Webstep – Stabilisation notice and exercise of greenshoe option
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Oslo, 10 November 2017: Reference is made to the announcement issued by Webstep ASA ("Webstep" or the "Company") and Arctic Securities AS (the "Stabilisation Manager") on 11 October 2017 regarding potential stabilisation activities in respect of the shares in Webstep in the period from 11 October 2017 to and including 9 November 2017 in connection with Webstep's initial public offering (the "Offering").
The stabilisation period has now ended and no stabilisation transactions have been carried out.
The Stabilisation Manager hereby gives notice that it, on behalf of the managers for the Offering, has exercised in full the greenshoe option to purchase from Reiten & Co Capital Partners VII LP, represented by its general partner Reiten & Co Capital Partners VII GP Ltd ("RCP") 1,437,253 shares in the Company and to subscribe for 718,626 new shares to be issued by the Company (in total 2,155,879 shares which was borrowed from RCP and over-allotted in the Offering), all at a price per share of NOK 24.50, which is equal to the offer price in the Offering. The shares purchased and subscribed for pursuant to the greenshoe option will be used to fulfil the Stabilisation Manager's redelivery obligation towards RCP for the borrowed shares.
A board meeting of the Company will be held on 13 November 2017 to resolve the issue of the new shares.
Following the issuance of the 718,626 new shares, the share capital of Webstep will be NOK 26,967,017, consisting of 26,967,017 shares, each with a nominal value of NOK 1.00.
After the exercise of the greenshoe option and the issuance of the 718,626 new shares, RCP will hold a total of 3,844,255 shares in Webstep, representing 14.26% of the outstanding shares in the Company. RCP is represented on the board of directors in the Company.
This announcement is not and does not form a part of any offer for or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, from the basis of, or be relied upon in connection with, any contract therefor.
Copies of this announcement are not being made and may not be published, distributed, transmitted or sent, directly or indirectly, in or into the United States, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Canada, Japan, South Africa 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"), or any securities laws of any state or other jurisdiction of the United States 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.
This announcement is an advertisement and 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").
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 Article 2(1) (e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a Prospectus pursuant to Article 3 of the Prospectus Directive in such EEA 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.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The Stabilisation Manager:
Arctic Securities AS
Att: Bjørn Løvenskiold, +47 21 01 31 07
Kjetil Eriksen, CEO Webstep, +47 982 98 008
Anders Løken, CFO Webstep, +47 977 69 200
About Webstep ASA
Webstep ASA and its subsidiaries form the Webstep Group, a high-end provider of IT consultancy services in Norway and Sweden. Since its incorporation in 2000, the Webstep Group has offered IT services designed to address its customers' software needs by creating functional custom-made digital tools and applications optimizing the customers' business strategies. Webstep aims to be at the forefront of the technological development and to assist its customers in their digitalisation through the offering of cutting-edge IT expertise. The Webstep Group's core digitalisation offering consists of digitisation, cloud implementation, migration and integration, in addition to its other core focus areas Internet of Things (IoT), machine learning and analytics. An important part of the Webstep Group's strategy is to employ and offer only senior IT consultants with significant experience. As of 30 June 2017, the Webstep Group employed 393 employees, of which 350 were IT consultants. For more information visit www.webstep.com (http://www.webstep.no)