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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
STOCK EXCHANGE NOTICE
Multiconsult ASA launches Initial Public Offering
Oslo, 8 May 2015: Multiconsult ASA launches an
initial public offering (the "Offering") of its
shares following its recent application for
admission to trading on Oslo Børs.
Reference is made to the announcement on 27 April
2015 regarding the intention to list the shares of
Multiconsult ASA ("Multiconsult" or "the Company")
on Oslo Børs, and the stock exchange notice by Oslo
Børs dated 6 May 2015 regarding the resolution by
the board of directors of Oslo Børs to admit the
shares of Multiconsult to listing on Oslo Børs,
subject to certain conditions. The board of
directors of Multiconsult has on 7 May 2015 resolved
to launch the Offering.
The shares included in the Offering (the "Offer
Shares") are offered by Stiftelsen Multiconsult
(the "Lead Selling Shareholder"), a financial
foundation organized under the laws of Norway, and
certain other shareholders (collectively,
the "Selling Shareholders"). The Selling
Shareholders intend to offer for sale up to
10,600,000 Offer Shares in aggregate, representing
up to 40.4 per cent of the shares in the Company.
The Lead Selling Shareholder intends to offer for
sale up to 6,490,610 Offer Shares, all of which will
be purchased by the Lead Selling Shareholder from
WSP Europe AB prior to completion of the Offering.
In addition, the Managers have the option to over-
allot up to 1,600,000 additional Offer Shares
equalling up to approximately 15 per cent of the
total number of Offer Shares initially allocated in
the Offering, and may elect to purchase up to an
equivalent number of shares from the Lead Selling
Shareholder to cover any such over-allotments made
(the "Greenshoe Option").
The indicative price range has been set at NOK 75 to
NOK 78 per share, implying a market capitalization
of Multiconsult (based on the 26,249,200 shares
outstanding) of between NOK 1,969 million and NOK
2,048 million. The final offer price per share
(the "Offer Price") may, however, be set above or
below the indicative price range.
If the Offer Price is set at the mid-point of the
indicative price range and 12,200,000 Offer Shares
are sold (including over-allotted shares), the gross
proceeds from the Offering will amount to approx.
NOK 933 million. No new shares are being issued in
the Offering and the Company will not receive any of
the proceeds from the Offer Shares.
The Lead Selling Shareholder has in addition to the
shares to be purchased from WSP Europe AB also
agreed to purchase 1,385,808 shares in the Company
in order to enable it to fulfil its obligations to
make shares available to the Managers for over-
allotments. Assuming that 8,090,610 shares are sold
by the Lead Selling Shareholder in the Offering and
the Greenshoe Option is exercised, the Lead Selling
Shareholder will retain an ownership in the Company
of approx. 20.4 per cent following the Offering. If
the Greenshoe Option is only partly exercised the
Lead Selling Shareholder will retain an ownership of
between 20.4 per cent and 26.5 per cent following
the Offering. The shares of the Lead Selling
Shareholder not sold in the Offering will be subject
to a lock-up period of six months from the first day
of listing. Further, the Company has entered into a
lock-up agreement of six months and the members of
the Company's board of directors and management team
have entered into lock-up agreements of twelve
months.
The Company is in the process of preparing a
prospectus in connection with the Offering and the
listing (the "Prospectus") presenting the terms and
conditions for the Offering comprising:
(i) An institutional offering, in which Offer
Shares are being offered (a) to institutional and
professional investors in Norway, (b) to investors
outside Norway and the United States, subject to
applicable exemptions from prospectus and
registration requirements, and (c) in the United
States to qualified institutional buyers (QIBs), as
defined in, and in reliance on Rule 144A of the U.S.
Securities Act. The institutional offering is
subject to a lower limit per application of NOK
2,000,000.
(ii) A retail offering, in which Offer Shares are
being offered to the public in Norway subject to a
lower limit per application of NOK 10,500 and an
upper limit per application of NOK 1,999,999 for
each investor. Investors who intend to place an
order in excess of NOK 1,999,999 must do so in the
institutional offering.
The offer period for the institutional offering
(the "Bookbuilding Period") will commence at 09:00
hours (CET) on 11 May 2015 and close at 14:00 hours
(CET) on 21 May 2015. The application period for the
retail offering (the "Application Period") will
commence at 09:00 hours (CET) on 11 May 2015 and
close at 12:00 hours (CET) on 21 May 2015. The
Bookbuilding Period and the Application Period may,
at the Lead Selling Shareholder's and the Company's
sole discretion, in consultation with the Managers
and for any reason, be shortened or extended beyond
the set times. The final Offer Price, and the final
number of Offer Shares, will be determined by the
Company and the Lead Selling Shareholder in
consultation with the Managers after completion of
the Bookbuilding Period.
