Beerenberg AS: Contemplated private placement and intention to list on Euronext Growth Oslo

28 Sep 2023 08:33 CEST

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Bergen, 28 September 2023. Beerenberg AS (“Beerenberg” or the “Company”) has
engaged Pareto Securities AS and SpareBank 1 Markets AS as Joint Global
Coordinators and Joint Bookrunners (together the “Managers”) to advise on and
effect a contemplated private placement of new and existing shares in the
Company (the “Private Placement”) and admission to trading of the Company’s
shares on Euronext Growth Oslo (the “Admission”).

Beerenberg in brief:

• Market leading insulation, scaffolding and surface treatment (“ISS”) service
and insulation product provider on the Norwegian continental shelf (“NCS”) with
NOK 7bn backlog of frame agreements

• Headquartered in Bergen, Norway, with operations in Poland, South Korea,
Thailand and Singapore and a workforce of 1,885 FTEs

• Future proof offering with growth potential in pole position in a rapidly
expanding robotics segment.

• Robust performance through cycle with Q2 revenue of NOK 615m and EBITDA of 10%
(adjusted for one-off costs).

Arild Apelthun, the CEO of Beerenberg said: "Our admission to trading on
Euronext Growth Oslo marks a significant milestone for Beerenberg and is a
crucial step in realizing our ambitions. We are excited to continue delivering
operational excellence, maintaining our reputation as the leading provider of
ISS services on the NCS, whilst welcoming new investors onboard to support our
long-term strategy.”

Geir Magne Aarstad, Chairman of Beerenberg, said: “Beerenberg has demonstrated
resilience throughout the market cycle, and following recent growth investments,
Beerenberg is now in a prime position to leverage its strong presence within ISS
services and continue to generate strong cash flow for our shareholders.”

The Private Placement in brief:

The Private Placement will comprise: (i) an offer of 13,890,000 new shares (the
“New Shares”) to raise gross proceeds to the Company of approx. NOK 250 million
(the “Primary Offering”), and (ii) a sale of 4,165,000 existing shares in the
Company (the “Sale Shares”) (the “Secondary Offering”). In the Secondary
Offering, Segulah IV L.P. (the Company’s largest shareholders, owning approx.
83.9% prior to the Private Placement) will sell 3,635,567 Sale Shares
(equivalent to approx. NOK 65.4 million), AlpInvest Partners Co-Investments 2011
II CV together with AlpInvest Partners Co-Investments 2012 I CV (the two second
largest existing shareholders in the Company, owning in aggregate approx. 11.7%
prior to the Private Placement) will sell 102,775 and 406,008 Sale Shares,
respectively (equivalent to approx. NOK 1.85 million and NOK 7.3 million,
respectively), and Svein Eggen Holding AS, owning in aggregate approx. 0.5%
prior to the Private Placement, will sell 20,650 Sale Shares (equivalent to
approx. NOK 0.37 million). There will also be over-allotment option of up
1,805,000 additional shares in the Company (the “Additional Shares”, and
together with the New Shares and the Sale Shares, the “Offer Shares”),
representing approx. 10% of the offering size in the Private Placement, to
facilitate stabilization activities in a period of 30 days from the first day of
Admission (the “Over-Allotment Option”). A total of 19,860,000 Offer Shares will
be offered in the Private Placement.

The price per Offer Share has been set to NOK 18.00 (the “Offer Price”),
equivalent to a pre-money equity value of the Company of approx. NOK 192 million
based on the 10,680,000 shares currently outstanding in the Company.
The net proceeds to the Company from the Primary Offering will be partly used to
repay NOK 200 million of the Company’s debt and the remaining proceeds to fund
certain growth initiatives and general corporate purposes.

The Norwegian investment company Camar AS will subscribe for NOK 80 million in
the Private Placement. Camar AS will be represented on the board of directors of
the Company. Further, certain members of the board and management has
pre-committed to subscribe for Offer Shares in the aggregate amount of NOK 3.68
million.

