Sandvika, 30 October 2023: Reference is made to the announcement made by Norconsult ASA (the “Company”) on 16 October 2023, regarding its intention to launch an initial public offering (the “Offering”) and to apply for a listing of its shares on the Oslo Stock Exchange (the “Listing”, and together with the Offering, the “IPO”).
The Company hereby announces that it has resolved to launch the IPO and to apply for the Listing. Subject to approval of the listing application and a successful completion of the Offering, the shares of the Company are expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 10 November 2023 under the ticker code “NORCO”.
THE OFFERING
The price at which the Offer Shares are expected to be sold (the “Offer Price”) is between NOK 19 and NOK 23 per Offer Share (the “Indicative Price Range”), corresponding to an approximate market capitalisation of the Company of between NOK 5,654 and 6,845 million(1). This Indicative Price Range is indicative only and the final Offer Price may be set within, below or above the Indicative Price Range. The Offer Price will be determined through a bookbuilding process and will be set by the Company in consultation with the Joint Global Coordinators (as defined below).
The Offering consists of a secondary offering of up to 95,138,247 existing shares in the Company (the “Sale Shares”, and together with the Additional Shares (as defined below), the "Offer Shares") offered by the Company’s existing shareholders (the “Selling Shareholders”). The Sale Shares represent approximately 34% of the outstanding shares in the Company, excluding treasury shares held by the Company.
As part of the Offering, the Company is expected to grant the Managers (as defined below) the right to over-allot (the “Over-Allotment Facility”) up to a number of shares amounting to a maximum of 15% of the number of Sale Shares allocated in the Offering, being up to 14,270,737 shares (the “Additional Shares”). In order to facilitate the Over-Allotment Facility, the Company is expected to grant an option to the Managers, which may be exercised by Carnegie AS, as stabilisation manager on behalf of the Managers (the “Stabilisation Manager”), to borrow a number of shares held in treasury equal to the number of Additional Shares (the “Lending Option”), as well as an option to purchase a number of shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotments made in connection with the Offering (the “Over-Allotment Option”). The Over-Allotment Option will, if exercised, be settled by existing treasury shares in the Company. The Over-Allotment Option is exercisable, in whole or in part by the Stabilisation Manager, on behalf of the Managers, within a 30-day period commencing on the first day of trading of the Shares on Oslo Børs. Any net profit from any stabilisation activities shall be for the benefit of the Company.
all Sale Shares are sold and the Over-Allotment Option is exercised in full, the Offer Shares represent approximately 37% of the outstanding shares in the Company, excluding treasury shares held by the Company adjusted for the Additional Shares allocated.
LOCK-UP
The existing shareholders in the Company and members of the Board of Directors and the Company’s executive management (the “Executive Management”) have entered into customary lock-up agreements with the Company and/or the Joint Global Coordinators, which will restrict their ability to sell, pledge or dispose of shares in the Company, or issue options or other rights relating to shares in the Company or enter into any other agreement relating to the foregoing. The existing shareholders in the Company and the members of the Board of Directors and Executive Management will be subject to a 12-month lock-up from the first day of the Listing. 50% of the shares will be released from lock-up after 6 months from the first day of the Listing, except for any shares held by members of the Board of Directors or Executive Management.
The Company will also be subject to a 12-month lock-up from the first day of Listing, which will among other things restrict its ability to issue, offer, sell, pledge or otherwise dispose of, directly or indirectly, shares in the Company.
The lock-up undertakings will be subject to certain customary exemptions and may be waived by the Joint Global Coordinators (with regards to the lock-up by the Board of Directors, the Executive Management and the Company) or the Company (with regards to the lock-up by other existing shareholders) in their sole discretion.
TIMELINE
The bookbuilding period for the institutional offering (the “Bookbuilding Period”) will commence at 09:00 (CET) on 31 October 2023 and expire at 14:00 (CET) on 8 November 2023, and the application period for the retail offering and the employee offering (the “Application Period”) will commence at 09:00 (CET) on 31 October 2023 and will expire at 12:00 (CET) on 8 November 2023 provided, however, that applications in the retail offering and the employee offering made electronically through the webservices of Nordnet must submitted no later than by 23:59 (CET) on 7 November 2023. The Bookbuilding Period and the Application Period may be shortened or extended at any time, however so that they cannot be shortened to expire prior to 16:30 (CET) on 7 November 2023 or be extended beyond 16:30 (CET) on 15 November 2023. The Company expects to announce the Offer Price and the number of Offer Shares sold in the Offering through the information system of the Oslo Stock Exchange on or about 8 November 2023.
