Europeinvestment A/S (formerly Live Networks Holding A/S) CVR no. 10435013 c/o Inwema ApS Kongevejen 53, DK-2840 Holte Telephone 0046 8 545 00140 Stock Exchange Notification 2007-08-24 Re.: Further information about the criminal charges against board members and members of management As mentioned in the notification of 8 August 2007, the police (statsadvokaten for særlig økonomisk kriminalitet) had on 8 August 2007 charged members of the Board and man-agement of Europeinvestment A/S with crimes relating to incorrect company information and price manipulations or attempts hereto. The alleged crimes relate to the period 19 April 2005 to 20 April 2006. The charges relate to assets that have been disposed of by Europein-vestment A/S. Europeinvestment A/S is not charged with any violation of the rules. However, the charges affect Europeinvestment A/S and its shareholders. By this notification, the Company will shed some further light on the matters which the Board members and members of Manage-ment are charged with. The charges relate to the following matters: 1) Incorrect information, cf. the Penal Code § 296, by during the period 19 April 2005 until 23 February 2006 letting Europeinvestment A/S provide incorrect and price manipulating information about its situation by in connection with stock exchange notifications and prospectus, accounts etc. pretending that the Company through the Swedish company Live Networks International AB had access to more than 25,000 adult movies at a value of at least DKK 100 million, which according to the police was incorrect. The police's assumption is based on an allegation that Live Networks International AB did not have the Scandinavian rights to the 25,000 film titles. To the Company, the charge seems to be ill founded and extremely strange. The matter has already been investigated in depth by the Securities Council (Fondsrådet) who concluded that they had found no indications of violation of the rules in relation to the accounts. The Scandinavian film rights were licensed from Aladdin Investment Services Ltd, which licensed them from Rome Settlement Trust, which had in turn licensed them from Cable Entertainment Distribution Inc. In connection with the in-depth investigation, the Securities Council appointed Pricewater-houseCoopers as investigator. The investigator had access to detailed information about the existence of the film rights, including auditors' statements from a Swedish and a Danish auditor, as well as confirmations issued directly by the world's largest distributor of adult movies, Cable Entertainment Distribution Inc., which distributor represents 90 % of the en-tire porn production industry, and which firm is deemed to be the porn industry's equivalent to Disney. The conclusion from the in-depth investigator was that there was no indication that Live Networks International AB did not have the film rights. On that basis, the Board Members of the Company at the time believed that it was reason-able to conclude that Live Networks International AB did in fact own 25,000 film rights and thus that the charges are completely unfounded. 2) Price manipulation or attempts hereto, cf. the Securities Trading Etc. Act § 94, cf. § 39, cf. § 38, by letting Europeinvestment A/S provide incorrect and price manipulat-ive information about the value of the Company's shares by notifying on 20 June 2005 that the Company's major shareholder, Aladdin Investment Services Ltd., had sold 12 million shares in the Company to a number of private investors at a price of DKK 11.5 per share, which according to the police was incorrect. The police's assumption is based on an allegation that the sales price was not DKK 11.5 per share. It may be noted that the obligation to notify a listed company about trade in the listed com-pany's shares lies on the seller of the shares, i.e. Aladdin Investment Services Ltd. It may also be noted that the financial intermediary, Luxembourg International Consulting S.A. (www.interconsult.lu) is owned by one third by Danske Bank International S.A., and that the financial intermediary explicitly approved the stock exchange notification which confirmed the price paid for the shares. On that basis, the Board Members of the Company at the time found it reasonable to con-clude that the sales price notified was the same as the actual sales price and thus that the charges are completely unfounded. 3) Price manipulation or attempts hereto, cf. the Securities Trading Etc. Act § 94, cf. § 39, cf. § 38, by letting Europeinvestment A/S provide incorrect and price manipulat-ive information about the Company's matters during the period 12 January to 23 February 2006, by pretending that the companies Tritel Media AB and Tritel In-vestments Inc, which had now taken over the Company's activities from Live Net-works International AB, had the financial capability to develop the company's busi-ness, which according to the police was incorrect. The charge is unclear, but it may be based on an allegation that Tritel Media AB did not have any cash in January / February 2006. If the charge is based on such an allegation, the charge seems extremely strange and entirely unfounded. In the prospectus of Tritel Media AB it was stated that the share capital of the company amounted