The pricing of the Offering is expected to be
announced on or about 22 May 2015 and trading of the
shares of the Company on Oslo Børs, is expected to
commence on or about 22 May 2015 under the ticker
symbol "MULTI".
On 6 May 2015, the board of directors of Oslo Børs
approved the Company's listing application, subject
to the following conditions: (a) the Company having
in excess of 500 shareholders, each holding shares
with a value of more than NOK 10,000, and (b) a
prospectus in connection with the Offering being
published, (c) conversion into a public limited
liability company (ASA), (d) registration with a
Central Securities Depository and (e) publication of
a stock exchange notice where the voting restriction
on 25% is described. Furthermore, completion of the
Offering is conditional upon (i) the Lead Selling
Shareholder and the Company, in consultation with
the Managers, having approved the Offer Price and
the allocation of the Offer Shares to eligible
investors following the bookbuilding process and
(ii) all of the shares purchased by the Lead Selling
Shareholder from WSP Europe AB being allocated in
the Offering. There can be no assurance that these
conditions will be satisfied. If the conditions are
not satisfied, the Offering may be revoked or
suspended.
The terms and conditions of the Offering will be
presented in the Prospectus which is expected to be
published on or about 11 May 2015. The Prospectus
is, subject to regulatory restrictions in certain
jurisdictions, expected to be available at
www.abgsc.no and www.arcticsec.no from the
commencement of the Bookbuilding Period. Hard copies
of the Prospectus may also be obtained free of
charge from the same date by contacting the Company
or one of the Managers.
ABG Sundal Collier Norge ASA and Arctic Securities
AS (collectively the "Managers") are acting as Joint
Global Coordinators and Joint Bookrunners in the IPO.
Enquiries
Mitra Hagen Negård - Head of Investor Relations -
investor.relation@multiconsult.no
About Multiconsult
Multiconsult is a leading Norwegian
multidisciplinary engineering consulting firm, with
more than 1,700 employees and 30 offices in Norway
and abroad. Multiconsult's home market is Norway,
representing 92% of 2014 operating revenues. The
Company focuses on six market areas(1); Buildings
and
Properties (33%), Transport and Infrastructure
(31%), Energy (16%), Oil and Gas (12%), Industry
(4%) and Environment and Natural resources (4%). The
Company has an operating history that spans more
than a century, with the inception of Norsk
Vandbygningskontor in 1908. In 2014, Multiconsult
completed more than 8,000 projects for approx. 3,700
different customers.
(1)% figures are share of net operating revenues in
2014
Important Notice
This announcement is not and does not form a part of
any offer to sell, or a solicitation of an offer to
purchase, any securities of the Company.
Copies of this announcement are not being made and
may not be distributed or sent into the United
States, Australia, Canada, Japan or any other
jurisdiction in which such distribution would be
unlawful or would require registration or other
measures.
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 "Securities
Act"), and accordingly may not be offered or sold in
the United States absent registration or an
applicable exemption from the registration
requirements of the Securities Act and in accordance
with applicable U.S. state securities laws. The
Company does not intend to register any part of the
offering in the United States or to conduct a public
offering of securities in the United States. Any
sale in the United States of the securities
mentioned in this announcement will be made solely
to "qualified institutional buyers" as defined in
Rule 144A under the Securities Act.
Any offering of the securities referred to in this
announcement will be made by means of a prospectus.
This announcement is not a prospectus for the
purposes of Directive 2003/71/EC (as amended,
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 a prospectus.
In any EEA Member State 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.
This communication is only being distributed to and
is only directed at persons in the United Kingdom
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.
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", "expect", "anticipate", "strategy", "in
tends", "estimate", "will", "may", "continue", "shoul
d" 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. Actual events may differ significantly
from any anticipated development due to a number of
factors, including without limitation, changes in
public sector investment levels, changes in the the
general economic, political and market conditions in
the Norwegian market, the Company's ability to
attract, retain and motivate qualified personnel,
changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and
the potential impact of legal proceedings and
actions. 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. The Company does not guarantee
that the assumptions underlying the forward-looking
statements in this announcement are free from errors
nor does it accept any responsibility for the future
accuracy of the opinions expressed in this
announcement or any obligation to update or revise
the statements in this announcement to reflect
subsequent events. You should not place undue
reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking
statements contained in this announcement speak only
as at its date, and are subject to change without
notice. The Company does not undertake any
obligation to review, update, confirm, or to release
publicly any revisions to any forward-looking
statements to reflect events that occur or
circumstances that arise in relation to the content
of this announcement.