Beerenberg

Share Issue/Capital Change • Sep 28, 2023

Beerenberg AS: Contemplated private placement and intention to list on Euronext Growth Oslo

Beerenberg AS: Contemplated private placement and intention to list on Euronext Growth Oslo

NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL

Bergen, 28 September 2023. Beerenberg AS (“Beerenberg” or the “Company”) has engaged Pareto Securities AS and SpareBank 1 Markets AS as Joint Global Coordinators and Joint Bookrunners (together the “Managers”) to advise on and effect a contemplated private placement of new and existing shares in the Company (the “Private Placement”) and admission to trading of the Company’s shares on Euronext Growth Oslo (the “Admission”).

Beerenberg in brief:

• Market leading insulation, scaffolding and surface treatment (“ISS”) service and insulation product provider on the Norwegian continental shelf (“NCS”) with NOK 7bn backlog of frame agreements

• Headquartered in Bergen, Norway, with operations in Poland, South Korea, Thailand and Singapore and a workforce of 1,885 FTEs

• Future proof offering with growth potential in pole position in a rapidly expanding robotics segment.

• Robust performance through cycle with Q2 revenue of NOK 615m and EBITDA of 10% (adjusted for one-off costs).

Arild Apelthun, the CEO of Beerenberg said: "Our admission to trading on Euronext Growth Oslo marks a significant milestone for Beerenberg and is a crucial step in realizing our ambitions. We are excited to continue delivering operational excellence, maintaining our reputation as the leading provider of ISS services on the NCS, whilst welcoming new investors onboard to support our long-term strategy.”

Geir Magne Aarstad, Chairman of Beerenberg, said: “Beerenberg has demonstrated resilience throughout the market cycle, and following recent growth investments, Beerenberg is now in a prime position to leverage its strong presence within ISS services and continue to generate strong cash flow for our shareholders.”

The Private Placement in brief:

The Private Placement will comprise: (i) an offer of 13,890,000 new shares (the “New Shares”) to raise gross proceeds to the Company of approx. NOK 250 million (the “Primary Offering”), and (ii) a sale of 4,165,000 existing shares in the Company (the “Sale Shares”) (the “Secondary Offering”). In the Secondary Offering, Segulah IV L.P. (the Company’s largest shareholders, owning approx. 83.9% prior to the Private Placement) will sell 3,635,567 Sale Shares (equivalent to approx. NOK 65.4 million), AlpInvest Partners Co-Investments 2011 II CV together with AlpInvest Partners Co-Investments 2012 I CV (the two second largest existing shareholders in the Company, owning in aggregate approx. 11.7% prior to the Private Placement) will sell 102,775 and 406,008 Sale Shares, respectively (equivalent to approx. NOK 1.85 million and NOK 7.3 million, respectively), and Svein Eggen Holding AS, owning in aggregate approx. 0.5% prior to the Private Placement, will sell 20,650 Sale Shares (equivalent to approx. NOK 0.37 million). There will also be over-allotment option of up 1,805,000 additional shares in the Company (the “Additional Shares”, and together with the New Shares and the Sale Shares, the “Offer Shares”), representing approx. 10% of the offering size in the Private Placement, to facilitate stabilization activities in a period of 30 days from the first day of Admission (the “Over-Allotment Option”). A total of 19,860,000 Offer Shares will be offered in the Private Placement.

The price per Offer Share has been set to NOK 18.00 (the “Offer Price”), equivalent to a pre-money equity value of the Company of approx. NOK 192 million based on the 10,680,000 shares currently outstanding in the Company.

The net proceeds to the Company from the Primary Offering will be partly used to repay NOK 200 million of the Company’s debt and the remaining proceeds to fund certain growth initiatives and general corporate purposes.

The Norwegian investment company Camar AS will subscribe for NOK 80 million in the Private Placement. Camar AS will be represented on the board of directors of the Company. Further, certain members of the board and management has pre-committed to subscribe for Offer Shares in the aggregate amount of NOK 3.68 million.

The application period in the Private Placement will commence today, 28 September 2023 at 09:00 CEST and close on 29 September 2023 at 16:30 CEST. The Managers and the Company may, however, at any time resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

Allocation of Offer Shares will be determined by the Company’s board of directors, at its sole discretion and in consultation with the Managers. The Company and Managers have entered into a pre-payment agreement in order to facilitate swift registration of the New Shares with the Norwegian Register of Business Enterprises (“NRBE”) and the Norwegian Central Securities Depository (being Euronext Securities Oslo) and subsequent delivery of Offer Shares. The Offer Shares are expected to be settled with investors on a delivery-versus-payment (DVP) basis on or about 5 October 2023.

Segulah IV L.P., AlpInvest Partners Co-Investments 2012 I CV and AlpInvest Partners Co-Investments 2011 II CV (the “Share Lenders”) are expected to grant SpareBank 1 Markets AS, in its capacity as stabilisation manager (on behalf of the Managers) (the “Stabilisation Manager”), an option to borrow a number of existing shares equal to the number of Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement (the “Over-Allotment Option”). Furthermore, the Share Lenders are expected to grant the Stabilisation Manager an option (the “Greenshoe Option”) to acquire, at the Offer Price, a number of existing shares in the Company equal to the number of Additional Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through such share repurchases made by the Stabilisation Manager as part of any stabilisation activities conducted during the 30-day period from the first day of Admission. The Share Lenders will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, the Greenshoe Option is exercised. Net profits from stabilization activities, if any, will be to the benefit of the Share Lenders.

Beerenberg has applied for, and expects, subject to completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be on or about Thursday 5 October 2023.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129), the Norwegian Securities Trading Act and other applicable regulations are available.

The Company, members of the Company’s management and board of directors (except for Espen Selvikvåg Berge who will be elected onto the board of directors in the extraordinary general meeting to be held on 29 September 2023), and the selling shareholders, will enter into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, its ability to issue, sell or dispose of shares, as applicable for a period of six months for the Company, and nine months for the members of the board and management and the selling shareholders, after the commencement of trading in the shares on Euronext Growth Oslo without the prior written consent of the Managers.

Completion of the Private Placement by settlement of the Offer Shares towards investors is subject to: (i) all necessary corporate resolutions being validly made by the Company (as further described in the offering materials for the Private Placement), (ii) registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises, (iii) the issuance of the New Shares in the Norwegian Central Securities Depository (VPS), (iv) the Oslo Stock Exchange resolving to approve the listing on Euronext Growth Oslo, and (v) the placing-agreement agreement between the Company, selling shareholders and the Managers remaining unmodified and in full force and effect.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners. Advokatfirmaet Wikborg Rein AS is acting as legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

For further information, please contact:

Arild Apelthun

CEO, Beerenberg

Arild.apelthun@beerenberg.com

Harald Haldorsen

CFO, Beerenberg

Harald.haldorsen@beerenberg.com

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. 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 sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement 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"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful 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", "expect", "anticipate", "strategy", "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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.