Scan Global Logistics Holding ApS. relating to the listing of. DKK 500,000,000 Senior Secured Callable Bonds due 2018

Transcription

1 Scan Global Logistics Holding ApS relating to the listing of DKK 500,000,000 Senior Secured Callable Bonds due 2018 Sole Bookrunner Prospectus dated 30 May 2016

2 IMPORTANT NOTICE: This prospectus (the "Prospectus") has been prepared by Scan Global Logistics Holding ApS (the "Issuer", or the "Company" or together with its direct and indirect subsidiaries unless otherwise indicated by the context, the "Group"), a public limited liability company incorporated in Denmark, having its headquarters located at the address, Kirstinehøj 7, 2770 Kastrup, Denmark, with CVR No , in relation to the application for the listing of the senior secured floating rate bonds denominated in DKK (the "Bonds") on the corporate bond list on Nasdaq Stockholm Aktiebolag, reg. no ("Nasdaq Stockholm"). Pareto Securities Oy has acted as sole bookrunner in connection with the issue of the Bonds (the "Sole Bookrunner"). This Prospectus has been prepared in accordance with the standards and requirements of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument) (the "Trading Act") and the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC as amended by the Directive 2010/73/EC of the European Parliament and of the Council (the "Prospectus Regulation"). The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Trading Act. Approval and registration by the SFSA does not imply that the SFSA guarantees that the factual information provided in this Prospectus is correct and complete. This Prospectus has been prepared in English only and is governed by Swedish law and the courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this Prospectus. This Prospectus is available at the SFSA s website ( and the Issuer s website ( Unless otherwise stated or required by context, terms defined in the terms and conditions for the Bonds beginning on page 34 (the "Terms and Conditions") shall have the same meaning when used in this Prospectus. Except where expressly stated otherwise, no information in this Prospectus has been reviewed or audited by the Company s auditor. Certain financial and other numerical information set forth in this Prospectus has been subject to rounding and, as a result, the numerical figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. This Prospectus shall be read together with all documents incorporated by reference in, and any supplements to, this Prospectus. In this Prospectus, references to "EUR" refer to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, references to "DKK" refer to Danish krona, references to "SEK" refer to Swedish krona, and references to "USD" refer to American Dollars. Investing in bonds is not appropriate for all investors. Each investor should therefore evaluate the suitability of an investment in the Bonds in light of its own circumstances. In particular, each investor should: (c) (d) (e) have sufficient knowledge and experience to carry out an effective evaluation of (i) the Bonds, (ii) the merits and risks of investing in the Bonds, and (iii) the information contained or incorporated by reference in the Prospectus or any supplements; have access to, and knowledge of, appropriate analytical tools to evaluate in the context of its particular financial situation the investment in the Bonds and the impact that such investment will have on the investor s overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks resulting from an investment in the Bonds, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the investor s own currency; understand thoroughly the Terms and Conditions and the other Finance Documents and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the assistance of a financial adviser) possible scenarios relating to the economy, interest rates and other factors that may affect the investment and the investor s ability to bear the risks. This Prospectus is not an offer for sale or a solicitation of an offer to purchase the Bonds in any jurisdiction. It has been prepared solely for the purpose of listing the Bonds on the corporate bond list on Nasdaq Stockholm. This Prospectus may not be distributed in or into any country where such distribution or disposal would require any additional prospectus, registration or additional measures or contrary to the rules and regulations of such jurisdiction. Persons into whose possession this Prospectus comes or persons who acquire the Bonds are therefore required to inform themselves about, and to observe, such restrictions. The Bonds have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds are being offered and sold outside the United States to purchasers who are not, or are not purchasing for the account of, U.S. persons in reliance upon Regulation S under the Securities Act. In addition, until 40 days after the later of the commencement of the offering and the closing date, an offer or sale of the Bonds within the United States by a dealer may violate the registration requirements of the Securities Act if such offer or sale of the Bonds within the United States by a dealer may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to an exemption from registration under the Securities Act. The offering is not made to individuals domiciled in Australia, Japan, Canada, Hong Kong, the Italian Republic, New Zeeland, the Republic of Cyprus, the Republic of South Africa, the United Kingdom, the United States (or to any U.S person), or in any other country where the offering, sale and delivery of the Bonds may be restricted by law. This Prospectus may contain forward-looking statements and assumptions regarding future market conditions, operations and results. Such forwardlooking statements and information are based on the beliefs of the Company s management or are assumptions based on information available to the Group. The words "considers", "intends", "deems", "expects", "anticipates", "plans" and similar expressions indicate some of these forwardlooking statements. Other such statements may be identified from the context. Any forward-looking statements in this Prospectus involve known and unknown risks, uncertainties and other factors which may cause the actual results, performances or achievements of the Group to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Further, such forwardlooking statements are based on numerous assumptions regarding the Group s present and future business strategies and the environment in which the Group will operate in the future. Although the Company believes that the forecasts of, or indications of future results, performances and achievements are based on reasonable assumptions and expectations, they involve uncertainties and are subject to certain risks, the occurrence of which could cause actual results to differ materially from those predicted in the forward-looking statements and from past results, performances or achievements. Further, actual events and financial outcomes may differ significantly from what is described in such statements as a result of the materialisation of risks and other factors affecting the Group s operations. Such factors of a significant nature are mentioned in the section "Risk factors" below. This Prospectus shall be read together with all documents that are incorporated by reference, see subsection "Documents incorporated by reference" under section "Other information" below, and possible supplements to this Prospectus. W/ /v8

3 3(69) TABLE OF CONTENTS RISK FACTORS 4 THE BONDS IN BREIF 16 STATEMENT OF RESPONSIBILITY 20 DESCRIPTION OF MATERIAL AGREEMENTS 21 DESCRIPTION OF THE GROUP 22 MANAGEMENT 28 HISTORICAL FINANCIAL INFORMATION 30 OTHER INFORMATION 32 TERMS AND CONDITIONS OF THE BONDS 34 ADDRESSES 69