to SEK 1,361,500,000 and that Tritel Media AB had an equity of SEK 1,361,500,000, of which SEK 1,100,000,000 consisted of cash assets. The annual accounts for Tritel Media AB for 2005 published on 23 March 2006 confirmed that Tritel Media AB as of 31 December 2005 still had cash reserves of SEK 1.1 billion. The annual report was audited by a Swedish auditor who in connection with his audit re-ceived bank statements confirming the cash in Tritel Media AB. Furthermore, it may be noted that NGM in Sweden as a prerequisite for the NGM listing in December 2005 re-quired proof of the funds being available. This proof was submitted to and accepted by NGM and an independent auditor assisting NGM in December 2005. Furthermore, NGM requested additional proof of the funds being available in March 2006 when there were speculations in the press about the existence of the funds. The proof submitted to NGM in March 2006 was also approved by NGM. Since the existence of the cash has been investigated twice by the Swedish stock exchange authorities and both investigations concluded that the cash was indeed available, the charge in this relation seems very strange and entirely unfounded if it relates to the cash available in Tritel Media AB. 4) Price manipulation or attempts hereto, cf. the Securities Trading Etc. Act § 94, cf. § 39, cf. § 38, by letting Europeinvestment A/S provide incorrect and price manipulat-ive information about the Company's matters during the period 23 March to 20 April 2006, by informing in stock exchange notifications that Tritel Investments Inc. would make a purchase offer to the shareholders of the Company that they could swap their shares in the Company for shares in Tritel Media AB in the ratio 1 to 1, even though the police believes that there was no intention to make such an offer. The alleged crime relates primarily to a notification made by Europeinvestment A/S on 23 March 2006. In order to understand the charges, the following background information is relevant: • In June 2005, Europeinvestment A/S acquired the video on demand company, Live Networks International AB against issue of new shares in Europeinvestment A/S. The intention was to create a rapid expansion in the video on demand business and to finance this by a new share issue. • The price of Europeinvestment A/S shares dropped significantly from June 2005. Carrying out a new share issue was thus made significantly more difficult. • Tritel Media AB was listed at Nordic Growth Market in December 2005. The pur-pose of this company was to do business within all segments of the entertainment business, including video on demand. • On 12 January 2006, Europeinvestment A/S received an offer from Tritel Media AB offering to purchase all assets and liabilities against issue of new shares in Tritel Media AB. At the same date, the Board of Directors of Europeinvestment A/S pro-posed a share buy-back programme which was intended to make it possible to re-deem the shareholders' shares in Europeinvestment A/S against shares in Tritel Me-dia AB. This would effectively be a swap of shares in Europeinvestment A/S against shares in Tritel Media AB. This was intended to be followed by a de-listing of Eu-ropeinvestment A/S once all shareholders had received shares in Tritel Media AB. • On 23 January 2006, the sale to Tritel Media and the share buy back programme were approved and signed and the decisions in relation to the share buy back pro-gramme were submitted to the Commerce and Companies Agency for registration. • In connection with the registration of the changes decided at the general meeting, the Commerce and Companies Agency informed the Company's lawyer that the share buy-back programme could only be carried out if shareholders agreeing to participate in the buy-back programme would refrain from trading shares during a 3 months pe-riod. This decision was notified by the Company on 31 January 2006. The Company notified that it intended to look into alternative ways of ensuring the share swap without such a 3 months waiting period. • During January and February 2006, the Swedish press put significant focus on the adult movies owned by Live Networks International AB, and it was concluded by Tritel Media AB that it should not proceed with the purchase of a company with such activities. • On 23 February 2006, Tritel Investments Inc. agreed to fulfil the obligations of Tritel Media AB under the agreement of 23 January 2006 and thus to purchase all activities of Europeinvestment A/S against shares in Tritel Media AB. The share buy back programme planned in January 2006 would at this time cause unfavourable tax con-sequences for the shareholders in addition to the problem of the 3 months' waiting period mentioned above. • On 10 March 2006, Europeinvestment A/S notified that Tritel Investments Inc. was considering to make a purchase offer by which the shareholders of Europeinvestment A/S were offered to swap their shares for shares in Tritel Media AB. • On 23 March 2006, Tritel Investments Inc. informed the Company that it intended to make the purchase offer in relation to the share swap. It was notified that the deci-sion was “conditional on no unexpected problems occurring in connection with the authorities' approval of the offer document.” As