The application period in the Private Placement will commence today, 28
September 2023 at 09:00 CEST and close on 29 September 2023 at 16:30 CEST. The
Managers and the Company may, however, at any time resolve to close or extend
the application period. If the application period is shortened or extended, any
other dates referred to herein may be amended accordingly.

Allocation of Offer Shares will be determined by the Company’s board of
directors, at its sole discretion and in consultation with the Managers. The
Company and Managers have entered into a pre-payment agreement in order to
facilitate swift registration of the New Shares with the Norwegian Register of
Business Enterprises (“NRBE”) and the Norwegian Central Securities Depository
(being Euronext Securities Oslo) and subsequent delivery of Offer Shares. The
Offer Shares are expected to be settled with investors on a
delivery-versus-payment (DVP) basis on or about 5 October 2023.

Segulah IV L.P., AlpInvest Partners Co-Investments 2012 I CV and AlpInvest
Partners Co-Investments 2011 II CV (the “Share Lenders”) are expected to grant
SpareBank 1 Markets AS, in its capacity as stabilisation manager (on behalf of
the Managers) (the “Stabilisation Manager”), an option to borrow a number of
existing shares equal to the number of Additional Shares in order to enable the
Managers to settle any over-allotments made in the Private Placement (the
“Over-Allotment Option”). Furthermore, the Share Lenders are expected to grant
the Stabilisation Manager an option (the “Greenshoe Option”) to acquire, at the
Offer Price, a number of existing shares in the Company equal to the number of
Additional Shares allocated in the Private Placement to cover short positions
resulting from any over-allotments made in the Private Placement not covered
through such share repurchases made by the Stabilisation Manager as part of any
stabilisation activities conducted during the 30-day period from the first day
of Admission. The Share Lenders will receive the proceeds from any shares sold
under the Over-Allotment Option if, and to the extent, the Greenshoe Option is
exercised. Net profits from stabilization activities, if any, will be to the
benefit of the Share Lenders.

Beerenberg has applied for, and expects, subject to completion of the Private
Placement and the necessary approvals from the Oslo Stock Exchange, to have its
shares admitted to trading on Euronext Growth Oslo. The first day of trading on
Euronext Growth Oslo is expected to be on or about Thursday 5 October 2023.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to Regulation (EU) 2017/1129), the Norwegian Securities
Trading Act and other applicable regulations are available.

The Company, members of the Company’s management and board of directors (except
for Espen Selvikvåg Berge who will be elected onto the board of directors in the
extraordinary general meeting to be held on 29 September 2023), and the selling
shareholders, will enter into customary lock-up arrangements with the Managers
that will restrict, subject to certain exceptions, its ability to issue, sell or
dispose of shares, as applicable for a period of six months for the Company, and
nine months for the members of the board and management and the selling
shareholders, after the commencement of trading in the shares on Euronext Growth
Oslo without the prior written consent of the Managers.

Completion of the Private Placement by settlement of the Offer Shares towards
investors is subject to: (i) all necessary corporate resolutions being validly
made by the Company (as further described in the offering materials for the
Private Placement), (ii) registration of the share capital increase pertaining
to the New Shares with the Norwegian Register of Business Enterprises, (iii) the
issuance of the New Shares in the Norwegian Central Securities Depository (VPS),
(iv) the Oslo Stock Exchange resolving to approve the listing on Euronext Growth
Oslo, and (v) the placing-agreement agreement between the Company, selling
shareholders and the Managers remaining unmodified and in full force and effect.


The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Private
Placement is cancelled, irrespective of the reason for such cancellation.

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS are acting as Joint Global
Coordinators and Joint Bookrunners. Advokatfirmaet Wikborg Rein AS is acting as
legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal
counsel to the Managers.

For further information, please contact:

Arild Apelthun
CEO, Beerenberg
Arild.apelthun@beerenberg.com

Harald Haldorsen
CFO, Beerenberg
Harald.haldorsen@beerenberg.com

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 any
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.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.

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 for
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", "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 believe 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 their 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 general economic, political and market conditions in the
markets in which the Company operates, 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 make any
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 announcement.

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.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

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 its 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.

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