4 4(69) RISK FACTORS Market and Group specific risks Competitive landscape The global freight forwarding business is highly competitive. The Group has a number of competitors across different segments and markets. It is possible that these competitors will grow to be stronger in the future, for example, by means of consolidation. There is a risk that the Group will not be able to compete successfully against current as well as future competitors and that such failure has a negative effect on the Group's operations, earnings and financial position. Global economic conditions There is a risk that a lengthy economic downturn, a decline in the gross domestic product growth rate and world import and export levels, and other geopolitical events have an adverse effect on the global transportation industry and trigger a decrease in the demand for the Group's services. Consequently, there is a risk that such events have an adverse impact on the Group s operations earnings and financial position. Changes in legislation A number of legislations and regulations including regulations governing the activities carried out by the Group's carriers, taxes and rules affect the Group's business, financial position and impose restrictions on the Group's carriers. There is a risk that any new or amended legislations and regulations calls for unexpected costs or restrict the business conducted by the Group. Credit and counterparty risk There is a risk that the Group s customers and other counterparties (including suppliers) end up in a financial situation where they cannot pay the agreed fees or other amounts owed to the Group as they fall due, or otherwise abstain from fulfilling their obligations. If the Group s counterparties are not able to fulfill their obligations, there is a risk that such failure is affecting the Group s earnings and financial position negatively. Interest rate risk The Group is exposed to interest risks on interest-bearing current and non-current liabilities. Changes in interest rates on the Group's liabilities affect the Group's results of operations. In addition, the Group's results of operations and financial position are exposed to the effect of market interest rates. There is a risk that the Group fails to control interest rate risk and that such failure have a material adverse effect on the Group's operations, earnings and financial position. Currency risk The Group s functional currency is DKK. Although the Group s primary operations and cash flows are typically denominated in DKK, the Group also has operations and costs that are not denominated in DKK. These include USD, EUR and SEK among others. Consequently, there is a risk that the Group is exposed to unfavorable fluctuations in currency exchange rates and that such fluctuations adversely impact on the Group's operations, earnings and financial position.

5 5(69) The Issuer presents its financial statements in DKK. As a result, the Issuer must translate the assets, liabilities, revenue and expenses of all of its operations with functional currencies other than DKK into DKK at then-applicable exchange rates. Consequently, increases or decreases in the value of other currencies affect the value of these items with respect to the Issuer s non- DKK businesses in its consolidated financial statements, even if their values have not changed in their original currency. There is a risk that these translations significantly affect the comparability of the Issuer s results between financial periods or result in significant changes to the carrying value of the Issuer s assets, liabilities and equity. Taxes and charges The Group conducts its business in accordance with its interpretation of applicable tax regulations and applicable requirements and decisions. There is a risk that the Group's or its advisers' interpretation and application of laws, provisions and judicial practice has been, or will at some point be, incorrect or that such laws, provisions and practice will be changed, potentially with retroactive effect. If such an event should occur, there is also a risk that the Group s tax liabilities increase and hence having a negative effect on the Group's earnings and financial position. Claims and legal disputes There is a risk that claims or legal action are taken against the Group in the future and that such claims or legal actions have significant unfavourable effects on the Group's financial position, performance, reputation, market position or the pricing of the Bonds. In the middle of 2015, the United Nations set forth a claim against the Group relating to cargo damage, which amounts to approximately USD 1,100,000. The Group is currently involved in three pending material disputes. Firstly, The Group has received a claim in the amount of DKK 6,500,000 relating to a transport of minks from Denmark to Canada, where approximately 33 per cent. of the transported minks were found dead upon arrival. Secondly, Toyota Gibraltar has issued a claim of USD 80,000 in respect of two vehicles that were stolen while being transported to the United Nations. The final dispute is between the Group and the United Nations Development Programme. Exposure to key customers The Group's ten largest customers represent approximately 40 per cent of the Group's turnover. There is no volume commitments stipulated in the agreements with the material customers and there is a risk that not all significant customers will continue to purchase the Group's services in the same quantities that they have in the past. There is a risk that the loss of any of the Group s significant customers, or a material reduction in the purchasing of the Group's services by a significant customer have a material adverse effect on the Group s business and financial position. According to the United Nations' general conditions of contract, the United Nations may terminate agreements governed by these general conditions without cause following 60 days' prior written notice. Given that the United Nations is one of the Group's key customers, there is a risk that the loss of such contracts have a material adverse effect on the Group s business and financial position. There is a risk that a transportation project conducted by the Group is delayed for reasons which are out of the Group's control. In addition to obligations to compensate the customer

6 6(69) for costs incurred due to the delay, there is a risk that such delays give rise to negative publicity and thus affecting the Group's operations, earnings and financial position negatively. Lack of formal agreement The relationship between the Group and one of its top five customers (Chr. Hansen A/S) is not governed by an agreement setting out terms and conditions for the relationship. Instead, the relationship is based on a pricelist which, according to Management, is renewed at least once a year. There is a risk that the lack of a formal agreement results in uncertainty with respect to applicable terms and conditions and hence are an increased risk exposure. This since lack of clarity often is a driver for claims and disputes. Key personnel The Group's future development largely depends on the skills, experience and commitment of its key employees who have been engaged in the Group for a long time, and have together developed the efficient day-to-day operations of the Group. These employees also have a comprehensive knowledge of the industry in general and of the Issuer in particular. There is a risk that, should such key personnel leave the Group in the future, or take up employment with a competing business, the Group s operations, earnings and financial position are negatively effected. To a significant degree, the Group's success is dependent on its ability to hire, retain and develop quality employees throughout the organization. Since the Group's business model requires that the business continue to grow, it is also important that the Group has sufficient personnel to support such growth (including various projects to improve the Group's business). Accordingly, it is very important for the Group to be seen as an attractive employer. If the Group is unable to attract, retain and motivate qualified employees at all levels, there is a risk that the Group's operations, earnings and financial position are adversely affected. Majority owner The Issuer is currently controlled by one shareholder having the majority ownership in the Issuer, whose interests may conflict with the bondholders', particularly if the Issuer encounters difficulties or is unable to pay its debts as they fall due. The majority owner has the power to control matters to be decided by vote at a shareholders' meeting, except for certain matters regulated by the shareholders' agreement e.g. significant investments or a divestment of Scan Global Logistics A/S where 85 per cent of the shareholders must approve or adopt the resolution. Furthermore, there is a risk that the majority owners together have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, enhances its equity investments, although such transactions involve risks to the bondholders. There is nothing in the terms and conditions for the Bonds that prevent the majority owner or any of its affiliates from acquiring businesses that directly compete with the Issuer. If any such event were to arise there is a risk that the Issuer s operations, financial position and results are adversely affected. Furthermore, it should be noted that a minority stake in the Issuer is owned by its key management. Accordingly, there is also a risk that disagreements between the groups of owners affect management's engagement in the Group. Pricing of the Group's services and procurement The Group primarily receives its revenue from the margin between customer pricing and carrier pricing. Misjudgments in pricing its services to its customers risk affect the turnover, financial position and earnings of the Group. Moreover, there is a risk that the Group is not