illustrated by the above summary of events (which is supported by stock exchange notifi-cations published by Europeinvestment A/S at the dates mentioned above), the share swap was in accordance with the Board's plans from January 2006, and on 23 March 2006 the Board of Europeinvestment A/S had finally convinced Tritel Investments Inc. that the share swap would be beneficial to all parties. It may be noted that the decision to make a purchase offer (conditional on no unexpected problems occurring) was made solely by Tritel Investments Inc. and that Europeinvestment A/S was simply notified of this decision. Europeinvestment A/S had an obligation to pass that information on to its shareholders. That Tritel Investments Inc. did in fact intend to make the purchase offer is, however, sup-ported by the following facts: 1) The decision to make an offer (subject to no unexpected problems occurring) was made and notified on 23 March 2006. An offer document must be published within 4 weeks of the decision, and the 4 week deadline thus expired on 20 April 2006. 2) On 24 March 2006, the Financial Supervisory Authority was asked whether a pro-spectus would be required in connection with the offer of Tritel Media AB shares in Denmark or whether the prospectus published by Tritel Media AB was sufficient. The legal advisors to the Company and to Tritel Investments Inc. did not believe that a separate prospectus was required since the EU rules specify that a foreign prospec-tus is valid for 12 months in all EU countries. 3) On 3 April 2006, contacts were made to Europeinvestment A/S's bank, Nordea, in order to make sure that the swap of shares in Europeinvestment A/S with shares in Tritel Media AB could be handled in practice, including opening of Swedish VP ac-counts. During the following weeks, several contacts were made to Nordea to follow up. 4) On 4 April 2006, the Financial Supervisory Authority responded that a prospectus would be required unless the information in the Purchase Offer contained all infor-mation relevant for a prospectus. The decision of the Financial Supervisory Author-ity meant that the Offer Document should be amended. 5) On 7 April 2006, the Offer Document was ready in an English version. The Financial Supervisory Authority informed that the Offer Document would only be reviewed when it was received in Danish. 6) On 11 April 2006, a Danish version of the draft Purchase Offer including prospectus information was forwarded to the Copenhagen Stock Exchange and to the Financial Supervisory Authority. 7) On 19 April 2006, the Copenhagen Stock Exchange (at 12:11 hours) and the Finan-cial Supervisory Authority (at 16.15 hours) provided comments to the draft purchase offer. The Financial Supervisory Authority refused to extend the 4 week deadline for providing the purchase offer. 8) On 20 April 2006, the 4 week deadline expired. On this day, Nordea informed Eu-ropeinvestment A/S that they were not able to confirm that they could assist in con-nection with the swap of shares. The reason stated by Nordea was that they were still in dialogue with Nordea Sweden and had not yet determined how to distribute the Swedish shares into Danish custody accounts. 9) On 20 April 2006, Tritel Investments Inc. informed Europeinvestment A/S that un-expected problems had occurred during the approval process and that the offer would therefore not be made. 10) Tritel Investments Inc. has paid all of the costs in relation to the drafting of the draft Purchase Offer and in relation to the review of this draft by the Stock Exchange. The information requested by the authorities included detailed information about the plans and strategy of Tritel Media AB as well as information about Morocco Film City, which information was then not available to Europeinvestment A/S or to any of its board members or members of management. Furthermore, even the information which had been available to Sebastian Bach in his capacity as board member of Tritel Media AB could not be passed on by him to Europeinvestment A/S without approval from the Board of Directors of Tritel Media AB. It may additionally be mentioned that the Company during the weeks following this notifica-tion corresponded with Tritel Investments Inc. regarding the planned offer, including alter-native solutions for effecting the share swap. This also supports that Tritel Investments Inc. intended to make the purchase offer. Shortly after expiry of the offer period, the major shareholders of Tritel Media AB started negotiating an AIM listing of Europe Vision Plc. The purchase offer to the shareholders could not proceed until the AIM listing had occurred since the purchase offer then would need to include information about Europe Vision Plc, which information could only be given after the AIM listing had been carried out. In connection with the AIM listing, a lock-up of 12 months was required by AIM rules, and the purchase offer could thus not have been made by Tritel Investments Inc. until July 2007. To Europeinvestment A/S it seems to have been demonstrated very clearly that Tritel In-vestments Inc. had the intention to make a purchase offer and that the purchase offer was stopped by matters outside of Tritel Investments Inc.'s control. The Roles of the Individuals Charged In the