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ABG Sundal Collier

Quarterly Report Jul 8, 2022

3518_rns_2022-07-08_da01e65e-b035-4f3c-8ef6-85df30e6d957.pdf

Quarterly Report

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2022 Q2 INTERIM REPORT

CEO comments | Solid performance in a turbulent market

We delivered revenues of NOK 893m for the first six months, representing the second-highest level in the last 15 years, despite challenging market conditions with geopolitical uncertainty and macroeconomic challenges.

ABGSC has established itself as a resilient full-service Nordic investment bank with a diverse revenue base. In a complicated market environment, we have proven our ability to adapt to rapidly changing client needs. I am pleased to see our ability to adapt and execute business in such a challenging environment.

We operate with a long-term perspective and seek to gradually improve our position in all relevant market segments. Our broad industry competence enables us to shift focus to the sectors most relevant for our clients and the market at the time. Also, having a market-leading position in all our key product areas makes us a relevant speaking partner for our corporate clients across products and transactions.

I would like to take the opportunity to highlight the strength and contribution from our research and brokerage operations, as these services have contributed significantly to our earnings this year. Our long-term commitment to employ some of the most experienced and talented analysts and brokers in the Nordics continues to pay off.

Although we have been steadily growing our operation and fixed cost base in line with our long-term strategy, we keep tabs on our costs and benefit from having a dynamic remuneration model reflecting the pace and profitability of our business.

Outlook

The current sentiment provides limited visibility, but our ability to win mandates is stronger than ever and the activity in secondary markets is holding up well. Furthermore, our pipeline remains robust and is better adapted to current market conditions, making us cautiously optimistic about H2.

JonasStröm, CEO

Key financial figures | L4Q revenues >NOK 2.2bn and corresponding diluted EPS of NOK 0.29 per share

Macro and market backdrop | High inflation and rising interest rates combined with the war in Ukraine have dampened equities and fuelled volatility

▪ Long-term interest rates continue to rise in both the US and Europe as fear of inflation is high and as central banks make the largest interest rate rise in decades

  • S&P 500 down 16.4% and MSCI Nordic down 11.7% in the quarter
  • The S&P 500 Volatility Index (VIX) has been mainly above 25 throughout the quarter and confirms a higher degree of turmoil in the markets

Capital market and M&A market perspectives | Breaks are on within capital markets, but new opportunities within M&A as valuation has come down

1) Nordic primary DCM volumes (NOKbn)

2)

Nordic M&A transactions (#) Nordic primary ECM volumes (NOKbn 3) )

Source: Refinitiv, Stamdata, Mergermarket

1) Issuers listed on Nordic stock exchanges

2) Corporate high y ield, Nordic issuers

3) Nordic targets, announced transactions with financial advisors

Corporate Financing | Increased market share within DCM and maintained strong market position within ECM

ECM -
SP
NOK 5.0bn Energy
ECM –
PP
NOK 1.8bn Shipping
ECM -
SP
NOK 809m Industrials
ECM -
PP
NOK 300m Seafood
ECM –
SP
SEK 1.0bn Renewables
ECM -
IPO
SEK 520m TMT
ECM -
SP
SEK 500m Industrials
DCM –
HY
NOK 950m Energy
DCM –
DL
EUR 80m Energy
DCM –
HY
USD 75m Energy
DCM –
HY
USD 300m Financials
DCM –
HY
SEK 440m Financials

M&A and Advisory | Significant participation in public deals

Sale of Kappa Bioscience to
Balchem
Corporation
NOK 3.2bn Health care
Acquisition of Danica
PensjonsforsikringAS
NOK 2.0bn Financials
EG Norge AS' offer to
acquire all shares in Ørn
NOK 600m TMT
Divestment of Visma
Custom Solutions to CVC
Undisclosed TMT
Sale of fibre
infrastructure to
GlobalConnect
Undisclosed TMT

Ongoing and not completed as of 30 June 2022:

