898.07
-58.3
5 030 260.14
2 445 652.00
105.7
4 394 278.88
2 445 652.00
79.7
953 954.23
403 249.53
481 289.43
180 155.16
98.2
123.8
824 720.37
342 003.24
481 289.43
180 155.16
71.4
89.8
6 387 463.90
3 107 096.59
105.6
5 561 002.49
3 107 096.59
79.0
1 180 292.08
3 245 335.59
332 418.36
2 123 764.05
255.1
52.8
1 039 967.30
3 280 218.57
214 455.29
2 124 660.94
384.9
54.4
4 425 627.67
2 456 182.41
80.2
4 320 185.87
2 339 116.23
84.7
52 745.85
4 996 606.13
-98.9
-343 266.99
5 113 094.26
-106.7
156 464.02
106 666.81
46.7
153 661.89
29 861.04
77 763.81
-100.0
97.6
6 982.22
149 481.80
1 819.13
104 847,68
283.8
42.6
6 916.84
146 745.05
1 708.03
105 916.82
305.0
38.5
202 227.65
5 101 453.81
-196 521.94
5 219 011.08
-103.8
2 271.50
11 791.30
483 351.40
854 888.46
-99.5
-98.6
2 271.50
36 844.25
483 351.40
854 888.46
-99.5
-95.7
-9 519.80
-371 537.06
-97.4
-34 572.75
-371 537.06
-90.7
* Profit/loss before appropriations
and taxes
192 707.85
4 729 916.75
-95.9
-231 094.69
4 847 474.02
-104.8
Appropriations
Depreciation in excess of/less
than plan
Income taxes
103 392.65
1 361 320.88
-92.4
52 092.49
28 513.23
-809 178.74
1 134 750.83
-106.4
-97.5
89 315.20
3 368 595.87
-97.3
-207 515.43
2 903 544.45
-107.1
Staff costs
Wages and salaries
Social security costs
Pension costs
Other social security costs
Depreciation, amortization and
write-downs
Depreciation and amortization
according to plan
* Operating profit
Financial income and expenses
Income from group undertakings
Income from other investments
Interest and other financial
expenses
* Profit/loss before extraordinary
items, provisions and taxes
Extraordinary items
Extraordinary income
Extraordinary expenses
Minority interest
**Profit/loss for the
financial year
79
GROUP AND PARENT COMPANY BALANCE SHEET
EUR
BALANCE SHEET
Assets
GROUP
31.12.2000
PARENT COMPANY
31.12.1999
31.12.2000
31.12.1999
Non-current assets
Intangible assets
Intangible rights
Goodwill
296 708.04
484 360.86
285 957.50
462 859.78
2 667 962.70
3 259 269.76
2 600 687.54
3 259 269.76
2 964 670.74
3 743 630.62
2 886 645.03
3 722 129.54
Tangible assets
Land and water areas
Membership fees
Buildings and constructions
Other tangible assets
101 038.44
99 004.77
0.00
0.00
22 991.29
22 991.29
0.00
0.00
1 594 151.18
1 663 285.38
0.00
0.00
537 074.37
429 944.98
509 203.76
392 784.16
3 061.02
0.00
3 061.02
0.00
2 258 316.30
2 215 226.41
512 264.78
392 784.16
Investments
Shares in group undertakings
Participating interests
Other shares and holdings
0.00
0.00
3 096 956.19
3 343 933.63
281 190.70
281 190.70
281 190.70
281 190.70
9 984.64
10 134.36
9 984.64
10 134.36
291 175.34
291 325.06
3 388 131.53
3 635 258.69
1 778 335.22
2 796 155.75
1 778 335.22
2 796 155.75
Current assets
Inventories
Short-term receivables
Accounts receivable
Accounts receivable from group undertakings
0.00
0.00
0.00
969.73
Loan receivables
0.00
2 308.27
0.00
2 308.26
102 594.64
Loan receivable from group undertakings
Other receivables
Prepayments and accrued income
Cash at bank and in hand
** TOTAL ASSETS
0.00
0.00
0.00
36 068.80
89 147.03
36 068.81
72 143.51
165 385.66
393 284.92
165 385.66
393 284.92
1 979 789.68
3 280 895.97
1 979 789.69
3 367 456.81
5 347 754.75
3 181 397.99
5 346 392.74
3 179 030.51
12 841 706.81
12 712 476.06
14 113 223.78
14 296 659.71
80
BALANCE SHEET
Liabilities and shareholders’ equity
GROUP
PARENT COMPANY
31.12.2000
31.12.1999
31.12.2000
31.12.1999
2 498 416.62
2 427 801.60
2 498 416.62
2 427 801.60
Share and other equivalent capital
Share premium account
3 307 926.79
2 213 414.74
3 307 926.79
2 213 414.74
Profit/loss for the previous years
4 023 004.01
1 432 173.70
3 540 915.66
1 415 136.76
89 315.20
3 368 595.87
-207 515.43
2 903 544.45
9 918 662.63
9 441 985.90
9 139 743.64
8 959 897.55
0.00
0.00
843 361.02
866 978.42
156 078.40
346 971.70
156 078.40
346 971.70
156 078.40
366 942.97
156 078.40
366 942.97
Profit/loss for the financial year
Accumulated appropriations
Accumulated depreciation in excess
of less than in plan
Liabilities
Long-term
Loans from financial institutions
19 971.27
19 971.27
Short-term
Advances received
996 788.96
863 807.23
996 788.96
863 807.23
Account payable
105 104.50
193 234.33
105 038.22
191 793.72
Amounts owed to group undertakings
0.00
0.00
1 491 566.28
1 444 314.34
Amounts owed to participating interests
0.00
0.00
10 327.43
44 218.97
501 200.26
656 113.19
474 323.85
611 894.22
Other short-term liabilities
Accruals and deferred income
** TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
1 163 872.06
1 190 392.43
895 995.97
946 812.29
2 766 965.79
2 903 547.18
3 974 040.72
4 102 840.77
12 841 706.81
12 712 476.06
14 113 223.78
14 296 659.71
81
GROUP CASH FLOW STATEMENT
EUR
2000
1999
Operating activities
Operating profit
52 746
4 996 606
Adjustments to operating profit
1 172 175
332 418
Change in net working capital
1 164 525
-1 745 319
Interest received
156 464
106 667
Interest paid
-6 981
-1 819
Extraordinary items
-9 520
-371 537
Other financial expenses
Taxes paid
Net cash flow from operating activities
0
0
-103 393
-866 617
2 426 017
2 450 399
-444 422
150
-3 303 410
-313 426
Investing activities
Capital expenditure
Investments
Proceeds from sales of non-current assets
8 117
0
-436 155
-3 616 836
1 989 861
-1 166 437
Increase (-)/decrease (-) in long-term
receivables
Increase (-)/decrease (-) in long-term
liabilities
Increase (-)/decrease (-) in short-term
borrowings
Group reserve
-210 865
366 943
0
0
0
0
Dividends paid
-777 766
-399 110
0
-1 378 222
Total cash flow from investing activities
Cash flow before financing activities
Finance
Scrip issue
Directed issue, change of shares
1 165 127
2 917 956
176 496
1 507 567
2 166 357
341 130
Cash and cash equivalents 1.1.2000
3 181 398
2 840 268
Cash and cash equivalents 31.12.2000
5 347 755
3 181 398
2 166 357
341 130
0
0
Total financing activities
Cash flow after financing activities
Change in cash and cash equivalents
Change
Difference
Change in working capital
Inventories, increase (+), decrease (-)
Short-term trade receivables, increase (+), decrease (-)
Non interest-bearing short-term liabilities,
increase (+), decrease (-)
20 764
1 301 106
-2 254 223
-136 581
1 164 525
488 140
-1 745 319
82
(depreciation and amortization - income
from sales of fixed assets)
(interest income)
(interest expenses - guarantee
commissions)
(extraordinary income - extraordinary
expenses)
NOTES TO FINANCIAL STATEMENTS
Contents of the Group Financial Statements
In the Group financial statements are consolidated all the subsidiaries. The associated company Webline NWF Oy is
not consolidated, because it does not have any essential impact in the shareholders' equity of the Group. More
detailed information about the companies belonging to the Group is given in the notes in item investments.