7 7(69) able to procure carrier services at profitable prices and that improper pricing, rising carrier costs or a decline in customer demand affect the Group's operations, earnings and financial position negatively. Ability to adjust prices The Group is exposed to the risk of prices being increased by its suppliers. In addition, external factors such as market conditions, currency fluctuations and consumer demand affect the prices for the services provided by the Group's suppliers. Some of the Group's key agreements lack provisions enabling price adjustments should the prices be affected due to such factors. If the Group is unable to pass any increase in purchasing costs further on to its customers, the Group's business, financial condition and results of operations would be adversely affected. Suppliers The Group's ability to service its customers depends on the available capacity of its suppliers. The Group generally does not commit to any volumes with its suppliers. There is a risk that an inability to maintain national and international logistic network of suppliers has adverse consequences for customer relations, etc., resulting in an adverse effect on the Group's operations, earnings and financial position. The available capacity of the Group's suppliers risks being affected by, among other things, seasonal variations and unforeseen work stoppages. Risks related to IT infrastructure The Group depends on information technology to manage critical business processes, including administrative and financial functions. The Group uses IT systems for internal purposes and externally in relation to its customers and suppliers. Extensive downtime of network servers, attacks by IT-viruses or other disruptions or failure of information technology systems are possible and there is a risk that such events have a negative effect on the Group s operations. There is a risk that failure of the Group s information technology systems causes transaction errors and loss of customers and that such failure has negative consequences for the Group. Compliance with existing laws and regulations The Group operates its business in many countries and must accordingly observe a number of different regulatory systems across a number of jurisdictions. Services conducted in several jurisdictions require permits, imposing dependency to contractually allocate the obligation to obtain necessary permits with the customers rather than the Group. There is a risk that ensuring compliance with such laws, regulations and permits affect the Group s business, financial position and results. Negative publicity The Group relies, among other things, on its brand to maintain and attract new customers and employees. There is a risk that negative publicity or announcement relating to the Group, whether or not it is justifiable, deteriorate the brand value and have a negative effect on, the inflow of deposits, net sales, earnings and financial position. Risks relating to inadequate insurance The Group has a worldwide insurance policy in place to make sure that all entities are adequately insured towards their respective needs. Furthermore, the Group has entered into specific insurances for some of its aid and development projects where the Group's liability

8 8(69) under the agreements is not limited or is limited to a very high amount. If the Group is unable to maintain its insurance cover on terms acceptable to it or if future business requirements exceed or fall outside the Group's insurance cover or if the Group's provisions for uninsured costs are insufficient to cover the final costs there is a risk that for adverse impact on the Group's operations, financial position and results. Acquisition of Interexpress AB In late 2015, the Group acquired the remaining 60 per cent. of the shares in Interexpress AB, while simultaneously selling 20 per cent. of the shares in the company to its management. Although the Group previously holds shares in the company, Interexpress AB has conducted previous operations which the Group may not be aware of. If the Group is unable to identify all risks in a due diligence investigation of Interexpress AB, there is a risk that unidentified risks remain within the company that is to be acquired and a possibility that the share purchase agreement in respect of the contemplated acquisition lacks proper protection in respect of warranties or indemnities. Sanctions The Group operates in a number of countries throughout the world, including countries which are subject to sanctions regulations. The Group is committed to doing business in accordance with applicable sanctions regulations. However, there have been situations where foreign banks have refused to clear payments for the Group due to its operations in countries subject to sanctions. The process of explaining the Group's aid and development business and negotiating such refusals by foreign banks are time consuming and, and given that the Group often is required to pre-pay its subcontractors, adversely affects the Group's liquidity. There is a risk that future refusals by foreign banks adversely affect the Group's liquidity for an extended period of time and divert significant time and attention from the Group s senior management. Risks relating to the Group's operations in emerging markets The Group has operations and customers world-wide, including in a number of emerging markets. These markets are subject to greater political, economic and social uncertainties than countries with more developed institutional structures, and there is a risk of substantial loss resulting from changes in law, economic or social upheaval and other factors Among the more significant risks of operating and investing in emerging markets are those arising from the introduction of trade restrictions, enforcement of foreign exchange restrictions and changes in tax laws and enforcement mechanisms. Furthermore, there is a risk that the Group fails to understand and comply with certain cultural differences and social norms associated with doing business in such emerging markets. There is a risk that a failure by the Group to adapt its business to the prevailing cultural and social norms in the relevant market adversely affect the Group's operations, earnings and financial position. Borrowings by the Group The Group has incurred, and may in compliance with the limits set out in the terms and conditions for the Bonds incur further financial indebtedness to finance its business operations. There is a risk that such financing results in interest costs which are higher than the returns gained by the investments made by the Group. Borrowing money to make investments will increase the Group s exposure to the loss of capital and higher interest expenses. Interests on the Group s borrowings from time to time are subject to fluctuations in the applicable

