NORBIT ASA – Announcement of terms of the initial public offering

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.

NORBIT ASA – Announcement of terms of the initial public offering

Trondheim, 4 June 2019: Reference is made to the announcement by NORBIT ASA (“NORBIT” or the “Company”) on 7 May 2019 regarding the Company’s intention to launch an initial public offering of its shares and apply for a listing on Oslo Børs (the “IPO”). The Board of Directors of the Company has resolved to launch the IPO and to apply for a listing on Oslo Børs. Subject to approval of the listing application and successful completion of the IPO, the shares of NORBIT (the “Shares”) are expected to be admitted to trading on Oslo Børs under the ticker code “NORBIT” on or about 18 June 2019 (subject to any extension or shortening of the offer period).

The IPO in brief

The Offer Shares (as defined below) will be offered for sale within an indicative price range of NOK 23 to NOK 30 per Offer Share, corresponding to an equity value of NORBIT of between approximately NOK 1,000 million and NOK 1,300 million before the issue of New Shares (as defined below) in the IPO. The final offer price per Offer Share (the “Offer Price”) may, however, be set above or below this indicative price range.

The IPO consists of (i) an offer of new Shares (the “New Shares”) to be issued by the Company to raise gross proceeds of approximately NOK 250 million and (ii) an offer of up to 15,213,068 existing Shares (the “Sale Shares”), offered by certain existing shareholders (the “Selling Shareholders”).

In addition, the Managers (as defined below) may elect to over-allot a number of additional Shares, equalling up to approximately 15% of the number of New Shares and Sale Shares allocated in the IPO (the “Additional Shares” and together with the New Shares and the Sale Shares, the “Offer Shares”). In this respect, certain existing shareholders (the “Greenshoe Shareholders”) are expected to grant to Arctic Securities AS (the “Stabilisation Manager”), on behalf of the Managers, (i) a lending option to borrow a number of Shares equal to the number of Additional Shares in order to facilitate delivery of Additional Shares and (ii) a greenshoe option to purchase a number of Shares up to the number of Additional Shares at a price per Share equal to the Offer Price in order to facilitate re-delivery of the borrowed Shares (the “Over-Allotment Option”).

Assuming that (i) the Offer Price is set at the mid-point of the indicative price range, (ii) the maximum number of New Shares and Sale Shares (excluding the effects of the reduced offer price in the Employee Offering (as further explained below)) are sold and (iii) the maximum number of Additional Shares are sold, the IPO will amount to up to 28,344,085 Offer Shares, representing 54% of the Shares in issue following the IPO. The final number of Offer Shares will depend on the final Offer Price.

Based on the assumptions set out in (i) and (ii) in the paragraph above, it is expected that the free float of NORBIT will be equivalent to 59.5% of the share capital if the Over-Allotment Option is not exercised and 62.5% of the share capital if the Over-Allotment Option is exercised in full (and provided that Shares subject to lock-up undertakings are not excluded from the free float).

The Selling Shareholders will receive the net proceeds from the sale of the Sale Shares and the Company will receive the net proceeds from the sale of the New Shares. The Greenshoe Shareholders will further receive the proceeds from any Shares sold by them pursuant to the Over-Allotment Option. The Company intends to use the net proceeds from the issuance of the New Shares for (i) investments into R&D and manufacturing capacity, (ii) repayment of debt, (iii) M&A opportunities and (iv) general corporate purposes.

The Selling Shareholders as well as the management and the board of directors of the Company will be subject to a lock-up period for their Shares of 12 months from the first day of listing. The Company will also be subject to a lock-up period of 12 months from the first day of listing. In addition, eligible employees acquiring Offer Shares in the employee offering for an amount exceeding NOK 15,000 will be subject to a lock-up period of two years from the first day of listing for Offer Shares purchased at the reduced offer price offered in the Employee Offering (as further described below).

Offering details

The IPO consists of:

  • An institutional offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from prospectus and registration requirements, and (c) in the United States, to QIBs, as defined in, and in reliance on Rule 144A of the U.S. Securities Act or another available exemption from registration under the U.S. Securities Act (the “Institutional Offering”). The Institutional Offering is subject to a lower limit per application of NOK 2,000,000.
  • A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor (the “Retail Offering”). Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. 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 (the “Employee Offering”), in which Offer Shares are being offered to the eligible employees and board members and sold at the same price as in the Institutional Offering and the Retail Offering, provided, however, that the Offer Price will be reduced by 20% for (i) an application amount per eligible employee between NOK 10,500 and NOK 14,999 without any lock up undertakings and (ii) an application amount per eligible employee between NOK 15,000 and NOK 1,000,000 where allocated Offer Shares will be subject to a lock-up obligation whereby these Offer Shares may not be traded, sold, pledged or otherwise disposed of for a period of two years from the first day of listing. The Employee Offering is subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each eligible employee. Eligible employees participating in the Employee Offering will receive full allocation for any application amount between NOK 15,000 and NOK 1,000,000. Multiple applications by one applicant in the Employee Offering will be treated as one application with respect to the maximum application limit, the guaranteed allocation, the reduced offer price and the discount.

