Zalaris ASA launches Initial Public Offering

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Zalaris ASA launches Initial Public Offering

Oslo, 5 June 2014: Zalaris ASA ("Zalaris" or "the Company") launches an initial public offering (the "Offering") of its shares following its recent application for admission for trading and listing on the Oslo Stock Exchange, alternatively Oslo Axess (the "Listing", and together with the Offering, the "IPO").

In the Offering, Zalaris will offer new shares with gross proceeds of up to NOK 50 million, and existing shareholders will offer minimum 4,732,306 and maximum 6,318,506 secondary shares. 

In connection with the Offering, the Company will grant the joint bookrunners (ABG Sundal Collier Norge ASA and Nordea Markets) a right to over-allot a number of shares equalling up to 15% of the number of shares allocated in the Offering, and certain of the existing shareholders will grant the joint bookrunners a right to borrow a corresponding number of shares in order to permit delivery in respect of over-allotments made, if any. In order to cover any short positions from such over-allotments made (and not otherwise covered), such shareholders will further grant the joint bookrunners a right to buy, at the offer price, a number of shares equalling the number of over-allotted shares.

The current largest shareholder of Zalaris is Nordic Capital Partners IV AS ("NCP IV"), holding 50.5% of the shares. NCP IV aims to sell up to 50% of its shareholding (including over-alloted shares) in the Company in the Offering. Further, subject to completion of the Offering, it is expected that its remaining shares in the Company will be distributed to its shareholders. NCP IV will accordingly not be a shareholder in Zalaris following the IPO. In addition, a number of shareholders in the Company, which in aggregate represent the majority of the share capital, aim to sell up to 50% (including over-alloted shares) of their shares in the Offering.The indicative price range has been set at NOK 20 to NOK 26 per offer share, implying a market capitalization of Zalaris prior to the Offering (based on the 16,950,350 shares in issue) of between NOK 339 million and NOK 441 million. Based on the midpoint of the indicative price range, the total value of the Offering, including the over-allotment facility, is expected to amount to approx. NOK 206 million. The final offer price per offer share may, however, be set within, above or below the indicative price range.

The net proceeds from the sale of the new shares will primarily be used to strengthen the Company's balance sheet.

The selling shareholders will enter into lock-up agreements with the joint bookrunners pursuant to which they will agree not to offer, sell, contract, pledge or otherwise dispose of shares in the Company for a period of 180 calendar days, or with respect to selling shareholders who are members of, or controlled by members of, the board of directors or the management, 360 calendar days, following the first day of trading of the shares on the Oslo Stock Exchange, alternatively Oslo Axess, without the prior written consent of the joint bookrunners.

The Company is in the process of preparing a prospectus in connection with the IPO (the "Prospectus") which is expected to be published on or about 6 June 2014, subject to approval by the Financial Supervisory Authority of Norway. The Prospectus will set out the terms and conditions for the Offering which will comprise:

(a) a private placement to (i) to institutional and professional investors in Norway, (ii) to investors outside Norway and the United States subject to applicable exemptions from local prospectus or other filing requirements, and (iii) in the United States, to "qualified institutional buyers" ("QIBs") as defined in, and in reliance on, Rule 144A under the US Securities Act, subject to a lower limit per application of NOK 1,000,000 (the "Institutional Offering"), and 

(b) a retail offering to the public in Norway subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 999,999, where each investor will receive a discount of NOK 1,500 on the aggregate amount payable for shares allocated to such investor (the "Retail Offering").

The bookbuilding period for the Institutional Offering is expected to take place from 9:00 a.m. CET on 9 June to 4:30 p.m. CET on 18 June 2014 and the application period for the Retail Offering will commence at 9:00 a.m. CET on 9 June 2014 and expire at 12:00 noon CET on 18 June 2014, subject to shortening or extension. 

The final offer price per offer share, and the final number of offer shares, will be determined by the Company in consultation with the joint bookrunners after completion of the bookbuilding period for the Institutional Offering.

Completion of the Offering is conditional on (i) the Company's listing application being approved by the board of directors of Oslo Børs ASA, (ii) any conditions for such approval being fulfilled by the Company and (iii) the board of directors of the Company and certain of the selling shareholders, at their sole discretion, in consultation with the joint bookrunners, resolving to sell and issue the offer shares and complete the Offering. If any of these conditions are not met, the Offering will be cancelled, all orders for offer shares will be disregarded, any allocations made will be deemed not to have been made and payments made by investors will be returned without interest. 

The pricing of the Offering is expected to be announced on or about 19 June 2014 and trading of the shares on Oslo Stock Exchange, alternatively Oslo Axess, is expected to commence on or around 20 June 2014 under the ticker symbol "ZAL". 

The terms and conditions of the Offering will be presented in the Prospectus which is expected to be published on or about 6 June 2014. The Prospectus is, subject to regulatory restrictions in certain jurisdictions, expected to be available at www.abgsc.no and www.nordeamarkets.com from the commencement of the bookbuilding period in the Offering. Hard copies of the Prospectus, once published, may also be obtained free of charge from the same date by contacting the Company or one of the managers.

ABG Sundal Collier Norge ASA and Nordea Markets are acting as joint lead managers and bookrunners in connection with the listing and the Offering. 

Contact persons:

Hans-Petter Mellerud (CEO)
Phone: +47 928 97 276
Email: hans-petter.mellerud@zalaris.com 

Narve Reiten (Board member)
Phone: +47 924 33 320
Email: nr@reitenco.no

About Zalaris
Zalaris excels in delivering comprehensive cloud-based HR and payroll services. The company is certified as an SAP Business Process Outsourcing (BPO) Partner and is a leading SAP Human Capital Management (HCM) and SuccessFactors consulting partner. Founded in 2000, Zalaris today operates in Denmark, Estonia, Finland, India, Latvia, Lithuania, Norway, Poland and Sweden, including local-language service centers with extensive expertise in HR-related laws and regulations. Learn more at www.zalaris.com.

Important information:
These materials are not an offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. 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 offering of securities will be made by means of a prospectus that may be obtained from the issuer or the joint lead managers and that will contain detailed information about the company and management, as well as financial statements. This document is an announcement and not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

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 the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "esti mate," "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.

The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.