9 9(69) interest rates. There is a risk that higher interest rates affect Group s operations, earnings and financial position. Risks related to acquisitions From time to time, the Group may evaluate potential acquisitions that are in line with the Group's strategic objectives. Such acquisitions have resulted in an obligation to pay additional purchase price to the seller and there is a risk that such obligations also arises in the future, possibly affecting the financial position of the Group. Acquisition activities may present certain financial, managerial and operational risks, including diversion of management's attention from existing core business, difficulties when integrating or separating businesses from existing operations and challenges presented by acquisitions which may not achieve sales levels and profitability that justify the investments made. If acquisitions are not successfully integrated, there is a risk that the Group's business, financial condition and results of operations are adversely affected. There is a risk that future acquisitions result in dilutive issuances of the Group's equity securities, the incurrence of debt, contingent liabilities, amortisation costs, impairment of goodwill or restructuring charges, and that any of which harms the Group's financial condition or results of operations. Business opportunities The Group's future prospects depend on Group's ability to expand its business in certain key markets (including Asia and the Nordics), identify potential acquisitions, achieve economies of scale and further develop the business relationships with its key customers. There is a risk that the Group fails to take advantage of opportunities that arises in relation to the factors described above and that such failure has an adverse effect on the Group's operations, earnings and financial position. Corporate governance The Group relies on its employees to carry out the business of the Group in accordance with its internal corporate policies for governance and compliance. There is a risk that the Group's employees violate such internal policies, and that such violation exposes the Group to risks such as being in breach of agreements, entering into contradictory agreements, violating applicable laws and regulations etc. Should any of the risks described above materialize, there is a risk that the Group's operations, earnings and financial position is adversely effected. In 2014, a fraud incident was discovered in InterExpress AB. A previous finance manager in the company had, during the period November 2013 until February 2014, transferred funds from InterExpress AB, amounting to SEK 1,400,000, to its own and its relatives' bank accounts. As of February 2016, the Group has been able to recoup approximately SEK 500,000 of the transferred funds. According to board minutes dated 19 June 2014 from Scan Global Logistics A/S and Scan Global Logistics Holding ApS, further investigations of bank transfers had so far not revealed any other suspicious transaction. According to the same board minutes, the incident has been reported to the police and the person was subsequently arrested. The fraud incident indicates insufficient internal routines within the Group's subsidiaries. Risks related to the growth of the Group's operations The continuous growth of its operations is a crucial part of the Group's business model. There is a risk that the Group will not be able to generate sufficient cash flow internally, or obtain alternative sources of capital on favourable terms in order to support such growth. If the Group is unable to grow its operations in accordance with the plan outlined in its business

10 10(69) model due to lack of capital, there is a risk that the Group's operations, earning and financial position is adversely effected. Risks relating to technological developments The industry in which the Group operates is characterized by new technological developments that have resulted in, and will likely continue to result in, improvements in business management and performance. Accordingly, the success and profitability of the Group depends on, among other things, its ability to: improve existing systems and related processes; address the increasingly sophisticated needs of its customers; and anticipate changes in technology and industry standards and respond to technological developments in a timely manner. There is a risk that, should the Group not being successful in developing new information technology systems (including the enhancement of its existing systems), the Group's operations, earnings and financial position is adversely affected. Exits and Change of Control Private equity funds make investments with the objective of exiting the investment within a certain time frame. As part of their investment strategy, private equity funds take an active role in managing their portfolio companies. Pursuant to the terms and conditions of the Bonds, certain owners of the Issuer may make an exit by way of a private sale or an initial public offering of the shares in the Issuer without the bondholders being entitled to have their Bonds repurchased, provided that no other person or group, other than these owners of the Issuer or its affiliates, acquires control, directly or indirectly, of more than 50 per cent. of the voting shares of the Issuer or otherwise acquires the power to appoint or remove all, or the majority of, the members of the board of directors of the Issuer. There is a risk that such an exit adversely impact the Issuer s and/or the Group s operations, financial position and results. Furthermore, a change of control of the Group would entitle some of the Group's key customer to terminate their agreements with the Group. There is a risk that such terminations negatively affect the Group s business and financial position. Risks relating to the Bonds Credit risks Investors in the Bonds carry a credit risk relating to the Group. The investor s ability to receive payment under the Bonds is therefore dependent on the Group s ability to meet its payment obligations, which in turn is largely dependent upon the performance of the Group s operations and its financial position. The Group s financial position is affected by several factors of which some have been mentioned above. There is a risk that an increased credit risk causes the market to charge the Bonds a higher risk premium, hence affecting the Bonds value negatively. An addition, there is also a risk that a deteriorating financial position of the Group reduced the Group s possibility to receive debt financing at the time of the maturity of the Bonds.

11 11(69) Refinancing risk There is a risk that the Issuer is required to refinance certain or all of its outstanding debt, including the Bonds. The Issuer s ability to successfully refinance its debts is dependent on the conditions of the debt capital and loan markets and its financial condition at such time. Even if the debt capital and loan markets improve, there is a risk that the Issuer s access to financing sources is not available on favourable terms, or at all. There is a risk that the Issuer s inability to refinance its debt obligations on favourable terms, or at all, results in a material adverse effect on the Group s business, financial condition and results of operations and on the bondholders recovery under the Bonds. Liquidity risks Active trading in the securities does not always occur. Hence, there is a risk that a liquid market for trading in the Bonds will not exist or is maintained even if the Bonds are listed and that this have the result that the holders cannot sell their Bonds when desired or at a price level which allows for a profit comparable to similar investments with an active and functioning secondary market. There is a risk that a lack of liquidity in the market negatively impact the market value of the Bonds and that the nominal value of the Bonds is not indicative compared to the market price of the Bonds if the Bonds are admitted for trading on NASDAQ Stockholm. It should also be noted that during a given time period, there is a risk that selling the bonds (at all or at reasonable terms) is difficult or impossible to sell the Bonds due to, for example, severe price fluctuations, close down or inefficiency of the relevant market or trade restrictions imposed on the market. The market price of the Bonds may be volatile There is a risk that the market price of the Bonds is subject to significant fluctuations in response to actual or anticipated variations in the Group s operating results and those of its competitors, adverse business developments, changes to the regulatory environment in which the Group operates, changes in financial estimates by securities analysts and the actual or expected sale of a large number of Bonds, as well as other factors. In addition, in recent years the global financial markets have experienced significant price and volume fluctuations and there is a risk that, if repeated in the future, such fluctuations adversely affect the market price of the Bonds without regard to the Group s operating results, financial condition or prospects. Ability to service debt The Issuer's ability to service its debt under the Bonds will depend upon, among other things, the Group's future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond the Group's control. If the Group's operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take actions such as reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. There is a risk that the Group is not able to affect any of these remedies on satisfactory terms, or at all. Security granted to secure the Bonds may be insufficient The Issuer's obligations under the Bonds will be secured by the Transaction Security (as set out in the Terms and Conditions). There is a risk that the pledged assets will be insufficient for the