Accounting principles of the Group financial statements
Inter-group ownership
The Group financial statements are prepared under the historical cost convention. The difference between the
acquisition cost and the equity-based values of the subsidiaries is charged partly to fixed assets and partly to group
goodwill. The sums entered into land on 31.12.2000 amounted to 25,361 euro and into buildings 456,787 euro.
Depreciation on buildings and constructions are made according to plan, and the group goodwill is written off in
five years.
In the Group financial statements the difference between actual and planned depreciation and untaxed reserves have
been stated in the shareholders' equity as separate item and deferred tax liability. The sum of the difference between
actual and planned depreciation and untaxed reserves that has influence in the earnings has been explained in the
notes.
Inter-group transactions and gross margins
Inter-group transactions, inter-group receivables and liabilities as well as inter-group dividends paid are eliminated.
Valuation principles
Fixed assets are recorded in the balance sheet net of their annual depreciation. The Group has used the maximum
allowable depreciation in its depreciation schedule. These have been recorded on depreciation declining balance and
straight-line depreciation basis over the expected useful lives of the assets. As to Delectia depreciation declining
balance included is for 6 months.
Research and development costs are expensed in the financial year during which they are incurred.
Marketable securities are valued at lower of cost or market.
Notes to Income Statement, EURO
1. Net sales by customer sector
Industry
Contracting
Energy and Network Construction
Property Management
Other customer sectors
Other sales
Property-related income
Total
Group
2000
Group
1999
Parent Company Parent Company
2000
1999
5 076 374
2 249 733
468 994
1 690 391
1 374 395
7 400
163 722
3 672 138
2 249 733
468 994
1 690 391
1 374 395
7 400
163 722
3 431 833
2 688 911
638 119
768 103
2 275 993
312 318
1 129 757
11 031 009
3 431 833
2 688 911
638 119
768 103
2 275 993
312 318
1 129 757
578
11 245 612
9 626 773
11 245 034
10 794 592
236 417
11 031 009
11 053 460
192 151
11 245 612
9 390 355.83
236 416.83
9 626 772.66
11 052 882
192 151
11 245 034
8 117
194 257
202 374
34 936
8 549
194 257
202 806
34 936
2. Net sales by market area
Finland
Others
Total
3. Other operating income
Earnings from sales of fixed assets
Other income
Total
83
34 936
34 936
4. Materials and services
External services
Total materials and services
Group
2000
Group Parent Company Parent Company
1999
2000
1999
253 388
114 157
367 545
699 898
699 898
699 898
191 488
100 169
291 657
Wages and salaries
Pension costs
Other social security costs
Total
5 030 260
953 954
403 250
6 387 464
2 445 652
481 289
180 155
3 107 097
4 394 279
824 720
342 003
5 561 002
2 445 652
481 289
180 155
3 107 097
Wages and salaries paid to
The Board of Directors and
Managing Director
Other personnel
Total
100 327
4 996 698
5 097 025
136 068
2 293 871
2 429 939
100 327
4 360 717
4 461 044
136 068
587 283
723 352
4
61
28
67
14
3
177
6
47
17
26
8
6
47
17
26
8
104
4
51
26
65
10
3
159
104
263 860
920 521
13 455
-17 544
1 180 292
158 359.26
167 196.31
25 052.94
-18 190.15
332 418.36
130 196.86
909 770.44
58 009.52
156 445.77
1 039 967.30
214 455.29
241.77
29 559.98
699 898
5. Staff costs and number of personnel on average
Number of personnel on average
The Board of Directors and
Managing Director
Research and development
Sales and marketing
Installation, training and customer services
Administration
International sales
Total
6. Depreciation and amortization
Depreciation on tangible assets
Amortization on intangible assets
Amortization on goodwill on consolidation
Write-down on reserve on consolidation
7. Financial income and expenses
Dividend income
242
From other companies
Total dividend income
242
301.06
301.06
241.77
301.06
29 861.04
156 222
156 222
106 365.75
106 365.75
153 420.11
153 420.11
969.73
76 794.08
77 763.81
6 982
6 982
1 819.13
1 819.13
6 916.84
6 916.84
1 708.03
1 708.03
149 482
104 847.68
146 745.04
105 916.82
Interest income from long-term investments
From group undertakings
From others
Total interest and other financial income
Interest and other financial expenses
From group undertakings
From others
Total interest and other financial expenses
Total financial income and expenses
84
8. Extraordinary items
Extraordinary income:
Tax credits from dividend of Tuonti-Valinta
Profit from sales of business operations
Others
Extraordinary expenses:
Loss on mergers
Bestowed contributions
Stock market listing expenses
Acquisition and reorganization expenses
Others
Total extraordinary items
Group
2000
2 272
2 272
-2 696
-5 046
1999
2000
1999
11 496
445 698
26 158
483 351
-99 002
2 272
2 272
-27 749
-5 046
11 496
445 698
26 158
483 351
-99 002
-4 050
-11 791
-269 735
-482 811
-3 340
-854 888
-4 050
-36 844
-269 735
-482 811
-3 340
-854 888
-9 520
-371 537
-34 573
-371 537
In 1999 the loss on merger generated from merging of Tieto-Valinta Oy, Tuonti-Valinta Oy and Vibrato Oy.
