TECHSTEP – CONTEMPLATED PRIVATE PLACEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange notice from Techstep ASA (“Techstep” or the “Company”) published earlier today, 2 February 2017. In connection with the announced acquisition of Mytos AS (“Mytos”) and the intended acquisition of Apro Tele og Data AS (“Apro”) and to further strengthen the Company’s balance sheet for further growth, the Company intends to complete an undocumented private placement of approximately NOK 100 million at NOK 5.70 per Techstep share, corresponding to 17,543,860 shares or 17.1% of the outstanding shares of the company (the “Private Placement”). The Private Placement is fully underwritten. Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, has been engaged as Joint Bookrunners for the Private Placement (the “Managers”).

The net proceeds from the Private Placement will be used for further acquisitions to strengthen the position of the Company as well as for general corporate purposes.

The Private Placement is fully underwritten by inter alia Middelborg AS, a company owned by board member Kristian Lundkvist, Cipriano AS, a company owned by the Chairman of the Board, Einar J. Greve, Datum AS, and other Norwegian institutional and private investors (the “Underwriters”). The Underwriters will receive an aggregate underwriting commission of NOK 2 million. The Underwriters are guaranteed allocation of shares in the Private Placement for an amount corresponding to 50 per cent of its underwriting obligation in respect of the Private Placement. Middelborg AS, Cipriano AS, and Datum AS have pre-committed to subscribe for minimum 5,263,158 shares.

The application period for the Private Placement opens today at 16:30 CET and closes 3 February 2017 at 08:00 CET. The Managers may, however, at any time resolve to close or extend the subscription period at its sole discretion and on short notice. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The final allocation and completion of the Private Placement is subject to approval by the Company’s Board of Directors.

The Private Placement will consist of two tranches: Tranche 1 will consist of 12,280,702 new shares to be directed at existing shareholders and new investors, subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements (“Tranche 1”), and tranche 2 will consist of 5,263,158 shares to be subscribed for and allocated to Middelborg AS, Cipriano AS and Datum AS (“Tranche 2”). The completion of Tranche 1 of the Private Placement is subject to approval by the Board of Directors.
Tranche 1 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Managers, the Company and Zono Holding AS. The shares delivered to the subscribers in Tranche 1 will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by the Board of Directors pursuant to an authorisation given by the Extraordinary General Meeting held 4 November 2016. The completion of the Tranche 2 of the Private Placement is subject to the approval by an Extraordinary General Meeting (the “EGM”) expected to be held on or about 28 February 2017.
Existing shareholders of the Company holding more than 2/3 of the outstanding shares in the Company have already committed to vote in favor of Tranche 2 on the EGM and have undertaken to not dispose any of its shares before the EGM.

The new shares delivered to Zono Holding AS related to share lending for the settlement of Tranche 1, the Tranche 2 shares, and the consideration shares of up to 20,515,325 shares related to the acquisitions of Mytos, Apro and the Teki Solutions AS and Nordialog Asker AS minorities will be issued on a separate ISIN and delivered to the investors, and thereafter converted to the current listed ISIN of Techstep and become tradable on Oslo Børs as soon as practically possible following the announcement of a prospectus approved by the Norwegian Financial Supervisory Authority, expected in March/April 2017.

The Board, together with the Company’s management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company’s and the shareholders’ joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.

For further information please contact:
Gaute Engbakk, CEO of Techstep: +47 91633281
Marius Drefvelin, CFO of Techstep: +47 95895690
Einar J. Greve, Chairman of the Board of Techstep: +47 90027766

About Techstep
Techstep is a B2B solutions and services provider offering mobile hardware & subscriptions and solutions. The Company has a customer base of approximately 3,600 companies With approximately 220,000 end users. Techstep offers its Clients integrated enterprise mobility solutions.

Important information:

The release is not for publication or distribution, in Whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).

This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the Securities laws of any such jurisdiction. The Managers are acting for the Company and the Selling Shareholders and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements:
This release and any materials distributed in connection With this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and Developments to differ materially from those expressed or implied by these forward-looking statements