Sandvika, 10 November 2023: Reference is made to the stock exchange notice by Norconsult ASA (the “Company”, OSE ticker. NORCO) on 8 November 2023 regarding completion of the bookbuilding in the initial public offering of shares in the Company (the “Offering”) and the Company’s announcement earlier today regarding commencement of trading in the Company’ shares on the Oslo Stock Exchange, today.
Carnegie AS (the “Stabilisation Manager”) may, on behalf of the Managers (as defined below), engage in stabilisation activities from today, 10 November 2023, to and including, 8 December 2023 (the “Stabilisation Period”). Any stabilisation transactions will be aimed to support the market price of the Company’s shares.
In connection with the Offering, the Managers have over-allotted a total of 14,269,044 shares in the Company to the applicants in the Offering, equalling approximately 15% of the total number of new shares initially allocated in the Offering.
In order to permit delivery in respect of the over-allotments made, the Company has lent to the Stabilisation Manager, on behalf of the Managers, a number of existing shares in the Company equal to the number of over-allotted shares. For further details on over-allotment and stabilisation activities, please see the prospectus dated 27 October 2023 prepared by the Company (the “Prospectus”).
Further, the Company has granted to the Stabilisation Manager, on behalf of the Managers, an over-allotment option with a right to purchase up to 14,269,044 existing shares in the Company at a share price of NOK 19, which is equal to the offer price in the Offering (the “Offer Price”). The over-allotment option is exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, within the Stabilisation Period. The Stabilisation Manager may close out the short position created by over-allotting shares in the Offering by purchasing shares in the open market through stabilisation activities and/or by exercising the over-allotment option.
The Stabilisation Manager may effect transactions with a view to supporting the market price of the Company’s shares at a level higher than what might otherwise prevail, by buying shares in the Company in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there can be no assurance that stabilisation activities will be undertaken. If stabilisation activities are undertaken, they may be discontinued at any time, and must be brought to an end upon or before expiry of the Stabilisation Period.
Any stabilisation activities will be conducted based on the same principles as set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052, as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Act, with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.
If stabilisation activities are undertaken, information on the activities will be published no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Company will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of shares sold and purchased; (ii) the dates on which the stabilisation period began; (iii) the price range between which stabilisation was carried out for each day during the stabilisation period; and (iv) the date at which stabilisation activities last occurred.
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, ir@norconsult.com
Media: Hege Njå Bjørkmann, EVP Communication and Brand Norconsult,Hege.Nja.Bjorkmann@norconsult.com
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. 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)
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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.
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.