In 2000 the loss on merger generated from merging of Tietovalli Oy and Tukivalli Oy.
9. Direct taxes
Income taxes on ordinary activities in 2000
Final taxes on ordinary activities in 1999
Change in deferred tax liabilities
89 986
28 513
-15 107
103 393
1 134 751
28 513
1 134 751
226 570
1 361 321
28 513
1 134 751
Notes to Balance Sheet, EURO
1. Fixed assets
Intangible assets:
ADP-programs
Acquisition cost 1.1.
Increases
Decreases
Accumulated depreciation 1.1.
2-5 years' straight-line depreciation for the
financial year
Book value 31.12.
Other long-term expenses
Increases
Decreases
2-5 years' straight-line depreciation for the
financial year
Book value 31.12.
Group
2000
1999
2000
1999
420 780
69 203
20 022
400 758
388 528
69 203
20 022
368 506
489 983
-81 504
420 780
-7 731
457 731
-70 754
388 528
-7 731
-165 223
-246 728
243 255
-73 774
-81 504
339 275
-154 473
-225 227
232 505
-63 023
-70 754
317 774
183 266
183 266
183 266
183 266
-38 181
-91 633
183 266
-129 814
53 453
85
183 266
183 266
-38 181
183 266
-38 181
-91 633
-38 181
145 086
-129 814
53 453
-38 181
145 086
-38 181
Group
2000
Loss on dissolution of Compupro and Alkilan
Increases
Decreases
Depreciation for the financial year
Group goodwill of Delectia
Book value 31.12.
3 314 512
5 082
3 319 594
-55 242
-663 665
-718 907
67 275
2 667 963
1999
2000
1999
3 314 512
3 314 512
Land and water areas
Land and water areas 1.1.
Increases
Reserve on consolidation
Decreases
Book value 31.12.
Membership fees
Membership fees 1.1.
Increases
Decreases
Book value 31.12.
3 314 512
-55 242
-55 242
3 259 270
2 600 688
3 259 270
80 730
80 730
-13 455
-13 455
67 275
126 399
126 399
-25 361
-27 395
101 038
101 038
99 005
99 005
22 991
22 991
22 991
22 991
22 991
22 991
Buildings
2 274 692
Increases
Decreases
Reserve on consolidation
-456 787.44
1 817 904
-176 451
-83 930
-260 381
Accumulated entries of reserve revenue
18 190
Entry of reserve revenue for the
financial year
17 544
Book value 31.12.
1 593 258
4 % depreciation reducing balance for the financial year
Population shelters
Increases
Decreases
Depreciation for the fiscal year
Book value 31.12.
25 % straight-line depreciation for the financial year
2 225 612
49 080
-454 754
1 819 938
-89 024
-87 427
-176 451
18 190
1 661 677
2 859
2 859
2 859
-1 251
-715
-1 966
893
2 859
-715
-536
-1 251
1 608
86
3 314 512
3 319 594
-55 242
-663 665
-718 907
Loss on dissolution of Compupro Oy will be written off within 5 years.
Goodwill of Delectia
Increases
Decreases
Accumulated depreciation 31.12
Book value 31.12.
3 314 512
5 082
-55 242
-55 242
Group
2000
898 140
Increases
306 652
-24 673
Decreases
1 180 130
-471 558
-171 488
-643 045
Book value 31.12.
537 074
25 % depreciation reducing balance for the financial year.
Other tangible assets:
1999
2000
1999
603 039
474 128
-179 028
898 140
-397 737
-70 458
-468 195
429 945
829 066
271 289
-24 673
1 075 682
-436 282
-130 197
-566 479
509 204
537 952
470 142
-179 028
829 066
-378 210
-58 071
-436 282
392 784
Group
2000
1999
2000
1999
1 699
1 362
3 061
1 699
1 362
3 061
Works of art:
Paintings of Krokforss
Paintings of A. Vilkuna
2. Investments
Shares and holdings
Increases
Decreases/eliminations
Group undertakings:
Shares in subsidiaries owned by
the parent company 31.12.2000
Delectia Tietojärjestelmät Oy
Kiint. Oy Jyväskylän Yrityspuisto ykkönen
3 635 259
1 226 510
-4 570 594
291 175
1 993 822
1 758 506
-3 461 003
291 325
3 635 259
1 226 510
-1 473 638
3 388 132
1 993 822
1 758 506
-117 069
3 635 259
Ownership
Pcs
Nominal
value
Book
value
100 %
100 %
5 995
24 010
16.81
3.53
1 222 390
1 874 566
3 096 956
100
168.19
281 191
1
1
1
1
1
750
84.09
4 036.51
1 681.88
170.88
25.23
4.64
84
4 037
1 682
171
25
3 481
250
1.68
505
9 985
3 388 132
The merger of Tietovalli Oy and Tukivalli Oy was registered on 29 December 2000.
Associated companies:
Owned by parent company
Webline NWF Oy
50 %
Other shares and holdings:
Shares and holdings of the
parent company 31.12.2000
Network investment
Kurk Golf Oy's share no.1000076
Jyväskylän Teknologiakeskus Oy
KH-Tietopalvelut Oy
OS/2 Systems
HPY securities
Telephone shares:
Tampereen Puhelinosuuskunta
Total shares and holdings of the parent company 31.12.
87
3. Financial assets
Short-term receivables
Accounts receivable
Group
2000
1 778 335
1999
2000
1999
2 796 156
1 778 335
Amounts owed by group undertakings
Accounts receivable
Short-term loan receivables
2 796 156
970
102 595
103 564
Amounts owed by participating interests
Other receivables
Loan receivables
Other receivables
Total short-term receivables
165 386
36 069
201 454
2 308
393 285
89 147
484 740
165 386
36 069
201 454
2 308
393 285
72 144
467 737
1 979 790
3 280 896
1 979 790
3 367 457
Substantial items included in prepayments and accrued income
Amount of business operation sales
owed by Webline NWF Oy
Interest receivable on time deposits
Allocated receivables
80 898
31 057
53 430
165 386
4. Shareholders' equity
Group
31.12.2000
Share capital
2 498 417
3 307 927
5 806 343
2 427 802
2 213 415
4 641 216
2 498 417
3 307 927
5 806 343
2 427 802
2 213 415
4 641 216
Profit from previous financial years 1.1.