  • Combination between Frontline and Euronav (USD 4.5bn)
  • Thoma Bravo's voluntary offer to acquire all shares in Mercell (NOK 3.2bn)
  • TGS's voluntary exchange offer to acquire all shares in Magseis (NOK 2.3bn)

Brokerage and Research | Respectable performance with YTD revenues in line with last year

  • Q2 was marked by falling asset prices and high volatility, translating into lower risk appetite among investors
  • Significant interest for Nordic equities among international investors
  • Secondary trading commissions and research revenues in line with last year can be considered respectable given the market conditions
  • ABGSC has continued to make selective senior hires to further strengthen our team

Operating costs | Dynamic cost model dampens leverage, but underlying costs increase as function of long-term growth strategy and cost inflation

  • Lowered compensation costs reflecting our revenue- and profitability-driven compensation model.
  • Headcount has increased by approx. 7%, reflecting our strategic decision to further expand the investment banking operation.
  • Non-compensation up due to a combination of a increased headcount, normalizing travel and interaction activity, general cost inflation, and higher infrastructure costs.

Closing remarks

  • Solid performance in a market with high volatility and limited capital markets activity
  • We will continue to improve our relative position irrespective of market conditions
  • Long-term commitment to brokerage and research paying off
  • Broad industry competence and product capabilities ability to adapt to changing needs of a broadened client base
  • Limited visibility, but cautiously optimistic about H2

Financial statements and supplementary information

Consolidated income and cash flow statements

Condensed consolidated income statement (unaudited) Other comprehensive income
NOKm Q2 2022 Q2 2021 YTD 2022 YTD 2021 2021 NOKm
Corporate Financing 137.0 534.5 332.7 1,026.1 1,712.8 Net profit
M&A and Advisory 122.2 137.1 265.0 227.5 594.7 Items that may be reclassified to profit or loss
Brokerage and Research 147.0 137.7 295.5 293.6 603.5 Exchange differences on translating foreign operations
Total revenues 406.3 809.2 893.2 1,547.3 2,911.0 Hedging of investment in foreign subsidiaries
Personnel costs -214.5 -424.2 -480.2 -819.6 -1,563.3 Income tax relating to items that may be reclassified
Other operating costs -65.3 -60.4 -134.5 -114.6 -248.9 Total other comprehensive income
Depreciation -21.0 -14.3 -41.2 -28.7 -63.0 Total comprehensive income for the period
Total operating costs -300.7 -498.9 -655.8 -962.9 -1,875.2
Operating profit 105.5 310.4 237.4 584.3 1,035.8 Comprehensive income to non-controlling interests
Net interest -4.4 -1.5 -13.1 -4.8 -6.0 Comprehensive income to owners of the parent
Associates -1.6 -0.6 -3.7 -2.6 -3.9
Other -0.5 -0.4 -0.3 0.7 -0.8
Net financial result -6.4 -2.5 -17.1 -6.7 -10.7
Profit before tax 99.1 307.9 220.3 577.7 1,025.1
Taxes -23.4 -73.9 -53.8 -137.0 -248.0
Net profit 75.7 233.9 166.5 440.7 777.1
Condensed cash flow statement
Profit / loss to non-controlling interests 5.0 9.2 5.0 7.7 17.2
Profit / loss to owners of the parent 70.7 224.7 161.5 432.9 759.9 NOKm
NOKm Q2 2022 Q2 2021 YTD 2022 YTD 2021 2021
Net profit 75.7 233.9 166.5 440.7 777.1
Items that may be reclassified to profit or loss
Exchange differences on translating foreign operations 38.0 14.7 26.2 -1.2 -15.9
Hedging of investment in foreign subsidiaries -37.2 -12.2 -28.4 0.5 19.0
Income tax relating to items that may be reclassified 9.3 3.0 7.1 -0.1 -4.7
Total other comprehensive income 10.1 5.6 4.9 -0.8 -1.6
Total comprehensive income for the period 85.8 239.5 171.4 439.9 775.5
Comprehensive income to non-controlling interests 5.0 9.2 5.0 7.7 17.2
Comprehensive income to owners of the parent 80.8 230.3 166.4 432.1 758.2
Condensed cash flow statement
NOKm Q2 2022 Q2 2021 YTD 2022 YTD 2021 2021
Cash and cash equivalents - opening balance 1,745.0 939.5 1,388.5 1,251.3 1,251.3
Net cash flow from operating activities 99.5 761.8 289.2 469.6 746.2
Net cash flow from investing activities -7.5 -6.6 -9.1 -4.2 -39.5
Net cash flow from financing activities -624.1 -499.6 -455.6 -521.6 -569.5
Net change in cash and cash equivalents -532.1 255.6 -175.5 -56.2 137.2
Cash and cash equivalents - closing balance 1,212.9 1,195.1 1,212.9 1,195.1 1,388.5