12 12(69) bondholders should the pledges be realised. Save for the Transaction Security, the Bonds represent unsecured obligations of the Issuer which means that in the event of bankruptcy, reorganisation or winding-up of the Issuer, the holders of the Bonds normally receive payment (pro rata with other unsecured non-priority creditors) after any priority creditors have been paid in full. Each investor should be aware that there is a risk that an investor in the Bonds loses all or part of its investment if the Issuer or another company in the Group is declared bankrupt, carries out a reorganisation or is wound-up. Security granted to secure the Bonds may be unenforceable or enforcement of the security may be delayed There is a risk that the enforceability of the Transaction Security is subject to uncertainty and that the Transaction Security granted by subsidiaries to the Issuer is unenforceable if (or to the extent), for example, the granting of the security were considered to be economically unjustified for such subsidiaries (corporate benefit requirement). Even though the net proceeds from the issuance of the Bonds or part thereon may be on-lent to the subsidiaries of the Issuer, there is a risk that such arrangement is insufficient to satisfy the corporate benefit requirement for the granting of security by subsidiaries. Furthermore, here is a risk that the Transaction Security, granted by the subsidiaries of the Issuer is limited, inter alia, to avoid a breach of the corporate benefit requirement. The transaction security may not be perfected, inter alia, if the security agent or the relevant security provider is not able to or does not take the actions necessary to perfect or maintain the perfection of any such security. There is a risk that such failure results in the invalidity of the relevant transaction security or adversely affect the priority of such security interest, including a trustee in bankruptcy and other creditors who claim a security interest in the same transaction security. If the Issuer is unable to make repayment under the Bonds and a court would render a judgment that the security granted in respect of the Bonds was unenforceable, the bondholders may find it difficult or impossible to recover the amounts owed to them under the Bonds. Therefore, there is a risk that the security granted in respect of the Bonds might be void or ineffective. In addition, there is a risk that any enforcement is delayed due to any inability to sell the security assets. Security over assets granted to third parties The Issuer and the subsidiaries may subject to certain limitations from time to time incur additional indebtedness and provide additional security for such indebtedness. In the event of bankruptcy, re-organization or winding-up of the Issuer, the bondholders will be subordinated in right of payment out of the assets being subject to security. For information on similar events of a subsidiary, please refer to the section "Insolvency of subsidiaries and structural subordination". Risks related to early redemption Under the terms and conditions for the Bonds the Issuer has reserved the possibility to redeem all outstanding Bonds before the final redemption date. Furthermore, the Issuer may at one occasion, in connection with an initial public offering of the shares in the Issuer (after which such shares will be admitted to trading on a regulated market) repay up to 30 per cent. of the nominal amount outstanding under the Bonds. If the Bonds are redeemed before the final

13 13(69) redemption date, the bondholders have the right to receive an early redemption amount which exceeds the nominal amount in accordance with the terms and conditions for the Bonds. However, there is a risk that the market value of the Bonds is higher than the early redemption amount and that it is not possible for bondholders to reinvest such proceeds at an effective interest rate as high as the interest rate on the Bonds and are only able to do so at a significantly lower rate. It is further possible that the Issuer will not have sufficient funds at the time of the mandatory prepayment to make the required redemption of Bonds. No action against the Issuer and bondholders' representation In accordance with the terms and conditions for the Bonds, the bond trustee will represent all bondholders in all matters relating to the Bonds and the bondholders are prevented from taking actions on their own against the Issuer. Consequently, individual bondholders do not have the right to take legal actions to declare any default by claiming any payment from or enforcing any security granted by the Issuer and there is hence a risk that bondholders therefore lack effective remedies unless and until a requisite majority of the bondholders agree to take such action. However, the possibility that a bondholder, in certain situations, could bring its own action against the Issuer (in breach of the terms and conditions for the Bonds) cannot be ruled out. There is a risk that such actions negatively impact an acceleration of the Bonds or other action against the Issuer or grantors of Transaction Security. To enable the bond trustee to represent bondholders in court, the bondholders may have to submit a written power of attorney for legal proceedings. There is a risk that the failure of all bondholders to submit such a power of attorney negatively affect the legal proceedings. Under the terms and conditions for the Bonds, the bond trustee will in some cases have the right to make decisions and take measures that bind all bondholders. Consequently, there is a risk that an action of the bond trustee in such matters impacts a bondholder s rights under the terms and conditions for the Bonds in a manner that would be undesirable for some of the bondholders. There is a risk that a failure by a trustee to perform its duties and obligations properly or at all adversely affect the enforcement or other rights of the bondholders due to, for example, inability to receive any or all amounts payable from the Transaction Security in a timely and efficient manner. The rights of bondholders depend on the bond trustee s actions and financial standing By subscribing for, or purchasing, or accepting the assignment of, any Bond, each holder of a Bond will accept the appointment of the bond trustee (being on the issue date Nordic Trustee & Agency AB (publ)) to act on its behalf and to perform administrative functions relating to the Bonds. The bond trustee shall have, among other things, the right to represent the holders of the Bonds in all court and administrative proceedings in respect of the Bonds. However, the rights, duties and obligations of the bond trustee as the representative of the holders of the Bonds will be subject to the provisions of the terms and conditions for the Bonds and the agent agreement, and there is no specific legislation or market practice in Sweden (under which laws the terms and conditions for the Bonds are governed) which would govern the bond trustee s performance of its duties and obligations relating to the Bonds. There is a risk that a failure by the bond trustee to perform its duties and obligations properly or at all adversely affect the enforcement of the rights of the holders of the Bonds. Under the terms and conditions for the Bonds, the funds collected by the bond trustee as the representative of the holders of the Bonds must be held separately from the funds of the bond trustee and be treated as escrow funds to ensure that in the event of the bond trustee s bankruptcy, such