Increases
Entry of reserve on consolidation revenue
Earnings from accumulated differences
between actual and planned depreciation
Amortization on goodwill on consolidation
Difference in merger costs, Valli companies
Dividend distribution
Scrip issue, registered 28.4.1999
Profit for the financial year
4 800 770
3 512 654
4 318 681
3 089 959
17 544
-482 148
-36 986
-13 455
25 053
-777 766
76 490
-777 766
Total shareholders' equity
31.12.1999
31.12.2000
31.12.1999
89 315
4 112 319
-399 110
-1 275 712
3 368 596
4 800 770
-207 515
3 333 400
-399 110
-1 275 712
2 903 544
4 318 681
9 918 663
9 441 986
9 139 744
8 959 898
5. Difference between actual and planned depreciation and change in
untaxed reserves divided into shareholders' equity and deferred tax liabilities
Amount due to difference between actual and
planned depreciation charged to profit for
the financial year
-36 986
582 609
Amount due to difference between actual
and planned depreciation charged to
shareholders' equity 1.1.
Delectia/Compupro
624 224
20 502
34 130
7 486
Amount due to difference between actual and
planned depreciation charged to
shareholders' equity 31.12.
607 741
624 224
88
Group
31.12.2000
31.12.1999
31.12.2000
31.12.1999
Deferred tax liabilities
235 620
242 754
Accumulated difference between actual and
planned depreciation in the balance sheet
843 361
866 978
4 023 004
89 315
1 432 174
3 368 596
3 540 916
-207 515
1 415 137
2 903 544
-607 741
3 504 578
-624 224
4 176 545
3 333 400
4 318 681
Statement of distributable funds 31.12.
Profit from previous financial years
Profit for the financial year
Amount due to accumulated difference
between actual and planned depreciation
charged to shareholders' equity
The share capital of the parent company includes 11,897,222 shares (1 vote/share). The book value of the share is 0.21 euro.
The accumulated appropriations of the parent company consist of accumulated difference between actual and planned
depreciation.
6. Liabilities
Long-term liabilities:
Pension loans
Short-term:
Amounts owed outside the company:
Advances received
Accounts payable
Other short-term liabilities
156 078
156 078
19 971
346 972
366 943
156 078
156 078
19 971
346 972
366 943
996 789
105 105
501 200
1 163 872
2 766 966
863 807
193 234
656 113
1 190 392
2 903 547
996 789
105 038
1 976 218
895 996
3 974 041
863 807
191 794
2 100 428
946 812
4 102 841
Invoiced maintenance fees are allocated over a period of time. A sum for the coming year is charged to liabilities. Allocation
for 2001, amounting to 993,417.21 euro is charged to advances received.
Group
31.12.2000
31.12.1999
31.12.2000
31.12.1999
Amounts owed to group undertakings:
Other liabilities
1 491 566
1 491 566
1 444 314
1 444 314
7. Substantial items included in accruals and deferred income
The accruals and deferred income of the Group 31.12. includes the holiday bonuses with social security costs amounting to
723.383.53 euro as well as deferred tax liabilities.
Deferred tax liabilities:
From appropriations
From allocation differences
235 620
40 138
275 758
242 753.95
340 011.10
582 765.05
26 000
302 411
54 960
418 731
8. Contingent liabilities
Securities
Pledged deposits
Leasing liabilities VAT 0 %
The sum to be paid in 2001 for leasing liabilities amounts to 203,744.11 euro.
89
26 000
302 411
54 960
418 731
INFORMATION ON KEY FIGURES
1. Changes in share capital 1988 - 2000
Type of issue
Foundation of the company
Rights issue
Rights issue
Change in nominal value
Scrip issue
(Acquisition of Tietovalli companies)
Date
Number
of shares
before
change
Change
Number
of shares
after
change
Change
in share
capital
New
share
capital
24.8.1988
0
+150
150
2 523
2 523
9.8.1989
150
+14 270
14 420
240 004
242 527
14 420
+190 730
205 150
102 511
345 038
205 150
+8 000 850
8 206 000
1 378 222
1 723 260
8 206 000
+3 191 222
11 397 222
670 157
2 393 417
11 397 222
+163 738
11 560 960
34 385
2 427 802
11 560 960
+308 632
11 869 592
64 812
2 492 614
11 869 592
+27 630
11 897 222
5 802
2 498 416
1996
1997
1998
1999
2000
2 601 623
354 131
13.6
330 235
3 726 387
1 087 230
29.2
1 083 032
7 231 238
3 187 567
44.1
3 226 165
11 245 612
4 996 606
44.4
5 101 454
11 031 009
52 746
0.5
202 228
12.7
172 268
6.6
18.6
35.5
160 814
24.0
43.4
29.1
1 109 608
29.8
78.2
90.4
-553 609
-39.4
66.8
44.6
3 238 374
44.8
86.1
119.9
-2 840 269
-71.7
69.8
45.4
4 729 917
42.1
54.2
74.1
-2 814 455
-29.8
79.7
1.8
192 708
1.7
1.0
2.1
-5 191 676
-52.3
83.7
311 641
155 549
199 968
928 133
429 366
12,0
447 644
4.2
473 336
2.8
661 245
8.3
1 727 656
3.9
2 376 109
17.2
50
12.7
54
9.1
59
15.4
104
21.5
177
1996
1997
1998
1999
2000
0.01626
0.08159
0.01261
77.6
0.09889
0.17120
0.01934
19.6
0.28131
0.48260
0.04864
17.3
0.34907
0.81671
0.06728
19.2
0.49
39.5
0,00812
0,83370
*) 0.07
861,6
3,89
221,7
8.15
15.20
13.80
1,75
32,00
1,80
22.11.1989
28.4.1999
8.9.1999
Directed issue, change of shares,
(Acquisition of Compupro Oy)
9.12.1999
Directed issue, change of shares,
(Acquisition of Delectia Oy)
16.3.2000
(Acquisition of Alkilan Oy)
26.4.2000
2. Key figures and economic indicators
Net sales, euro
Operating profit (loss), euro
Operating profit (loss), % of net sales
Profit before extraordinary items, provisions and taxes
Profit before extraordinary items, provisions and taxes,
% of net sales
Profit before provisions and taxes, euro
Profit before provisions and taxes,% of net sales
Return on equity, % (ROE)
Return on investment, % (ROI)
Interest-bearing net liabilities, euro
Net gearing ratio, %
Equity ratio, %
Gross investments
in fixed assets, euro
Gross investments in fixed assets,
% of net sales
Research and development expenses, euro
Research and development expenses,
% of net sales
Personnel on average
3. Key figures per share
Earnings/share, euro
Shareholders' equity/share, euro
Dividend/share, euro
Dividend/earnings, %
Effective dividend yield, %
Price/earnings ratio (P/E)
Share price development
- Low in financial year, euro
- High in financial year, euro
- At the date of financial statements, euro
90
1996
- Average in financial year, euro
Market capitalization, million euro
Share turnover, pcs
Share turnover, % of total number of shares
Average adjusted number of
shares in period
Adjusted number of shares
at the end of period
*) The Board of Directors' proposal
1997
1998
Private enterprises
Public enterprises
Financial and insurance institutions
Public sector entities
Non-profit organizations
Households
Foreign
489 500
Total
10 398 086
