Norconsult ASA: IPO - End of stabilisation and partial exercise of over-allotment option

07 Dec 2023 20:12 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED
HEREIN.

Sandvika, 7 December 2023: Reference is made to the stock exchange announcement
issued on 10 November 2023 regarding potential stabilisation activities in
respect of the shares in Norconsult ASA (the "Company"; ticker symbol: "NORCO")
in connection with the successful completion of the initial public offering of
shares in the Company (the "Offering").

The Company has received notification that Carnegie AS (the "Stabilisation
Manager"), acting as stabilisation manager in connection with the Offering on
behalf the Managers (as defined below), has discontinued stabilisation
activities in the shares of the Company and that stabilisation was undertaken in
relation to the shares in the Company with a total of 11,137,035 shares
purchased as part of the stabilisation. The shares were purchased at an average
price of NOK 18.9183 and stabilisation activities last occurred on 4 December
2023. For each of the dates of which stabilisation transactions were carried
out, information regarding the price range is found in the attached full
version.

The Stabilisation Manger will redeliver the 11,137,035 shares purchased through
stabilisation transactions to the Company in accordance with the terms in a
share lending agreement between the parties.

The Stabilisation Manager, on behalf of the Managers (as defined below), has in
part exercised its option to purchase 3,132,009 shares in the Company at the
offer price of NOK 19 per share, equal to the final offer price in the Offering.

Following this, the Company currently holds 17,196,115 treasury shares,
corresponding to 5.5% of the total outstanding shares in the Company.

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, IR@norconsult.com

Media: Henrik Charlesen, Senior Communication Advisor,
henrik.charlesen@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. 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)

***

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.

More information:
Access the news on Oslo Bors NewsWeb site

606013_Appendix_NORCO_Stabilisation_notice_7_December_2023.pdf
606013_NORCO_Stabilisation_notice_7_December_2023.pdf