Consolidated balance sheet

Consolidated balance sheet (unaudited)

NOKm 30/06/2022 30/06/2021 31/12/2021
Intangible assets 178.0 160.5 179.5
Financial non-current assets 74.8 72.9 79.1
Tangible assets 518.4 260.1 553.9
Total non-current assets 771.2 493.6 812.5
Receivables 4,775.3 6,278.5 1,392.3
Investments 98.4 52.2 541.2
Cash and bank deposits 1,212.9 1,195.1 1,388.5
Total current assets 6,086.7 7,525.8 3,322.0
Total assets 6,857.9 8,019.4 4,134.4
Paid-in capital 133.6 114.5 114.8
Retained earnings 778.9 798.1 1,099.1
Equity attributable to owners of the parent 912.4 912.6 1,213.9
Non controlling interests 0.9 10.3 19.8
Total equity 913.3 922.9 1,233.6
Long-term liabilities 478.3 237.9 496.6
Short-term interest bearing liabilities 69.5 0.0 0.0
Short-term liabilities 5,396.7 6,858.7 2,404.2
Total liabilities 5,944.6 7,096.5 2,900.8
Total equity and liabilities 6,857.9 8,019.4 4,134.4

Condensed statement of changes in equity

NOKm Q2 2022 Q2 2021 YTD 2022 YTD 2021 2021
Equity attributable to owners of the parent - opening balance 1,283.8 1,084.2 1,213.9 893.9 893.9
Comprehensive income to owners of the parent 80.8 230.3 166.4 432.1 758.2
Payment to shareholders -470.7 -471.5 -470.7 -471.5 -473.3
New issuing of shares 16.3 0.0 16.3 0.0 0.0
Change in own shares 2.3 69.6 -13.4 58.0 35.0
Equity attributable to owners of the parent - closing balance 912.4 912.6 912.4 912.6 1,213.9
Equity attributable to non-controlling interests - opening balance 88.4 19.8 89.9 89.9
Comprehensive income to non-controlling interests 5.0 9.2 5.0 7.7 17.2
Payment to shareholders -23.9 -87.4 -23.9 -87.4 -87.4
Business combinations 0.0 0.0 0.0 0.0 0.0
Equity attributable to non-controlling interests - closing balance 0.9 10.3 0.9 10.3 19.8
Total equity - closing balance 922.9 913.3 922.9 1,233.6

Notes to the financial statements

1) Accounting principles

The quarterly report is prepared in accordance with IAS 34 Interim Financial Reporting and International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) and all interpretations from the Financial Reporting Interpretations Committee (IFRIC), which have been endorsed by the European Commission for adoption within the EU. The quarterly report is prepared using the same principles as those used for the 2021 annual report. The quarterly report is unaudited.

2) Judgments, estimates and assumptions

The preparation of condensed consolidated interim financial statements in accordance with IFRS and the application of the chosen accounting policies require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on a continuous basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. When preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimate uncertainty were the same as t hose that applied to the consolidated financial statements as of the period ending 31 December 2021.

3) Risk and uncertainty

As described in ABGSC's annual report, ABGSC's total risk exposure is analysed and evaluated at the group level. Risk evaluat ions are integrated in all business activities both at the group and business unit levels, increasing ABGSC's ability to take advantage of business opportunities. There has not been any significant change in the risk exposure or the risks and uncertainties described in the annual report.