14 14(69) funds can be separated for the benefit of the holders of the Bonds. However, there is a risk that such segregation of funds will not be respected by a bankruptcy administrator in case of the trustee's bankruptcy. Also, there is also a risk that, in the event the bond trustee would fail to separate the funds in an appropriate manner, the funds are included in the bond trustee s bankruptcy estate. There is a possibility to replace the bond trustee by a successor bond trustee in accordance with the terms and conditions for the Bonds. Generally, the successor bond trustee has the same rights and obligations as the retired bond trustee. There is a risk that it is not possible to find a successor bond trustee who will accept the role as bond trustee under the Bonds on commercially acceptable terms or at all. Further, there is a risk that the successor bond trustee breaches its obligations under the above documents or that such bond trustee will be subject to insolvency proceedings. There is a risk that a materialisation of any of the above risks effect the enforcement of the rights of the holders of the Bonds and the rights of the holders of the Bonds to receive payments under the Bonds in a negative manner. Bondholders' meetings The terms and conditions for the Bonds include certain provisions regarding bondholders meetings. Such meetings may be held in order to resolve on matters relating to the bondholders interests. The terms and conditions for the Bonds allow for stated majorities to bind all bondholders, including bondholders who have not taken part in the meeting and those who have voted differently to the required majority at a bondholders meeting. Consequently, there is a risk that the actions taken of the majority of bondholders in such matters negatively impact a bondholder s rights in a manner that would be negative or detrimental for some of the bondholders. Restrictions on the transferability of the Bonds The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Subject to certain exemptions, a holder of the Bonds is not permitted offer or sell the Bonds in the United States. The Issuer has not undertaken to register the Bonds under the U.S. Securities Act or any U.S. state securities laws or to effect any exchange offer for the Bonds in the future. Furthermore, the Issuer has not registered the Bonds under any other country s securities laws. Each potential investor should read the discussion under the heading Important information for further information about the transfer restrictions that apply to the Bonds. It is the bondholder's obligation to ensure that the offers and sales of Bonds comply with all applicable securities laws. The Issuer is dependent on its subsidiaries A significant part of the Group s assets and revenues relate to the Issuer s subsidiaries. Accordingly, the Issuer is dependent upon receipt of sufficient income related to the operation of and the ownership in the subsidiaries to enable it to make payments under the Bonds. The Issuer s subsidiaries are legally separate and distinct from the Issuer and have no obligation to pay amounts due with respect to the Issuer s obligations and commitments, including the Bonds, or to make funds available for such payments. The ability of the Issuer s subsidiaries to make such payments to the Issuer is subject to, among other things, the availability of funds. Should the Issuer not receive sufficient income from its subsidiaries, there is a risk that the investor s ability to receive payment under the terms and conditions for the Bonds is adversely affected.

15 15(69) Insolvency of subsidiaries and structural subordination In the event of insolvency, liquidation or a similar event relating to one of the Issuer s subsidiaries, all creditors of such subsidiary would be entitled to payment in full of their claims out of the assets of such company before the Issuer, as a shareholder, would be entitled to any payments. Defaults by, or the insolvency of, subsidiaries of the Issuer may result in the obligation of the Issuer to make payments under guarantees in respect of such companies obligations or the occurrence of cross defaults on certain borrowings of the Group including the Issuer. There is a risk that the Issuer and its assets will not be protected from any actions by the creditors of a subsidiary, whether under bankruptcy law, by contract or otherwise. Further, the Group operates in various jurisdictions and in the event of bankruptcy, insolvency, liquidation, dissolution, reorganisation or similar proceedings involving the Issuer or any of its subsidiaries, bankruptcy laws other than those of Denmark could apply. The outcome of insolvency proceedings in foreign jurisdictions is difficult or impossible to predict and there is a risk that such outcome have a material and adverse effect on the potential recovery in such proceedings. Risks relating to the clearing and settlement in VP Securities A/S book-entry system The Bonds will be issued in uncertificated and dematerialized book-entry form in the electronic register of VP Securities A/S account-based system, and no physical notes will be issued. Clearing and settlement relating to the Bonds is carried out within VP Securities A/S bookentry system as well as payment of interest and repayment of the principal. Investors are therefore dependent on the functionality of VP Securities A/S account-based system.

16 16(69) THE BONDS IN BRIEF The following summary contains basic information about the Bonds. It is not intended to be complete and it is subject to important limitations and exceptions. Potential investors should therefore carefully consider this Prospectus as a whole, including documents incorporated by reference, before a decision is made to invest in the Bonds. For a more complete understanding of the Bonds, including certain definitions of terms used in this summary, see the Terms and Conditions. Issuer... Scan Global Logistics Holding ApS. Bonds Offered... Up to DKK 500,000,000 in aggregate principal amount of senior secured floating rate bonds due Number of Bonds ISIN... DK Issue Date June Issue Price per cent. Interest Rates... Interest on the Bonds will be paid at a floating rate of three-month CIBOR plus 7.00 per cent. per annum. Interest Payment Dates March, 26 June, 26 September and 26 December of each year commencing on 26 September Interest will accrue from (and including) the Issue Date. Nominal Amount... The Bonds will have a nominal amount of DKK 1,000,000 and the minimum permissible investment in the Bonds is DKK 1,000,000. Status of the Bonds... The Bonds are denominated in DKK and each Bond is constituted by the Terms and Conditions. The Issuer undertakes to make payments in relation to the Bonds and to comply with the Terms and Conditions. The Bonds constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer, and: will at all times rank pari passu with all direct, unconditional, unsubordinated and unsecured obligations of the Issuer without any preference among them, except those obligations which are mandatorily preferred by law;

17 17(69) are effectively subordinated to any existing or future indebtedness or obligation of the Issuer and its subsidiaries that is secured by property and assets that do not secure the Bonds, to the extent of the value of the property and assets securing such indebtedness; and are structurally subordinated to any existing or future indebtedness of the subsidiaries of the Issuer, including obligations to trade creditors. Security... The Bonds are secured by security interests granted on an equal and rateable first-priority basis over the share capital of Scan Global Logistics A/S and an intra-group loan between the Issuer and Scan Global Logistics A/S in the approximate amount of DKK 80,000,000. See the definition of "Security Documents" in Clause 1.1 (Definitions) of the Terms and Conditions. Call Option... The Issuer has the right to redeem outstanding Bonds in full at any time at the applicable call option amount in accordance with Clause 9.3 (Voluntary Total Redemption) of the Terms and Conditions. The Issuer has the right to redeem outstanding Bonds corresponding per cent. of the Nominal Amount in connection with an equity listing event at the applicable call option amount in accordance with Clause 9.4 (Voluntary Partial Redemption upon an Equity Listing Event) of the Terms and Conditions. First Call Date... Means the date falling twelve (12) months after the First Issue Date. Final Redemption Date... Means 26 June Change Control... of Upon a Change of Control Event occurring, each Bondholder shall have the right to request that all, or only some, of its Bonds be repurchased at a price per Bond equal to per cent. of the Outstanding Nominal Amount together with accrued but unpaid Interest. Change of Control Event... The occurrence of an event or series of events whereby one or more persons, not being Odin Equity Partners (currently named BWB Partners P/S) (or an Affiliate thereof), acting together, acquire control over the Issuer, and where "control" means acquiring or controlling, directly or indirectly, more than per

