Atea ASA– 19.09 2013 Registration Document Registration Document Atea ASA 19.09 2013 Prepared according to Commission Regulation (EC) No 809/2004 - Annex IX Atea ASA– 19.09 2013 Registration Document Important notice The Arrangers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States other than on the Issuer’s web page. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with sections 7-7 and 7-8, cf. section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. Page 2 of 24 Atea ASA– 19.09 2013 Registration Document Table of Contents: 1. Risk factors ................................................................................................................... 4 2. Persons responsible ........................................................................................................ 6 3. Definitions ..................................................................................................................... 7 4. Third part information and forward looking statements ........................................................ 8 5. Statutory auditors .......................................................................................................... 9 6. Information about the issuer .......................................................................................... 10 7. Business overview ........................................................................................................ 13 8. Administrative, management and supervisory bodies ......................................................... 18 9. Major shareholders ....................................................................................................... 21 10. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ....................................................................................................................... 22 11. Documents on display ................................................................................................. 23 12. Cross reference list: .................................................................................................... 24 Page 3 of 24 Atea ASA– 19.09 2013 Registration Document 1. Risk factors Market risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Group operates internationally and is exposed to foreign exchange risk in multiple foreign currencies. This risk is particularly relevant with respect to the Swedish crown (SEK), Danish crown (DKK), Euro (EUR), Latvian lat (LVL), Lithuanian litas (LTL), and US dollar (USD). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Company has investments in foreign subsidiaries, whose net assets are exposed to foreign currency translation risk. Credit risk Credit risk is the risk of financial loss that the Company would suffer if the customers failed to perform its financial obligations. Atea has for years had modest losses on trade debtors. New customers must be approved before they are granted credit. The responsibility for granting credit is decentralised to each operating unit. Credit insurance is used only to a small extent. The Group has no significant concentrations of credit risk, since the customer base is large and unrelated. Counterparties regarding derivative contracts and bank deposits are limited to financial institutions with high credit rating. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Group Treasury aims at maintaining flexibility in funding by keeping committed credit lines available. Cash flow and floating interest rate risk Deposits, interest rates on deposits and loans have a term of less than 12 months. As the Group has no significant interestbearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises from borrowings. Borrowings issued at floating rate of interest expose the Group’s cash flow to interest rate risk. The Group has both short-term and long-term financing facilities. The Group has a MDKK 500, 5 year committed facility with fixed interest rate. The rest of the Group’s financing facilities has floating interest rate. Page 4 of 24 Atea ASA– 19.09 2013 Registration Document Sensitivity analysis The Group has identified market risk (foreign exchange risk, primarily with respect to SEK, DKK, EUR, USD, LVL and LTL) and floating interest rate risk as the two most important risk factors it is exposed to. The tables below illustrate how fluctuations in these two risks could affect the Group’s earnings and equity after tax. Page 5 of 24 Atea ASA– 19.09 2013 Registration Document 2. Persons responsible Atea ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. 19.09 2013 Atea ASA Page 6 of 24 Atea ASA– 19.09 2013 Registration Document 3. Definitions Arranger - Nordea Markets and SEB Markets are the Arrangers for ISIN NO001068362.6 Registration Document - This document dated 19.09 2013 The Company / The Issuer / Parent - Atea ASA The Group / Atea - Atea ASA and subsidiaries Page 7 of 24 Atea ASA– 19.09 2013 Registration Document 4. Third part information and forward looking statements Third part information If not otherwise indicated, Atea ASA is the source of information in this Registration Document. Information which has been sourced from a third party has been accurately reproduced. As far as the Company is aware and able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Forward looking statement The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Issuer's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the Issuer's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Issuer can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. Page 8 of 24 Atea ASA– 19.09 2013 Registration Document 5. Statutory auditors The Company auditor for the period covered by the historical financial information in this Registration Document has been DELOITTE AS, Karenslyst allé 20, 0278 OSLO, Norway. DELOITTE AS is member of The Norwegian Institute of Public Accountants. Page 9 of 24 Atea ASA– 19.09 2013 Registration Document 6. Information about the issuer Atea ASA is a public limited company incorporated