11 825 145
8 206 000
8 206 000
8 206 000
11 560 960
11 897 222
%
831 816
886 000
4 400
7 990 396
1 695 110
4.11
0.00
6.99
7.45
0.04
67.16
14.25
11 897 222
100.00
% of
shareholders
Number of
shares
% of total
number
of shares
3 786
402
95
18
4 301
88.03
9.35
2.21
0.42
100.00
4 301
100.00
999 940
1 148 428
2 727 683
7 021 171
11 897 222
0
11 897 222
8.40
9.65
22.93
59.02
100.00
0.00
100.00
Shareholder
Number of
shares
%
Häll Matti
Sarpola Tapio
Nikkanen Juha
Royal Skandia Life Assurance Ltd *)
Häll Timo
Pitkänen Risto
Leonia kasvuosake sijoitusrahasto
Häll Maire
LEL Työeläkekassa
Royal Skandia Life Assurance Ltd *)
Keskinäinen Eläkevak. Varma-Sampo
Others
Total
1 560 409
677 016
582 063
553 941
495 291
443 104
415 900
382 948
328 750
298 393
277 050
5 882 357
11 897 222
13.12
5.69
4.89
4.66
4.16
3.72
3.50
3.22
2.76
2.51
2.33
49.44
100.00
4 301
1 589 952
13.36
1 784 026
15.00
The Board of Directors and the Managing Director
own 2,142,472 shares (18.01 %) of the
total number of the company's shares.
2 142 472
18.01
Interim list
Total
6. Largest shareholders 9 January 2001
Shareholders
*) Total ownership
Shares registered in the name of a
nominee and foreign
10,60
21,42
11 728 215
98.6
8 206 000
Number of
shareholders
1 – 1,000
1,001 – 10,000
10,001 – 100,000
100,001 –
Total
10.36
159.54
1 958 837
16.9
8 206 000
5. Shareholders by ownership 9 January 2001
Number of shares owned
2000
8 206 000
4. Shareholders by sector 9 January 2001
Number
shares
1999
91
Key figures are calculated according to the guidelines of the Finnish Accounting Standards Board:
Return on Equity (ROE) %:
Profit/loss before extraordinary items, provisions and taxes – taxes +/– tax impact of extraordinary items x 100
Shareholders' equity + minority interest + untaxed reserves and difference between actual and planned depreciation less deferred tax liabilities
(average over the year)
Return on Investment (ROI) %:
Profit/loss before extraordinary items, provisions and taxes + interest and other financial costs x 100
Total balance sheet – Non interest-bearing liabilities (average)
Equity ratio %:
Shareholders' equity + minority interest + untaxed reserves and difference between actual and planned depreciation less deferred tax liabilities
Total balance sheet – advances received
Earnings/share, euro:
Profit before extraordinary items, provisions and taxes – taxes +/– tax impact of extraordinary items +/– minority interest
Adjusted number of shares on average during the year
Shareholders' equity/share, euro:
Shareholders' equity untaxed reserves and difference between actual and planned depreciation less deferred tax
liabilities and minority interest adjusted number of shares at the date of financial statements.
Dividend/share:
The adjusted dividend per share is calculated by dividing the dividend per share for the financial year with the share issue adjustment ratios (share
issue occurred after the financial year end).
Dividend/earnings:
Dividend per share x 100
Earnings per share
Calculation of other key figures:
Interest-bearing net liabilities:
Interest-bearing liabilities – cash at bank and in hand and other marketable securities
Net Gearing Ratio, %:
Interest-bearing liabilities – cash at bank and in hand and other marketable securities x 100
Shareholders' equity + minority interest + untaxed reserves and accumulated difference between actual and planned depreciation less deferred tax
liabilities
Effective dividend yield:
Adjusted dividend/share x 100
Adjusted share price at the date of financial statements
P/E ratio:
Adjusted share price 31.12.
Earnings/share
92
AUDITORS' REPORT
To the shareholders of Liinos Plc
We have audited the accounting records, the financial statements and the administration of Liinos Plc for the period
1.1. – 31.12.2000. The financial statements prepared by the Board of Directors and the Managing Director include
the report of the Board of Directors as well as income statement, balance sheet and notes to the financial statements
of the Group and the parent company. Based on our audit we express an opinion on the financial statements and
administration.
We conducted our audit in accordance with Finnish Generally Accepted Auditing Standards. Those standards
require that we plan and perform our audit in order to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial statement presentation. The purpose
of our audit of administration has been to examine that the members of the Board of Directors and the Managing
Director have complied with the rules of the Finnish Companies' Act.
In our opinion, the financial statements have been prepared in accordance with the Finnish Accounting Act and
other rules and regulations governing the presentation of financial statements in Finland. The financial statements
give a true and fair view, as defined in the Finnish Accounting Act, of the group's and parent company's result of
operations, as well as the financial position. The group and parent company financial statements can be adopted and
the members of the Board of Directors and the Managing Director of the parent company can be discharged from
liability for the period audited by us. The proposal by the Board of Directors concerning the disposition of the profit
for the year is in compliance with the Finnish Companies' Act.
Helsinki, 30 January 2001
Tilintarkastajien Oy–Ernst & Young
Auditors
Johnny Forsström
Authorized Public Accountant
93
INTERIM REPORT 1 JANUARY – 30 SEPTEMBER 2001
THIRD QUARTER 2001
-
Net sales in the third quarter grew to 3.0 million euro, an increase of 52 % compared to corresponding period
last year (2.0 million euro)
Operating profit in the third quarter amounted to 0.7 million euro, equal to 22 % of the net sales (-0.3 million
euro)
Operating profit before goodwill amortization in the third quarter amounted to 0.8 million euro, equal to 27
% of the net sales (-0.2 million euro)
Equity ratio of the Group was 78,5 % (84,5 %)
Value of the new orders received during the third quarter increased by 171 % compared to the corresponding
period last year, but decreased by 52% compared to the previous quarter
Average number of the personnel in the third quarter was 161 (175)
ASP and automation projects reached the pilot phase in the third quarter
Strong investments in the internationalization continued
Growth of the net sales for this year is expected to be 10-15 %. As well, the operating profit is expected to
account for 10-15 %.