18 18(69) cent. of the voting shares of the Issuer, or the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer. General Undertakings... The Issuer undertakes to (and shall, where applicable, procure that each other Group Company will) comply with the undertakings set out in Clause 13 (General Undertakings) of the Terms and Conditions, including, inter alia: restrictions on making any changes to the nature of their business; a negative pledge; restrictions on the incurrence of Financial Indebtedness (as defined in the Terms and Conditions); and limitations on the making of distributions and disposal of assets. The Terms and Conditions contain incurrence covenants which govern the ability of the Issuer and the other Group Companies to incur additional debt. Each of these covenants is subject to significant exceptions and qualifications, see the Terms and Conditions. Use of Proceeds... The Net Proceeds from the issuance of the Initial Bonds have been applied to (i) refinance the Refinancing Debt, (ii) pay Transaction Costs, and (iii) finance general corporate purposes of the Group. Any proceeds from any issuance of Subsequent Bonds shall be applied towards general corporate purposes of the Group. Transfer Restrictions... The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws. Subject to certain exemptions, a holder of the Bonds may not offer or sell the Bonds in the United States. The Issuer has not undertaken to register the Bonds under the U.S. Securities Act or any U.S. state securities laws or to effect any exchange offer for the Bonds in the future. Furthermore, the Issuer has not registered the Bonds under any other country's securities laws. Each potential investor should read the discussion under the

19 19(69) heading "Important information" for further information about the transfer restrictions that apply to the Bonds. It is the bondholder's obligation to ensure that the offers and sales of Bonds comply with all applicable securities laws. Listing... Application has been made to list the Bonds on Nasdaq Stockholm. Agent... Nordic Trustee & Agency AB (publ). Security Agent... Nordic Trustee & Agency AB (publ). Issuing Agent... VP Securities A/S (VP). Governing Law of the Bonds... Swedish law. Risk Factors... Investing in the Bonds involves substantial risks and prospective investors should refer to the section "Risk Factors" for a description of certain factors that they should carefully consider before deciding to invest in the Bonds.

20 20(69) STATEMENT OF RESPONSIBILITY The issuance of the Bonds was authorised by resolutions taken by the board of directors of the Issuer on 9 June 2015, and was subsequently issued by the Issuer on 26 June This Prospectus has been prepared in connection with the Issuer s application to list the Bonds on the corporate bond list of Nasdaq Stockholm, in accordance with the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC as amended by the Directive 2010/73/EC of the European Parliament and of the Council and Chapter 2 of the Trading Act. The Issuer is responsible for the information given in this Prospectus. The Issuer is the source of all company specific data contained in this Prospectus and the Sole Bookrunner has conducted no efforts to confirm or verify the information supplied by the Issuer. The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the Issuer s knowledge, in accordance with the facts and contains no omissions likely to affect its import. Any information in this Prospectus and in the documents incorporated by reference which derive from third parties has, as far as the Issuer is aware and can be judged on the basis of other information made public by that third party, been correctly represented and no information has been omitted which may serve to render the information misleading or incorrect. The board of directors confirms that, having taken all reasonable care to ensure that such is the case, the information in this Prospectus is, to the best of the board of directors knowledge, in accordance with the facts and contains no omission likely to affect its import. 30 May 2016 Scan Global Logistics Holding ApS The board of directors

21 21(69) DESCRIPTION OF MATERIAL AGREEMENTS The following is a summary of the material terms of material agreements to which the Issuer is a party and considered as outside of the ordinary course of business. The following summaries do not purport to describe all of the applicable terms and conditions of such arrangements. Working Capital Financing Scan Global Logistics A/S has entered into a working capital facility agreement with Jyske Bank under which Scan Global Logistics A/S may draw loans up to a maximum amount of DKK 85,000,000 and a guarantee facility in the maximum amount of DKK 30,000,000 (the "Working Capital Facility"). The Working Capital Facility expires on 1 August 2016 unless extended.

22 22(69) History and development DESCRIPTION OF THE GROUP The Company's legal and commercial name is Scan Global Logistics Holding ApS and is a Danish public limited liability company operating under the laws of Denmark with CVR no The Company was incorporated on 1 January 2007 and has its registered office at Avderødvej 27C, 2980 Kokkedal, Denmark and its headquarters at Kirstinehøj 7, 2770 Kastrup, Denmark, with telephone number In accordance with the articles of association of the Company, adopted on 30 June 2015, the objects of the Company are to carry on shipping and transport, and related activities. Business and operations Scan Global Logistics Holding ApS was founded in 2007 after the merger of the two Danish freight forwarding companies ScanAm and Mahé. Freight forwarding is a service industry specialising in moving goods around the world for exporters and importers. The Group has an asset-light business model meaning that it acts as an intermediary between companies with transportation requirements and capacity providers by purchasing capacity and overseeing the transportation. The Group does not own any transportation vehicles or equipment since all transportations are performed by the capacity providers (external haulers, shipping companies and airlines). The Group offers customers a wide range of transportation and logistics supply chain solutions with a complete coverage on air, sea and overland transportation which is conducted through the Group's global network of capacity providers and partners. The Group's main service offerings are set out in greater detail below: Air freight services The Group has entered into several global agreements and works in partnership with several major airlines to ensure the provision of full air freight services. Historically, the Group's air freight rates have been fixed with a period of three months. However, the pricing trend is moving towards increased market spot rates and less use of fixed prices. Due to the higher costs of air transportation compared to sea freight, the Group's air freight customers are typically characterised by high-value and/or time sensitive products. Sea freight services The sea freight division forms the core business of the Group global operations, together with air freight. The Group's main focus within the sea freight segment is organising logistics solutions to and from the Nordic region. Sea freight comprises global sea transportation of consignments, including general cargo, containerised and oversized goods. The sea freight operations are generally not profitable for the Group due to limited economics of scale compared to larger freight forwarders. Sea freight rates are usually settled based on current market spot rate or short-term contracts. In certain contracts the freight rates are linked to the Shanghai freight rate index with a fixed margin. Aid Development and Project Assignment ("ADP") The Group's ADP unit is operating from Denmark but is serving customers all over the world. The aid and development part of ADP is providing services logistics and supply chain solutions to regions hit by natural disasters or instability. Typical aid assignments include delivery of blankets, tents, water, medicine and food to distressed areas and due to the importance of fast delivery most aid transportations are carried out by air freight. After an initial emergency situation has become more stabilised, the Group manages the development operations which

