LINK Mobility Group Holding

Regulatory Filings • Oct 6, 2020

LINK Mobility intends to apply for a listing on the Oslo Stock Exchange

LINK Mobility intends to apply for a listing on the Oslo Stock Exchange

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LINK Mobility intends to apply for a listing on the Oslo Stock Exchange

Oslo, 6 October 2020: LINK Mobility Group Holding ASA (“LINK Mobility” or the “Company”, and together with its consolidated subsidiaries “LINK” or the “Group”) today announces its intention to launch an offering of shares in the Company and to apply for a listing on the Oslo Stock Exchange (the “IPO").

LINK is one of Europe’s leading providers of mobile messaging and Communications Platform as a Service (“CPaaS”) solutions, based on volume of messages, for customer engagement serving enterprise, SME and government customers. LINK offers a wide range of innovative and scalable mobile solutions, creating valuable digital convergence between businesses and customers, platforms and users. As of 30 June 2020, the Group had more than 33,000 customer accounts across Europe and in 2019, LINK exchanged 9.5 billion messages.

LINK was founded in 2001 and its original focus was SMS Application to Person (A2P) messaging services. Over time, the Group has grown and evolved its business model into an omni-channel messaging and mobile technology platform leveraging CPaaS functionality to deliver efficient, automated solutions spanning across functions that are mission critical in customer’s operations. Uses cases include customer service, customer engagement, marketing, notifications and payments amongst others. Since its creation, the Group has expanded its business both organically and through acquisitions, successfully completing 24 M&A transactions since 2014.

The IPO will support LINK’s strategy and growth plans, including acquisitions, investments in go-to-market initiatives and continued expansion of the CPaaS platform. Furthermore, the IPO will allow the Company, as a listed business, to increase its profile and build a new long-term shareholder base. The largest owners in the Group, including Victory Partners VIII Limited and Karbon Invest AS, will continue to remain shareholders after the IPO. The Company´s vision is to enable meaningful, personalized, reliable and valuable conversations between customers and companies.

Guillaume Van Gaver, Group CEO, commented:

“Becoming a stock exchange listed company marks a significant milestone on the way to our ambitious goal of becoming a global leader in the CPaaS industry. In an increasingly digitilized world, we believe we are well positioned to meet the demand for efficient and trustworthy solutions where governments can communicate with citizens, and brands can build valuable and personalized connections and conversations with their customers on mobile. Our entire organization is committed to working hard to continue to meet our customers needs across the globe and deliver deeper and more innovative mobile messaging solutions.”

Jens Rugseth, Co-founder and Chairman of Link Mobility, commented:

“Having been part of LINK Mobility’s journey since the very beginning, I’m proud of the position we’ve achieved over the recent years, as one of Europe´s leading providers of mobile messaging and CPaaS solutions. An Oslo Stock Exchange listing will build upon this strong foundation to support continued growth and expansion, and I’m very excited to see how the company continues to innovate and create valuable solutions that help our customers achieve better relationships with their end-users. Mobile messaging has become an indispensable part of modern communication, and we are one of the companies that have the scalable solutions ready to provide seamless messaging services across platforms, geographies and industries.”

Covid-19 Pandemic

Since the start of the outbreak of the pandemic, LINK has experienced an increase in customer demand for digitalisation products and services, as businesses and governmental entities have been forced to rely on IT infrastructures and systems and have turned to remote working and cloud-based solutions to run their operations. Leveraging LINK’s significant experience and digital solutions portfolio as well as its existing workforce, LINK assisted new and existing customers in their responses to the COVID-19 pandemic, including in connection with digital transformation projects, digital workplace solutions, cloud-based solutions and business continuity solutions.

“Digitalisation is not a new trend, but there is little doubt that the response to the Covid-19 pandemic worldwide has highlighted and accelerated it. The need for secure digital communication is high on the agenda, and we are proud to have been chosen as a partner for a number of public authorities in this period,” says Torbjørn G. Krøvel, CTO at LINK Mobility.

Financial highlights

LINK has experienced substantial revenue growth in the period from 2017 to 2019. The growth has been driven by a combination of organic growth and acquisitions. The Group reported revenue of NOK 2,933 million in FY 2019 and NOK 1,718 million in H1 2020 with Adjusted EBITDA of NOK 308 million in FY 2019 and NOK 183 million in H1 2020.

The Offering in brief

The IPO is expected to comprise an offering of new shares in the Group to raise gross proceeds of approximately NOK 2.5 billion. In addition, the IPO is expected to include a sale of shares by existing shareholders in the Company. The net proceeds from the Offering will be used to repay current debt liabilities, strengthen the Group’s balance sheet and fund future acquisitions in addition to investments in R&D and product development, in line with the Group’s strategy.

Seven cornerstone investors have undertaken to acquire shares for a total amount of NOK 2.3 billion in the IPO, subject to certain conditions and for price per share of up to NOK 47.00, which equates to a pre-money equity value of approximately NOK 10 billion based on the current shares outstanding. These seven cornerstone investors are i) Swedbank Robur Fonder (NOK 600 million committed), ii) DNB Asset Management (NOK 500 million committed), iii) The Government Pension Fund of Norway, Folketrygdfondet (NOK 500 million committed), iv) Delphi Funds, a part of Storebrand Asset Management AS (NOK 250 million committed), v) Luxor Capital Group (NOK 175 million committed), vi) TIN Fonder (NOK 175 million committed) and vii) Didner & Gerge Fonder (NOK 100 million committed).

Subject to receiving the relevant approvals from the Oslo Stock Exchange and the Financial Supervisory Authority of Norway, as well as prevailing equity capital market conditions, the Company is expected to have a first day of trading on the Oslo Stock Exchange in Q4 2020. Further announcements relating to the IPO will be made in due course.

Advisers

ABG Sundal Collier ASA and Jefferies International Limited are acting as Joint Global Coordinators and Joint Bookrunners in the IPO, while Carnegie AS is acting as Joint Bookrunner and SpareBank 1 Markets AS is acting as Co-Lead Manager (jointly the “Managers”).

AGP Advokater AS is acting as Norwegian legal counsel to the Company and Paul Hastings LLP is acting as international legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel and Davis Polk & Wardwell London LLP is acting as international legal counsel to the Managers. TRY Råd is acting as communications adviser.

Please see attachment at www.newsweb.no for the full 'intention to float' release.

For further information, please contact:

Guillaume Van Gaver, CEO

+33 6 32 25 91 25

Email: guillaume.vangaver@linkmobility.com

Email: press@linkmobility.com

Thomas Berge, CFO

+47 41 31 90 28

Email: thomas.berge@linkmobility.com

Email: press@linkmobility.com

Important notice

This announcement is for informational purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, New Zealand, Canada, Japan or the United States, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”) or to any person to whom, or in any jurisdiction in which, such offer or solicitation is unlawful. The securities referred to herein may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, New Zealand, Canada or Japan. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may

not be offered or sold in Australia, New Zealand, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada or Japan.

None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

The Managers and their affiliates are acting exclusively for the Company and the selling shareholders and no-one else in connection with the intended offering. They will not regard any other person as their respective clients in relation to the intended offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it 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”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State (the "EU Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company.

In connection with the contemplated offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated offering or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the offering will proceed and that the listing will occur.