OFFERING DETAILS
The terms and conditions of the Offering comprise, in short:
* An institutional offering, in which Offer Shares are being offered to (i) investors in Norway, (ii) investors outside Norway and the United States subject to exemptions from local prospectus or other filing and registration requirements, and (iii) in the United States, to QIBs as defined in Rule 144A under the U.S. Securities Act; in each case, subject to a lower limit per application of an amount of NOK 2,000,000.
* A retail offering, in which Offer Shares are being offered to the public in Norway, Sweden, Denmark and Finland, subject to a lower limit per application of an amount of NOK 10,500, and an upper limit per application of an amount of NOK 1,999,999 for each investor. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.
* An employee offering, in which Offer Shares are being offered, subject to applicable laws, to all employees of the Company or a directly or indirectly owned subsidiary of the Company in the EEA, and being resident in the EEA (the "Eligible Employees"), subject to a lower limit of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each Eligible Employee. The Offer Price in the employee offering will be the same as in the institutional offering and the retail offering. Multiple applications by one applicant in the employee offering will be treated as one application with respect to the maximum application limit. Eligible Employees that participate in the employee offering will be prioritized during allocation up to and including a maximum application amount of NOK 100,000. Eligible Employees who intend to place an order equal to or in excess of NOK 2,000,000 must do so in the Institutional Offering however so that Eligible Employees will be prioritized during allocation as set out above even if the application is made in the Institutional Offering.
PROSPECTUS
Further details of the Offering and the terms thereof will be set out in the prospectus that has been prepared by the Company in connection with the Offering. The prospectus has been approved by the Financial Supervisory Authority of Norway, and is expected to be published later today, 30 October 2023 (the "Prospectus"). The Prospectus and the application form for the retail offering and the employee offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.norconsult.no, www.dnb.no/emisjoner, www.carnegie.no/ongoing-prospectuses-and-offerings/, www.nordea.com/en/issuances, www.seb.no and www.nordnet.no/se/dk/fi from the start of the Bookbuilding Period and the Application Period. Hard copies of the Prospectus may be obtained free of charge at the Company's offices in Sandvika, Norway or by contacting one of the Managers.
CONDITIONS FOR THE OFFERING
Completion of the Offering on the terms set forth in the Prospectus is only conditional on (i) the Company, in consultation with the Managers, having approved the Offer Price, the number of Offer Shares and the allocation of the Offer Shares to eligible investors and (ii) the Oslo Stock Exchange approving the Company's application for Listing within the end of the book building period, on conditions acceptable to the Company and that any such conditions are satisfied by the Company. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.
ADVISORS
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting jointly as joint global coordinators and joint bookrunners (collectively, the “Joint Global Coordinators”). Nordea Bank Abp, filial i Norge, and Skandinaviska Enskilda Banken AB (publ), Oslo branch, are acting as joint bookrunners together with the Joint Global Coordinators (collectively, the “Managers”).
Advokatfirmaet BAHR AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further queries, please contact:
Investors: Dag Fladby, CFO Norconsult, +47 90 89 19 35
Media: Hege Njå Bjørkmann, EVP Communication and Brand Norconsult, +47 91 18 50 29
ABOUT NORCONSULT ASA
Norconsult is a leading pan-Nordic interdisciplinary consulting firm combining engineering, architecture and digital expertise across projects of all sizes, for private and public customers in infrastructure, energy and industry, buildings and architecture. Through innovation and creativity, and with our purpose «Every day we improve everyday life», we are constantly seeking more sustainable and efficient solutions which are beneficial to society. Headquartered in Sandvika, Norway, Norconsult’s delivery model is centered around knowledge hubs and local presence through approximately 6,000 employees across more than 130 offices in Norway, Sweden, Denmark, Iceland, Poland and Finland. (Figures as of 30.06.2023)
(1) Based on 310,496,875 shares outstanding less 28,358,125 treasury shares plus up to 15,450,000 treasury shares to be distributed to employees employed per 1 July 2023 as gift shares 12 months following the IPO provided that they are still employed.
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IMPORTANT INFORMATION
This announcement is for informational purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, New Zealand, Canada, Japan or the United States, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”) or to any person to whom, or in any jurisdiction in which, such offer or solicitation is unlawful. The securities referred to herein may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, New Zealand, Canada or Japan. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, New Zealand, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada or Japan.
None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the Managers and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement. This announcement has been prepared by and is the sole responsibility of the Company.
The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any member state of the European Economic Area (the “EEA”) (the “EU Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
In any member state of the EEA, other than Norway, Sweden, Denmark and Finland, this communication is only address to and is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation.
This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is being distributed to and is directed only at persons : (A) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) falling within Article 49(2)(a) to (d) of the Order and (iii) to whom it may otherwise lawfully be communicated; and (B) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018.
In connection with the offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated offering or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.