Net sales
In July–September Liinos Group posted net sales of 3.0 million euro, an increase of 52 % compared to the
corresponding period last year, when the net sales amounted to 2.0 million euro. The sales of own products and
services amounted to 97 % of the net sales. The net sales decreased by 16 % in the third quarter compared it to the
previous quarter. Liinos’ personnel spends the summer vacations in July and therefore the net sales in the third
quarter is less than in other quarters.
Net sales by business activities in the third quarter:
thousand euro
Licenses
Maintenance
Training
Other
7-9/2001
833
1 217
850
86
7-9/2000
505
697
308
455
Change %
65
74
176
-81
The earnings from the maintenance include also the income from the sales of euro conversion packages, amounting
to 249 thousand euro in the third quarter. The growth in the value of new orders received has continued already
about 10 months and has influenced specially in the earnings from license fees and training.
Net sales by business customer sectors in the third quarter:
thousand euro
Property Management
Industry
Other
7-9/2001
550
1 213
559
676
-12
7-9/2000
174
1010
240
527
14
Change %
216
20
133
28
-186
Development of earnings
The operating profit before goodwill amortization in the third quarter amounted to 0.8 million (-0.2 million) euro,
equal to 27 % of the net sales, and after goodwill amortization 0.7 million (-0.3 million) euro, i.e. 22 % of the net
sales.
Significant expense items during the period under review were the investments in further development of Liinos6
product family. Also development of the ASP and automation projects and getting them into the pilot phase were
invested in. The significant investments in the internationalization were made. Almost one third of the Group’s
personnel was employed with the development of the new Liinos6 product family and service concept.
The expenses having influence on the Group’s operating profit in the third quarter were 5 % more than during the
corresponding period last year. In spite of the steep growth of the orders received, the company has been able to
carry out the projects cost-efficiently, which means that the expenses compared to the net sales have decreased.
94
New orders received
The value of the new orders received in the third quarter increased by 171 % compared to the corresponding period
last year. One fifth of these were euro conversions. The influence of these business activities will not be seen earlier
than in the last quarter of this year and in the first quarter of next year. The new orders received decreased by 52 %
compared to the previous quarter. One third of this reduction is due to the summer vacations of Liinos’ personnel.
The summer vacations of the client companies’ personnel and naturally also the prevailing economic situation do
influence.
Research and development and commercialization
The resources were directed specially to structural changes of the system and these changes were mainly carried out
during this quarter. ASP and automation projects were further invested in. The training of the personnel from the
acquired companies and now working in the research and development unit were invested in. The investments in
translating Liinos6 system to Swedish and German continued.
Balance sheet and financial performance
The financial performance of the Group remained strong. On 30 September 2001, the total balance sheet of the
Group amounted to 14.2 million euro of which marketable securities and cash at bank and in hand totalled to 7.9
million euro. The Group had no other interest-bearing debt than the loans for research and development from
TEKES amounting to 0.7 million euro. The equity ratio was 78,5 % (84,5 %) and net gearing -70,6 % (-40,3 %). At
the end of the period under review, the liquid funds of the parent company, amounting to 3.9 million euro, were
invested in institutional interest-bearing deposits at Sampo Bank and 3.5 million euro in three months’ time deposits.
Investments
In the third quarter no significant investments were made. The investments in the fixed assets have been financed
mainly with two years’ lease financing or have been charged to profit. Leases are charged to profit. All the research
and development expenses are charged to profit.
Extraordinary income and expenses in the third quarter
No extraordinary income and expenses have occurred in the third quarter, but the following extraordinary item is
included in the income statement:
Already in the previous quarter, on 24 May 2001, Webline NWF Oy sold its previous business activities to Jippii
Group Oyj by subscribing for 37,500 pcs of Jippii Group Oyj’s new shares. Due to decline in the Jippii Group Oyj’s
market rates the value of these shares were written down by 109 thousand euro. This write-down is included in the
financial expenses.
Financial expenses and income in the third quarter
The financial income included 46 thousand euro of interest income received from time deposits. No other significant
financial expenses occurred, than the above mentioned white-down on shares.
Personnel
At the end of the third quarter the Group employed 161 persons, three persons less than at the end of the previous
quarter and one person less than at the end of the third quarter last year. More resources were directed to the further
development of Liinos6 product family as well as to sales, software support and customer services. At the same time
the personnel working with acquired product families decreased.
Changes in the group structure and organization in the third quarter
No significant changes in the Group structure and organization occurred in the third quarter.
Mr. Kyösti Moisio, Administrative Director of Liinos, was appointed as the Director of Property Management
Business Area since 1 September 2001.
95
Mr. Arto Järvinen was appointed as the Sales and Marketing Director on 17 September 2001. He earlier worked for
Restel Oy as the Marketing Director. Since 1 October 2001 Arto Järvinen is responsible for Liinos’ domestic sales
and marketing.
Events after the end of the period under review
Since the end of the period under review no significant events are to be reported.
Prospects for the near future
The evident growth in the new orders received further boosts the net sales growth for the rest of the year. However,
the growth of the net sales is not expected to remain as strong as in previous quarters. In spite of the increase in
general uncertainties, the value of new orders has clearly grown, the fact that has been helped by the good
competitiveness of our Liinos6 system in the selected markets. We believe that in the future the value of new orders
do not increase as much as in earlier quarters, because of higher reference values and weakening economic trend.
The growth of the net sales for the whole year is predicted to remain in 10-15 % as reported in the previous interim
report. Of this year’s net sales the euro conversions are estimated to amount for 1.35 million euro, of which about
250 thousand euro would be included in the figures of the last quarter of this year. The operating profit for the early
part of this year has been higher than predicted for the whole year, but during the rest of this year the operating
profit will likely be lower due to stronger investments in the internationalization and ASP activities than in the early
part of the quar. The prospects for year 2002 will be taken the position not earlier than in the financial statement
bulletin to be published on 22 January 2002.
Based on a wide survey of the international markets, the Nordic countries is the main focus.