4) Related parties

There have not been any changes or transactions with any related parties that significantly impact the Group's financial position or results for the period.

5) Segment information

The group segments its business primarily on a product level as this provides the best understanding of the Group's integrated operation. The Group does not allocate profits or split the balance sheet per product. Revenues are also split at an overall geographical level. Segment information is presented on other pages of this report, including on the historical quarterly summary pages.

Cost ratios

Shareholder matters | Share count and shareholder structure

Q2 Q3 Q4 Q1 Q2
2021 2021 2021 2022 2022
470 470 470 470 483
747 747 747 747 343
, , , , ,
18 18 19 11 7
288 063 371 738 069
, , , , ,
102 102 101 101 81
791 436 511 004 306
, , , , ,
555 555 552 560 557
249 119 887 013 580
, , , , ,
470 470 470 470 474
747 747 747 747 900
, , , , ,
21 18 19 16 8
820 267 973 874 405
, , , , ,
103 102 102 101 91
661 751 280 221 908
, , , , ,
552 555 553 555 558
588 231 054 094 402
, , , , ,

Shareholder structure

Shares
Directors
staff
held
by
and
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Shares
held
by
Directors
and
Staff
/
Shares
outstanding
22% 22% 22% 24% 25%
Shares
and
fwd
held
by
Directors
and
Staff
/
Diluted
shares
contracts
37% 37% 37% 38% 37%
Shareholders
by
(shares
outstanding)
country
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Norway 67% 67% 67% 69% 71%
Great
Britain
4% 4% 4% 3% 3%
USA 11% 11% 11% 9% 9%
Sweden 8% 8% 9% 8% 7%
Other 10% 9% 9% 10% 10%

Share transactions

During the quarter, ABGSC purchased 1.8m shares at NOK 7.00 per share in a buy-back offering. ABGSC also purchased 0.6m shares from retired partners at an average price of NOK 6.92 per share. ABGSC sold 7.1m treasury shares and issued 12.6m new shares to partners as settlement of forward contracts previously entered into.

Shareholder information

For more information about the ABGSC share and its largest shareholders, please visit the Investor Relations section on the ABGSC website (www.abgsc.com).

Shareholder matters | ABGSC repurchased 2.4m shares from the market and former partners in Q2

The Board currently has a mandate from the shareholders to acquire a number of ABGSC shares corresponding to approximately 10% of the share capital. The one-year mandate is valid until the end of June 2023.

Expiry
year
(1
000)
Forward
contracts
,
price
Forward
average
2023 9
440
,
2
55
2024 30
322
,
1
22
2025 17
470
,
0
46
2026 12
934
,
6
25
2027 11
140
,
6
90
Total 81
306
,

As part of the partner share incentive programme, several partners in the firm have entered into forward contracts for the future delivery of shares. Under the programme, new and certain existing partners are given the opportunity to acquire restricted partner shares at market price, with a 15% price adjustment reflecting several restrictions with regards to the selling (or purchasing) of these shares.

The forward settlement price is adjusted for changes in interest rates and any cash distribution paid to shareholders. The interest element in the forward contract will also be adjusted in cases where the contract is settled prior to the original expiry date.

Shareholder matters | Distribution to shareholders

▪ The Board is committed to returning excess capital to shareholders through cash and buy-backs of shares over time. Excess capital will be evaluated on a continuous basis, taking into consideration a number of factors, including market conditions, regulatory requirements, counterparty and market perceptions and the nature of our business

Capital and balance sheet summary | Highly liquid asset base and solid capitalisation with satisfactory buffers to regulatory requirement

▪ ABGSC is well capitalised with a core capital ratio of 1.6x the current regulatory minimum requirement and 2.6x the expected future requirement

  • Liquid balance sheet with limited proprietary trading activity and a modest and conservative security financing operation
  • Net working capital shall be close to neutral over time, but may be subject to short-term fluctuations1)
  • Cash & Bank includes collateral cash deposits (stock borrowing, clearing, etc.)