Timeline and offer period

Subject to approval of the Prospectus (as defined below), the bookbuilding period for the Institutional Offering will take place from 5 June 2019 at 09:00 hours (CET) to 14 June 2019 at 14:00 hours (CET) (the “Bookbuilding Period”). The application period for the Retail Offering and the Employee Offering will take place from 5 June 2019 at 09:00 hours (CET) to 14 June 2019 at 12:00 hours (CET) (the “Application Period”). The Company, in consultation with the Managers, reserves the right to shorten or extend the bookbuilding period and the application period at any time.

Following the expiry of the bookbuilding period and the application period, the Company will consider on or about 16 June 2019 and, if thought fit, approve the completion of the IPO and, in consultation with the Managers, determine the final Offer Price and the number and allocation of the Offer Shares. Contract notes in the institutional offering and allocation notes in the retail offering and employee offering will be distributed to investors no later than 09:00 hours (CET) on or about 17 June 2019. Trading of the Shares on Oslo Børs is expected to commence on or about 18 June 2019 at 09:00 hours (CET) under the ticker “NORBIT”.

Conditions for the IPO

Completion of the IPO is conditional upon (i) the board of directors of Oslo Børs approving the application for listing of the Shares at the board meeting expected to be held on or about 11 June 2019 and (ii) the satisfaction of the conditions for listing set by Oslo Børs, expected to be that (a) the Company will have a minimum of 500 shareholders, each holding Shares with a value of more than NOK 10,000 and (b) there will be a minimum free float of the Shares of 25%.

Further, completion of the IPO is conditional upon (i) the board of directors of the Company resolving to issue the New Shares in the IPO, (ii) the Company, in consultation with the Managers, approving the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, and (iii) the Managers not prior to the registration of the share capital increase relating to the issuance of the New Shares having terminated their commitments to pre-fund the subscription amount for the New Shares.

There can be no assurance that the above-mentioned conditions will be satisfied. If the conditions are not satisfied, the IPO may be revoked or suspended.

Prospectus

Further details about the terms of the IPO will be set out in the prospectus prepared by the Company in connection with the IPO (the “Prospectus”). The Prospectus is expected to be approved by the Financial Supervisory Authority of Norway on or about 4 June 2019 and published on or about 5 June 2019. The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.norbit.com, www.arctic.com, www.paretosec.com and www.sb1markets.no from the commencement of the bookbuilding period and the application period for the IPO. Hard copies of the Prospectus may also be obtained free of charge from the same date at the Company’s offices at Stiklestadveien 1, 7041 Trondheim, Norway or by contacting one of the Managers (as defined below).

Advisors

Arctic Securities AS and Pareto Securities AS are acting as joint global coordinators and joint bookrunners and SpareBank 1 Markets AS is acting as joint bookrunner in connection with the IPO (collectively referred to as the “Managers”). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

Further announcements relating to the process will be made in due course. The exact timing of the proposed IPO remains subject to receiving the relevant approvals from Oslo Børs and the Financial Supervisory Authority of Norway, as well as the prevailing equity capital market conditions.

Enquiries

For further queries, please contact:

Per Jørgen Weisethaunet
CEO NORBIT
+47 959 62 915
pjw@norbit.com

Stian Lønvik
CFO NORBIT
+47 404 51 102
stian.lonvik@norbit.com

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About NORBIT ASA

NORBIT is a global provider of tailored technology to carefully selected niches. The company’s business is structured to address its key markets; Oceans, targeting the global maritime markets, Intelligent Traffic Systems (ITS), offering connectivity solutions for truck applications, and Product Innovation and Realization (PIR), with in-house multidisciplinary R&D and manufacturing.

NORBIT is headquartered in Trondheim, Norway, with manufacturing facilities in Selbu, Røros and Trondheim, Norway and 12 offices and subsidiaries around the world.

For more information: www.norbit.com

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither of the Managers nor any of their respective affiliates nor any of their respective directors, officers, employees, advisors or agents accept 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 NORBIT ASA (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. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons that attain possession of any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

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 Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. 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 EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (“Qualified Investors”), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the contemplated IPO, 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 IPO 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.

The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform accurately with the total figure given.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.