LIINOS GROUP
In the third quarter the following subsidiaries belonged to Liinos Group: Oy LiinosASP Ab (earlier Webline NWF
Oy), Vitecom Oy and Kiint. Oy Jyväskylän Yrityspuisto Ykkönen.
During the same period last year the following companies belonged to Liinos Group: Delectia Oy Tietojärjestelmät,
Tukivalli Oy, Tietovalli Oy and Kiint. Oy Jyväskylän Yrityspuisto Ykkönen.
Thousand euro
INCOME STATEMENT
Net sales
External services
Staff expenses
Depreciation, amortization and write-downs
Operating profit/loss
Profit/loss before extraordinary items,
appropriations and taxes
Extraordinary income and expenses
Profit/loss before appropriations and taxes
Income taxes
Profit/loss for the financial period
1.7.-30.9.2001
1.7.-30.9.2000
Change
%
2 986
106
33
28
1 144
222
1 008
658
-63
1 965
4
91
-1
1 311
300
612
-344
42
52
999
-64
999
-13
-26
65
291
-250
595
0
595
194
401
-302
0
-302
-90
-212
297
0
297
315
289
96
LIINOS GROUP
Thousand euro
1.1.30.9.2001
1.1.30.9.2000
Change
%
1.1.31.12.2000
9 520
352
97
113
4 343
781
2 771
1 768
-135
8 323
10
196
74
4 692
890
2 314
168
65
14
999
-51
52
-7
-12
20
952
-308
11 031
202
253
114
6 387
1 180
3 245
53
149
1 633
0
1 633
530
1 103
233
-7
226
79
146
601
100
623
570
657
202
-10
193
103
89
30.9.2001
30.9.2000
31.12.2000
2 343
1 761
11
4 115
3 202
2 322
291
5 815
2 965
2 258
291
5 514
CURRENT ASSETS
Inventories
Short-time receivables
Marketable securities
Cash at bank and in hand
Total
0
2 181
3938
3 947
10 065
0
2 537
2 104
2 268
6 909
0
1 980
1 460
3 888
7 328
TOTAL ASSETS
14 180
12 724
12 842
2 498
3 308
3 280
1 103
10 189
2 498
3 308
4 023
146
9 975
2 498
3 308
4 023
89
9 919
689
355
156
1 203
35
580
1 484
3 991
922
19
491
962
2 749
997
105
501
1 164
2 923
14 180
12 724
12 842
INCOME STATEMENT
Net sales
External services
Staff expenses
Operating profit
Profit before extraordinary items,
Profit before appropriations and taxes
Income taxes
Profit for the financial period
LIINOS GROUP
Thousand euro
BALANCE SHEET
NON-CURRENT ASSETS
Intangible assets
Tangible assets
Investments
Total
LIABILITIES AND SHAREHOLDERS’
EQUITY
Share capital
Profit/loss brought forward
Total shareholders’ equity
LIABILITIES
Long-terms liabilities
Other long-term debt
Short-term liabilities
Advances received
Accounts payable
Other debt
Total liabilities
TOTAL LIABILITIES AND
97
KEY FIGURES OF THE GROUP
Return on equity, %
Return on investment, %
Net gearing, %
Equity ratio, %
Key figures per share
Earnings/share, euro
Equity/share, euro
1.1.30.9.2001
1.1.30.9.2000
1.1.31.12.2000
11.0
15.6
-70.6
78.5
1.6
2.4
-40.3
84.5
1.0
2.1
-52.3
83.7
0.09271
0.85641
0.01280
0.83847
0.00812
0.83370
PROFIT/LOSS OF LIINOS GROUP BY QUARTERS OF THE YEAR
Thousand euro
INCOME STATEMENT
Net sales
External services
Staff expenses
Operating profit/loss
Profit/loss before extraordinary items,
Profit/loss before appropriations and taxes
Income taxes
10-12/2000
1-3/2001
4-6/2001
7-9/2001
2 708
192
2 992
217
3 542
29
2 986
106
58
40
1 696
290
931
-115
84
34
30
1 563
305
804
474
-126
30
55
1 636
254
960
636
54
33
28
1 144
222
1 008
658
-63
-30
-3
-33
24
-57
348
0
348
104
244
690
0
690
232
458
595
0
595
194
401
10-12/2001
1-3/2001
4-6/2001
7-9/2001
772
600
809
527
850
1 071
1 003
68
756
1 486
1 114
186
833
1 217
850
86
10-12/2000
1-3/2001
4-6/2001
7-9/2001
259
1 416
251
736
46
394
1 351
405
806
36
590
1 566
399
936
51
550
1 213
559
676
-12
Net sales by business activities:
Thousand euro
Licenses
Maintenance
Training
Other
Net sales by customer sectors:
Thousand euro
Property Management
Industry
Wholesale and Specialized trade
Other
The figures of this interim report are not audited.
Liinos will publish the financial statements for 1 January – 31 December 2001 on 22 January 2002.
LIINOS PLC
THE BOARD OF DIRECTORS
98
ANNEX E: ARTICLES OF ASSOCIATION OF LIINOS
The following version of the Articles of Association of Liinos is an unofficial translation of the Finnish language
version registered in the Finnish Trade Register.
§ 1. Name and Domicile of the Company
The name of the Company is Oyj Liinos Abp, and its domicile the City of Jyväskylä. The parallel company names
are: Liinos Plc in English language, Liinos AG in German language and Liinos S.A. in French language.
§ 2. Object of the Company
The object of the Company is manufacturing and selling computer programs, consulting of the management and
administratives of companies operating in the computer business and other activities related thereto. The Company
also operates as a holding company, as an investment company, as a research and development company and as a
finance company and takes wholly or partly care of the organizing, financing, marketing and human resource
services and other duties of its subsidiaries and of other companies. The Company further is engaged in producing,
trading and marketing of administrative and office services and selling of computer related equipment. The
Company may, for the purpose of its business, own securities and real estates.
§ 3. Minimum and Maximum Share Capital
The authorized share capital of the Company is minimum EUR 1,723,260 and maximum EUR 6,893.040, within the
limits of which the share capital may be increased or decreased without amending the Articles of Association.
§ 4. Number of Shares
The shares of the Company don’t have a nominal value. The minimum amount of the shares is 820,600 shares and
the maximum amount is 82,060,000 shares.
§ 4 A Book-entry System
The shares of the Company are to be registered in the Finnish book-entry system as of the registration day
determined by the Board of Directors.