chat pages regarding Europeinvestment A/S, significant focus has been on the in-volvement of the individuals now charged. It seems to be speculated that these persons have had extensive knowledge of events occurring in both Europeinvestment A/S on the one side and Tritel Media AB / Europe Vision Plc on the other side. These speculations are unfounded, which is shown by the fact that except for Sebastian Bach (who did not participate in the decisions made by the Board of Directors of Europeinvest-ment A/S involving Tritel Media AB), none of the members of the Board or Management of Europeinvestment A/S have at the same time been in the Board or Management of Eu-ropeinvestment A/S on the one side and Tritel Media AB or Europe Vision Plc at the other side. Furthermore, the view that the parties involved have taken their confidentiality obligations very seriously is illustrated by the sad fact that Europeinvestment A/S in relation to past stock exchange notifications some times have been delayed in notifying about matters relat-ing to Europe Vision Plc., since they had to discover the matters notified by Europe Vision Plc by checking the website of Europe Vision Plc without prior warning from Europe Vision Plc. David Lowe and Simon Denton were members of the Board of Directors of Europeinvest-ment A/S from 12 November 2004 until 22 December 2005. In December 2005, they be-came members of the Board of Tritel Media AB. They retired from the Board of Europein-vestment A/S to avoid any conflicts of interest in relation to Tritel Media AB and the pur-chase offer which Tritel Media AB made to Europeinvestment A/S in January 2006. They have since December 2005 been board members in Tritel Media AB and since 9 June 2006 in Europe Vision Plc. In addition, David Lowe is a board member of TMG Inc., the company dealing with the Morocco Film City project. They have since their exit from the Board of Europeinvestment A/S on 22 December 2005 had no influence in Europeinvestment A/S and no involvement in the Company's activities. Björn Schröder was the managing director of Europeinvestment A/S from 2 May 2005 until 22 February 2006. He retired as managing director of Europeinvestment A/S when he be-came managing director of Tritel Media AB. He has since his exit from the management of Europeinvestment A/S on 22 February 2006 had no influence in Europeinvestment A/S and no involvement in the Company's activities. Sebastian Bach was board member in Europeinvestment A/S from 29 April 2005 until 20 April 2007. He was also a board member in Tritel Media AB from December 2005. As noti-fied by Europeinvestment A/S in connection with the transactions involving Tritel Media AB, he did not participate in the Board's decisions concerning the offer made by Tritel Me-dia AB. Kenneth Dundas has been a board member in Europeinvestment A/S from 22 December 2005 until today. He is not and has never been a member of the Board or Management of Tritel Media AB or Europe Vision Plc. and has never had any influence in these companies. Hans Birkholm has been a board member in Europeinvestment A/S from 22 December 2005 until today. He is not and has never been a member of the Board or Management of Tritel Media AB or Europe Vision Plc. and has never had any influence in these companies. Castro Khatib was a member of the Board of Directors from 12 November 2004 until 29 April 2005 and Managing Director of the Company from 22 February 2006 until today. He also became the managing director of Tritel Media AB in November 2006. During the time period which the charges relate to, he was not member of the Board or Management of Tritel Media AB. He is not and has never been member of the Board or Management of Europe Vision Plc. The only influence he has had over Tritel Media AB or Europe Vision Plc is through the Khatib family's indirect control of large shareholdings in these companies. Effect for the Existing Board and Management Hans Birkholm, Kenneth Dundas, Björn Schröder and Castro Khatib have already given their statements to the police. They have cooperated fully with the investigation. Sebastian Bach, Simon Denton and David Lowe have confirmed to the Danish police that they will cooperate fully with the investigation. The police has not made any arrests in connection with the investigations. Based on their experience with similar cases, the defence attorneys have stated that the in-vestigations may not be finalised for a period of up to 2 years. The Board of Directors now consists only of Hans Birkholm and Kenneth Dundas. On the basis of the documentation available to them, they have decided not to take any steps toward the managing director, Castro Khatib, who will thus continue as managing director. The Board of Directors has discussed the composition of the future Board of Directors with the Company's major shareholder, Aladdin Investment Services Ltd. The result of these dis-cussions is that the Board will propose Castro Khatib to join the Board at the extraordinary general meeting to be held on 27 August 2007. Questions may be made to managing director Castro Khatib at telephone 0046 8 545 00140. Europeinvestment A/S
Further information about the criminal charges against board members and members of management
| Source: Europeinvestment A/S