Historical figures | Key financials in last nine quarters

Income statement
NOKm Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Revenues 408 363 893 738 809 561 803 487 406
Operating
costs
-291 -264 -509 -464 -499 -386 -527 -355 -301
Operating
profit
116 99 384 274 310 175 276 132 106
financial
Net
result
-4 -3 -7 -4 -2 -4 0 -11 -6
Profit
before
tax
112 96 377 270 308 171 276 121 99
Taxes -29 -24 -95 -63 -74 -44 -67 -30 -23
Non-controlling
interests
-8 -5 -38 1 -9 -2 -7 0 -5
Net
profit
76 67 243 208 225 126 201 91 71
Balance sheet
NOKm Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Total
non-current assets
546 541 531 493 494 484 812 782 771
Receivables 4,238 4,762 1,623 5,828 6,278 5,245 1,392 2,784 4,775
Investments 78 249 65 37 52 74 541 66 98
Cash
and
bank
deposits
507 752 1,251 940 1,195 1,250 1,388 1,745 1,213
Total
current assets
4,822 5,763 2,939 6,805 7,526 6,569 3,322 4,596 6,087
Total
assets
5,368 6,304 3,470 7,298 8,019 7,053 4,134 5,378 6,858
Equity
attributable
to owners of
the
parent
658 726 894 1,084 913 1,039 1,214 1,284 912
Non-controlling
interests
49 54 90 88 10 12 20 20 1
Total
equity
706 779 984 1,173 923 1,051 1,234 1,304 913
Long-term
liabilities
263 265 256 235 238 234 497 485 478
Short-term
interest
bearing
liabilities
14 223 0 0 0 0 0 198 70
Short-term
liabilities
4,385 5,036 2,230 5,890 6,859 5,767 2,404 3,390 5,397
Total
liabilities
4,662 5,524 2,486 6,125 7,097 6,002 2,901 4,074 5,945
Total
equity
and
liabilities
5,368 6,304 3,470 7,298 8,019 7,053 4,134 5,378 6,858

Historical figures | Segment revenues in last nine quarters

Segment revenues
NOKm Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Corporate
Financing
236 180 579 492 534 260 427 196 137
M&A
and
Advisory
46 82 175 90 137 142 225 143 122
Brokerage
and
Research
126 101 139 156 138 159 151 148 147
Group 408 363 893 738 809 561 803 487 406
NOKm Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Norway 211 168 524 343 375 246 429 238 212
Sweden 132 133 224 287 312 208 285 199 147
Denmark 10 23 37 21 52 55 28 14 18
International 54 39 108 87 70 51 61 36 30
Group 408 363 893 738 809 561 803 487 406

Historical figures | Key figures in last nine quarters

Key figures
NOK Q2
2020
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
(average)
Headcount
278 287 298 301 307 315 323 324 327
(average)
Revenues
head
per
1
46
1
27
2
99
2
45
2
63
1
78
2
48
1
50
1
24
Operating
head
(average)
costs
per
-1
05
-0
92
-1
70
-1
54
-1
62
-1
23
-1
63
-1
10
-0
92
Operating
/
Revenues
cost
72% 73% 57% 63% 62% 69% 66% 73% 74%
/
Total
compensation
Revenues
54% 54% 48% 54% 52% 55% 54% 55% 53%
Operating
margin
%
28% 27% 43% 37% 38% 31% 34% 27% 26%
Return
Equity
(annualised)
on
45% 39% 56% 84% 90% 51% 74% 29% 46%
Shares
(period
end)
outstanding
470
747
,
470
747
,
470
747
,
470
747
,
470
747
,
470
747
,
470
747
,
470
747
,
483
343
,
Treasury
shares
(period
end)
-30
219
,
-29
364
,
-26
940
,
-26
870
,
-18
288
,
-18
063
,
-19
371
,
-11
738
,
-7
069
,
Forward
outstanding
(period
end)
contracts
97
836
,
96
531
,
94
483
,
104
373
,
102
791
,
102
436
,
101
511
,
101
004
,
81
306
,
Diluted
shares
(period
end)
538
365
,
537
915
,
538
290
,
548
249
,
555
249
,
555
119
,
552
887
,
560
013
,
557
580
,
(basic)
Earnings
share
per
0
17
0
15
0
55
0
47
0
50
0
28
0
45
0
20
0
15
Earnings
share
(diluted)
per
0
14
0
13
45
0
0
39
0
41
0
23
0
37
0
17
0
13
Book
value
share
(basic)
per
1
49
1
64
2
01
2
44
2
02
2
30
2
69
2
80
1
92
Book
value
share
(diluted)
per
1
77
1
89
2
17
2
62
2
12
2
35
2
68
2
88
2
01
Total
capital
adequacy
2
958
,
3
294
,
3
386
,
3
892
,
4
323
,
4
043
,
4
843
,
4
994
,
4
860
,
Core
capital
462 386 441 431 503 506 648 625 628
Total
capital
adequacy
ratio
16% 12% 13% 11% 12% 13% 13% 13% 13%
Minimum
requirement
ratio
coverage
2
0x
1
5x
1
6x
1
4x
1
5x
1
6x
1
7x
1
6x
1
6x