23 23(69) typically involve transportation and delivery of necessary equipment such as building materials, reconstruction tools, engineering gear and camp supplies. Sea freight is the most preferable freight method in these situations due to the size and weight of the equipment. The Issuer has collaborated with the United Nations for more than 30 years and collaborates with several other major aid and humanitarian organisations such as the Médecins Sans Frontières and the Red Cross in Denmark. Road transportation services The Group offers road transportation services to its Nordic customers and the majority of the transports are within the Nordics. SGL also offers road transportation to continental Europe. The Group has five road hubs, where the transportations are administrated and conducted. These hubs are situated at strategic places along the main transportation routes in Denmark (Aarhus and Taastrup) and Sweden (Västervik, Norrköping and Gothenburg). Warehousing The Group s warehousing operations are primarily located in Denmark, where the Group leases facilities of approximately 83,000 square metres. Warehousing is offered to further expand the Group s service offering to manage customers demand for logistics solutions covering the entire supply chain. Warehousing is typically based on long-term and back-toback agreements with customers. In addition to the Danish market, the Group also offers warehouse logistics in Asia. Brands and concepts ScanAm, a Danish provider of freight and logistics services, was created in 1988 and was later acquired by the Danish private equity firm Odin Equity Partners (currently named BWB Partners P/S) in Following that year, Odin Equity Partners acquired another freight and logistics services provider, Mahé, and the two companies merged in 2007, forming Scan Global Logistics. At the time of the merger, ScanAm was a leading sea freight services supplier in the Nordics, while Mahé had a strong focus on the air freight market. By combining the two companies, Odin Equity Partners created a leading provider of global logistics and freight services. The Group has experienced historical growth primarily driven by organic expansion in new geographical regions as well as increased penetration in existing markets. The Group has entered several markets in Asia, including China, Indonesia, Malaysia, Japan and Taiwan. The Group entered the Russian market in 2008 but closed down its operations in 2014 due to poor performance and the severe risk exposure of operating in Russia. In addition to organic growth, SGL has conducted smaller acquisitions in order to strengthen the Group s services offerings and geographical reach. PR Shipping, a Danish shipping company, was acquired in 2008 to increase SGL s footprint in Denmark and the Swedish road transportation company Interexpress was acquired in 2013 to reinforce the Group s road operations in Sweden. Although many freight forwarders operate in the same geographical regions as the Group they are not always in direct competition with the Group. The Group aims to differentiate itself from its competitors by targeting customers with complex or low volume assignments, primarily in the Nordic region but with a need for global transport and logistics solutions. By targeting complex logistics requirements and segments SGL is targeting less price sensitive projects and purposely avoiding the more commodity-like point-to-point freight forwarding, offered by many competitors.

24 24(69) The Issuer has cooperated with TransGroup Worldwide Logistics ("TransGroup") in the US market for more than 15 years. In 2009 the two companies formed a strategic alliance to further penetrate the US market and the Group decided to close down its US offices. TransGroup acts as the Group's exclusive partner for transportations to and from Asia and manages intra-us transportations for the Group's customers. Additionally, TransGroup also shares the Group's international network of carriers. The majority of revenues generated by TransGroup originate from the Group's sales organisation which forwards significant volumes, primarily from Nordic customers, to TransGroup. Besides being a strategic business partner, TransGroup is also the second largest shareholder in the Issuer further strengthening the partnership and lowering the risk of an unexpected dissolution of the partnership. TransGroup has a strong presence with 35 offices across the US, however, in areas where TransGroup has low or no presence the Group uses other logistics companies to increase its coverage of the US market. Business model and market overview The Company is a Nordic based full-service global logistics provider, specialised on organising complex logistics solutions, with 45 years of experience in the global transportation industry. The Group offers customers a wide range of transportation and logistics supply chain solutions with a complete coverage with air, sea and overland transportation. This is conducted through the Group's global network of capacity providers and partners, which enables the Group to deliver logistics solutions across the world. The Group has established a global organisation with offices strategically located on four continents and 15 countries as well as strategic partnerships in North America. The Group s global reach and extensive network of transportation carriers is essential when tendering for logistics contract for multinational corporations. At the same time, the strategic position of the Group s offices allows the Group to quickly and cost efficiently capitalise on new market opportunities due to its globally integrated IT infrastructure. Below follows a description of SGL s main markets. The key customers are international aid and humanitarian agencies such as UN plus large Scandinavian based companies with significant international exposure and presence. The Group's network of own offices has over time been developed on the back of such business relations. Outside of Scandinavia and Finland the key presence is in China, which the group plans to further expand and as well as in several other Asian economies. There is significant potential to increase the Group's presence is these markets and the plan is to carry out such an expansion over time. Share capital and ownership structure As of the date of this Prospectus, the Company's share capital is DKK 3,063,333, divided into shares of DKK 1 or any multiple thereof. The share capital of the Company is divided into two different classes of shares, allocated into DKK 1,530,000 A-shares of DKK 1 or any multiple thereof and DKK 1,533,333 B-shares of DKK 1 or any multiple thereof. Only the A-shares carry any voting rights. The following table sets forth the ownership structure in the Company as per the date of this Prospectus.

25 25(69) Shareholder No. of shares Share capital Voting Rights BWB Partners P/S % % TransGroup % % Management % % Other shareholders % 0 % Total % % BWB Partners P/S per cent. BWB Partners P/S (through Nidovni HH A/S) invested in the Issuer in 2006 and is the Group s majority shareholder. BWB Partners is an independent investment company (private equity fund) based in Denmark. BWB Partners is a generalist buyout fund that invests in smaller and medium sized companies. TransGroup per cent. TransGroup (through TTGR Holding ApS) is the Group's partner in the U.S: market. Management shareholders per cent. Management shareholders include the following members of the Company s management: Allan Melgaard (CCO), through MMG ApS Jørgen Jessen (Head of ADP Division and Executive Vice President), through MMG ApS Henrik von Sydow (Chairman of the Board of Directors) Lars Olsen (CFO) Thomas Nørgaard (Country manager, Denmark) Shareholders agreements The Issuer is not aware of the details of any provision in the arrangement between its shareholders, the operation of which may at a subsequent date result in a change in control of the Issuer.

26 26(69) Overview of Group structure Operations are conducted in the subsidiaries and the Company is thus dependent on its subsidiaries to generate revenue and profit in order to fulfil its payment obligations under the Bonds. The structure of the Group, including its subsidiaries, is set out below. Unless specified in the overview below, all subsidiaries are owned to 100%.