§ 4 B Balancing Procedure
After the registration day a person has a right to obtain funds divided from the Company or to subscribe shares in
relation to an increase of share capital of the Company only, if:
1. on the registration day the person is registered in the share register of the Company;
2. the person’s aforesaid right in relation to the Company has on the registration day been registered in a bookentry account belonging to the person, provided that the person has also been registered as a shareholder in the
Company’s shareholders’ register; or
3. if the share is registered in the nominee register, the person on who’s book-entry account the share is registered
on the registration day and whose share manager is on the registration day registered in the Company’s
shareholders’ register as the share manager of the person’s share.
§ 5. Board of Directors
The Board of Directors consists of a minimum of five (5) and a maximum of (8) ordinary members. The members of
the Board are elected in the Annual General Meeting of Shareholders. The Board of Directors elects one of its
members as the chairman for a term of office of one year. A majority decision requires one (1) vote majority.
§ 6. General Manager
The Company has a General Manager, who is elected by the Board of Directors.
§ 7. Signatories of the Company
Authorized to sign the Company’s name are the General Manager alone and the members of the Board of Directors
two together. The Board of Directors may authorize a person to sign the Company’s name together with another
authorized person or together with a board member. If the Company authorizes a person to be a holder of
procuration such holder may sign the Company’s name with another such holder of procuration.
§ 8. Auditors of the Company
The auditor of the Company shall be an accounting entity authorized by the Central Chamber of Commerce. The
auditor of the Company is elected until further notice.
99
§ 9. Fiscal Period
The Fiscal period of the company is 1 January – 31 December
§ 10. Notice of the Meeting of the Shareholders
The notice of the Meeting of the Shareholders has to be delivered to the shareholders six (6) weeks before the
meeting at the earliest and twelve (12) days before the meeting at the latest by publishing the notice in a national
newspaper chosen by the Board of Directors.
In order to obtain a right to participate to the Meeting of the Shareholder, a shareholder or his representative has to
make a participation notice to the headquarters of the Company in Jyväskylä on the notice day, determined by the
Board of Directors and published in the notice of the meeting, at the latest. The notice day may not be earlier than
five (5) days before the meeting.
§ 11. General Meeting of Shareholders
The General Meeting of Shareholders shall be held annually before the end of April on the day resolved by the
Board of Directors.
At the General Meeting of Shareholders the following shall be
presented
1. financial statements, which comprises the profit and loss account, balance sheet and annual report;
2. the auditors' report;
resolved
3. upon the adoption of the profit and loss statement and the balance sheet;
4. upon the measures to which the profit or loss of the adopted balance sheet may give cause;
5. upon the granting of discharge to the members of the Board of Directors and the General Director;
6. upon the remuneration of the members of the Board of Directors and the auditors;
7. upon the amount of the members of the Board of Directors;
elected
8. the members of the Board of Directors; and if needed
9. the auditor of the Company
100
Omslag
04.01.02
19:02
Side 1
OFFER DOCUMENT
4 January 2002
VISMA ASA’s
Public Tender Offer to acquire Shares in
LIINOS PLC.
The Offeror:
Visma ASA
P.O.Box 774, Sentrum
0106 Oslo, Norway
Tel. +47 23 15 80 00
Fax. +47 23 15 81 58
Financial adviser to Visma ASA in connection
Munkedamsveien 45 D
P.O. Box 1444 Vika
0115 Oslo, Norway
Visma ASA (the ”Offeror” or “Visma”) hereby offers to acquire (the ”Tender Offer”) all of the issued and
outstanding shares in Liinos Plc (”Liinos” and together with its subsidiaries, the “Liinos Group”) (the ”Shares”
and each of them separately, a “Share”).
The consideration offered for each Share is 0.289 new shares (the “Offer Shares” and each of them separately a
“Offer Share”) in the Offeror (the “Exchange Consideration”) or, alternatively, a cash consideration of EUR 2.50
for up to a maximum of 1,200 Shares (the ”Cash Consideration”). Insofar as the number of Offer Shares to be
given as Exchange Consideration to a shareholder in Liinos is not a whole number, the shareholder shall be
compensated in cash for the amount exceeding a whole number (see Chapter 2 “Terms and Conditions of the
Tender Offer”).
weighted by trade volumes paid for the Shares on the NM-list of the Helsinki Securities and Derivatives
Exchange, Clearing House Ltd. (the “Helsinki Exchanges”) during 7 November 2001 - 7 December 2001
calculated on the basis of the average trading price weighted by trade volumes paid for the shares in Visma on
the Main List of the Oslo Exchanges during 7 November 2001 - 7 December 2001. The Cash Consideration
represents a premium of approximately 40 per cent to the average trading price weighted by trade volumes paid
for the Shares on the NM-list of the Helsinki Exchanges during 7 November 2001 - 7 December 2001.
Tel. +47 22 01 60 00
Fax. +47 22 01 61 10
The offer period of the Tender Offer (the “Offer Period”) commences on 7 January 2002 at 9:00 a.m. (Finnish
time) and expires on 21 January 2002 at 5:00 p.m. (Finnish time). The completion of the Tender Offer is subject
to fulfillment of certain conditions as presented in Section 2.3 (“Terms and Conditions - Conditions Precedent to
the Completion of the Tender Offer”).
Finnish financial adviser to Visma ASA in connection
Visma and shareholders in Liinos representing approximately fifty (50) per cent of the shares and votes in Liinos
(the “Major Shareholders”) have on 9 December 2001 entered into a share exchange agreement (the “Share
Exchange Agreement”) under which the Major Shareholders have unconditionally and irrevocably approved the
Tender Offer and accepted the Exchange Consideration.
Eteläranta 8
P.O. Box 315
00130 Helsinki, Finland
Tel. +358 10 444 11
Fax. +358 10 444 2957
The information on this front page should be read in conjunction with, and is qualified in its entirety by, the more
detailed information in this Offer Document, including Chapter 2 “Terms and Conditions of the Tender Offer”.
shareholders in Liinos (the “Shareholders” and each of them separately a “Shareholder”) to accept the Tender
Offer.
See “Investment Considerations” for a discussion of certain factors that should be considered by
prospective investors.
Handelsbanken Securities
Manager
www.kursiv.no
Finnish adviser

Prospect Liinos

Transcription

Similar documents

CMKM DIAMONDS, INC.

Visma.net AutoPay Fact Sheet

Principles governing the provision of our homes

FOL-1-FORMA 2 - Service Alberta

Multi Sports trades actively as Permanis CEO

Stock Options Definition

Farm News - Bee Heaven Farm

Veille médias Vos avantages

Hipwee Social Marketing