Financial calendar

14 October 2022 | Q3 2022 earnings release

8 February 2023 | Q4 2022 earnings release / preliminary full-year figures

Responsibility statement

We confirm to the best of our knowledge that the condensed set of financial statements for the period 1 January to 30 June 2022 has been prepared in accordance with the IAS 34 "Interim Financial Reporting" and gives a true and fair view of the Group's assets, liabilities, financial position and results for the period viewed in their entirety, and that the interim report includes a fair review of any significant events that arose during the six-month period and their effect on the half-yearly financial report and any significant related parties' transactions. The report includes, to the best of our knowledge, a description of the material risks that the Board of Directors at the time of this report deem might have a significant impact on the financial performance of the Group.

Oslo, 7 July 2022

_____ ___ ___
Knut Brundtland (Chairman) Martina Klingvall Adele Norman Pran
(sign) (sign) (sign)
_____ ___ ___
Jan Petter Collier Arild A. Engh Jonas Ström
(CEO)
(sign) (sign) (sign)

Company overview

ABGSC enables businesses and capital to grow and perform

26 1) Source: Mergermarket (M&A). Pending and completed transactions with targets from Norway, Sweden or Denmark

2) Source: Refinitiv (ECM): Companies listed in Norway, Sweden or Denmark

3) Source: Stamdata (DCM). Non-Shipping related high yield issuers located in Norway, Sweden or Denmark and with documentation in Norway, Sweden or Denmark

Our vision is to be the most agile and respected Nordic investment bank

Norway

ABG Sundal Collier ASA Pb. 1444 Vika Ruseløkkveien 26 8th floor NO-0251 Oslo

Tel +47 22 01 60 00 Fax +47 22 01 60 60

Sweden

ABG Sundal Collier AB Box 7269 Regeringsgatan 25 8th floor SE-11153 Stockholm Tel +46 8 566 286 00 Fax +46 8 566 286 01

United Kingdom

ABG Sundal Collier Ltd. St Martin's Court 25 Newgate St 5th floor UK-EC4M 7EJ London Tel +44 207 905 5600

Fax +44 207 905 5601

Denmark ABG Sundal Collier ASA

Copenhagen Branch Forbindelsesvej 12 DK-2100 Copenhagen Ø

Tel +45 3546 3000 Fax +45 3546 3010

Germany

ABG Sundal Collier ASA Frankfurt Branch Schillerstrasse 2 5. Obergeschoss DE-60313 Frankfurt /Main

Tel +49 69 96 86 96 0 Fax +49 69 96 86 96 9

USA

ABG Sundal Collier Inc. 850 Third Avenue Suite 9-C US-10022 New York Tel +1 212 605 3800 Fax +1 212 605 3801

Singapore

ABG Sundal Collier Pte Ltd 10 Collyer Quay Ocean Financial Center #40-07, Singapore 049315

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This material has been prepared by ABG Sundal Collier ASA, or an affiliate thereof ("ABGSC").

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