TECHSTEP ASA: AGREEMENT TO ACQUIRE A MAJORITY STAKE IN TEKI SOLUTIONS AS

Reference is made to the stock exchange announcement of 4 July 2016 and the Information Document release by Techstep ASA (“TECH”) on 12 August 2016.

TECH has on 5 October 2016 completed its due diligence process on Teki Solutions AS (“Teki Solutions”) in relation to acquisition of an additional 53.94% ownership stake and related shareholder loans in Teki Solutions from Teki Gruppen AS (the “Teki Gruppen Transaction”), and entered into a firm transaction agreement (conditioned on a few customary closing conditions, and any applicable third party transfer restrictions on the Teki Solution shares related to the transaction). The Teki Gruppen Transaction is to be settled in full with TECH shares, to be issued at a subscription price of NOK 4.3 per share. The number of TECH shares to be issued will be 30,053,488.

The Teki Gruppen Transaction is conditioned upon approval by extraordinary general meeting to be called for shortly (the “EGM”) and expected to take place late October. Closing of the transaction is expected to take place immediately after the EGM.

Given completion of the Teki Gruppen Transaction, TECH will have a total of 102,475,577 outstanding shares.

Given completion of the Teki Gruppen Transaction, Teki Gruppen AS will hold 30,053,488 TECH shares representing 29.33% of the shares and votes in the company.  Zono Holding AS will hold 62,689,859 TECH shares representing 61.18% of the shares and votes in the company.

After completion of the Teki Gruppen Transaction TECH will have an ownership of 78.16% in Teki Solutions. TECH intends to present the remaining shareholders of Teki Solution with an offer to acquire their ownership stake and related shareholder loans at terms equal to those in the Teki Gruppen Transaction. Given full acceptance of such offers, which would be fully settled in shares and make TECH the sole owner of Teki Solutions, TECH will issue approximately a further 7.3 million shares.

The acquisition of Teki Solutions supports TECH’s strategy to build on its knowledge and background in mobile technology to establish TECH as a driver of consolidation within the mobility and communications sector. The mobility and communications market is undergoing disruptive shifts, where work is increasingly mobile and the value proposition is changing from telecoms’ infrastructure towards a fragmented ecosystem of software and digital solutions.

In connection with completion of the Teki Gruppen Transaction, TECH will establish a new management team to execute and further develop the new group’s revised strategy and growth ambitions. In advance of the EGM, the nomination committee will also suggest a further expansion the board of directors.

For further information, please contact:

Fredrik Johansson
COO and acting CEO/CFO of Techstep ASA
Mobile: +46 70 352 91 90