TECHSTEP – PRIVATE PLACEMENT COMPLETED

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 yesterday regarding the contemplated private placement of shares in the Company.

The Company announces today that it has raised NOK 100,000,002 in gross proceeds through a fully underwritten private placement of 17,543,860 shares (the “Private Placement”). The price per share in the Private Placement was NOK 5.70.

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, acted as Joint Bookrunners for the Private Placement (the “Managers”), which took place after close of trading yesterday. The Private Placement, which was substantially oversubscribed, attracted strong interest from both existing shareholders and new high quality institutional and private investors.

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 was 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 Board of Directors has allocated a total of 17,543,860 shares in two tranches, tranche 1 with 12,280,702 new shares that was 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 with 5,263,158 shares that was allocated to Middelborg AS, Cipriano AS and Datum AS (“Tranche 2”).

Chairman of the Board of Directors, Einar J. Greve, has, through his wholly owned company Cipriano AS, been allocated 877,193 Tranche 2 shares in the Private Placement and will after the Private Placement own 877,193 shares in the Company, and option to acquire 3 million shares. Board member Kristian Lundkvist has, through his wholly owned company Middelborg AS, been allocated 877,193 Tranche 2 shares in the Private Placement and will after the Private Placement own 877,193 shares in the Company.

Notification of allotment in the Private Placement will be sent to the applicants today through a notification to be issued by the Managers. The Tranche 1 shares will be settled through a delivery versus payment transaction on 7 February 2017 (regular T+2 settlement), by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Company, the Managers 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 (“Consideration Shares”) 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.

Following registration of the new share capital pertaining the Private Placement, the Company will have an issued share capital of NOK 120,019,437, divided into 120,019,437 shares, each with a par value of NOK 1.00 (excluding any  Consideration Shares expected to be issued).

The Board, together with the Company’s management and the Managers, 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 decided 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