Crayon Group Holding — Share Issue/Capital Change 2017

Oct 25, 2017

Crayon Group Holding ASA - Announcement of terms for the initial public offering

Crayon Group Holding ASA - Announcement of terms for the initial public offering

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OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG

SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF

CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN

WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER

RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE

AT THE END OF THE PRESS RELEASE.

Oslo, 25 October 2017. Reference is made to the announcement

on 11 October 2017 regarding the intention to list the shares

of Crayon Group Holding ASA ("Crayon" or the "Company", OSE

ticker code "CRAYON") on the Oslo Stock Exchange and the

contemplated initial public offering (the "Offering"). Crayon

has resolved to launch the Offering and will apply for a

listing of its shares on the Oslo Stock Exchange, or

alternatively Oslo Axess ("Oslo Børs"). Subject to approval

of the listing application and successful completion of the

Offering, the shares of Crayon are expected to be admitted to

listing and commence trading on Oslo Børs on or around 8

November 2017.

The offering

The Offer Shares (as defined below) are expected to be sold

at a price between NOK 15.50 and NOK 19.00 per Offer Share,

corresponding to an equity value (including issuance of the

New Shares (as defined below)) of between approximately NOK

1,157 million and NOK 1,341 million. The final price per

Offer share may, however, be set above or below the

indicative price range.

The Company intends to raise gross proceeds of approximately

NOK 340 million by issuing new common shares (the "New

Shares") in the Offering. The net proceeds from the New

Shares will reduce the Company's leverage and provide the

Company with additional flexibility to support the Company's

growth strategy. The Company expects to apply approximately

NOK 150 million of the net proceeds to repay parts of its

outstanding FRN Senior Secured Bonds 2017/2020 (ticker

CRAYON02) by using the equity claw-back mechanism.

Further, up to 20,800,000 existing shares (the "Sale Shares"

and together with the New Shares the "Offer Shares") will be

offered by Norvestor Holding 1 AS ("Norvestor") and minority

shareholders in the Company (the "Selling Shareholders"). In

addition, Norvestor and certain minority shareholders will

grant DNB Markets, on behalf of the Managers (as defined

below), an over-allotment option to purchase a number of

additional common shares (the "Additional Shares") equaling

up to approximately 15% of the final aggregate number of

Offer Shares allocated in the Offering.

The Company will receive the proceeds from the sale of New

Shares in the Offering. The Selling Shareholders will receive

the proceeds from the sale of the Sale Shares, and Norvestor

and the minority shareholders who will grant the Managers the

over-allotment option will receive the proceeds from the sale

of the Additional Shares in the Offering.

After completion of the Offering, it is expected that the

free float of Crayon will be between 55% and 57% of the share

capital if the over-allotment option is not utilized, and

between 63% and 66% of the share capital if the over-

allotment option is utilized in full.

The Selling Shareholders will enter into customary lock-up

undertakings with the Managers for the six month period

following the first day of trading. The Company will be

subject to a lock-up period of 12 months from the first day

of trading, while members of the Company's board of directors

and management team, as well as certain other executives,

will be subject to a 12 month lock-up period from the first

day of trading. These lock-up agreements will be subject to

certain exceptions and may only be waived with the consent of

the Managers.

Offering details

The Offering comprise of:

- An institutional offering, in which Offer Shares are being

offered to (a) institutional and professional investors in

Norway, (b) investors outside Norway and the United States,

subject to applicable exemptions from the prospectus and

registration requirements, and (c) investors in the United

States who are QIBs in transactions exempt from registration

requirements under the U.S. Securities Act. The Institutional

Offering is subject to a lower limit per application of NOK

2,000,000.

- A Retail Offering, in which Offer Shares are being offered

to the public in Norway subject to a lower limit per

application of an amount of NOK 10,500 and an upper limit per

application of NOK 1,999,999 for each investor. Investors who

intend to place an order in excess of NOK 1,999,999 must do

so in the Institutional Offering. Multiple applications by

one applicant in the Retail Offering will be treated as one

application with respect to the maximum application limit.

Prospectus

The further details of the IPO and the terms thereof will be

set out in the prospectus prepared by the Company in

connection with the IPO (the "Prospectus"). The Prospectus is

expected to be approved by the Financial Supervisory

Authority of Norway today, 25 October 2017. The Prospectus

and the application form for the retail offering will,

subject to regulatory restrictions in certain jurisdictions,

be available at www.crayon.com, www.carnegie.no,

www.dnb.no/emisjoner, www.danskebank.no and www.sb1markets.no

from the start of the bookbuilding period and the application

period. Hard copies of the Prospectus may be obtained free of

charge at the offices of Crayon at Sandakerveien 114 A,

N-0484 Oslo, Norway, or by contacting one of the Managers

(defined below).

Timeline and offer period

Subject to approval of the Prospectus, the bookbuilding

period for the institutional offering will commence on 26

October 2017 at 09:00 hours (CET) and run until 14:00 hours

(CET) on 6 November 2017. The application period for the

retail offering will commence on 26 October 2017 at 09:00

hours (CET) and run until 12:00 hours (CET) on 6 November

2017. The bookbuilding period and the application period may

be shortened or extended at any time. The bookbuilding period

and the application period may in no event expire prior to

16:30 hours (CET) on 3 November 2017 or extended beyond 14:00

hours (CET) on 30 November 2017. In the event of a shortening

or an extension of the bookbuilding period and the

application period, the allocation date, the payment due date

and/or the date of delivery of Offer Shares may be changed

accordingly, but the date of the Listing and commencement of

trading on the Oslo Stock Exchange will not necessarily be

changed.

The final number of Offer Shares and the final price per

Offer Share will be determined by the Company and Norvestor

in consultation with the Joint Bookrunners after completion

of the bookbuilding period for the institutional offering.

Conditions for the Offering

Completion of the Offering is conditional upon the board of

directors of the Oslo Stock Exchange, in a meeting to be held

on or about 1 November 2017, approving the application for

listing of the shares in the Company and the satisfaction of

the conditions for admission to trading set by the Oslo Stock

Exchange, which are expected to be that (a) Crayon will have

in excess of 500 shareholders, each holding shares with a

value more than NOK 10,000 and (b) there will be a minimum

free float of the shares of 25%.

Further, completion of the Offering is conditional upon (i)

the board of directors of the Company resolving to proceed

with the Offering, (ii) the general meeting having resolved

to issue the New Shares in the Offering, (iii) the Company

and Norvestor, in consultation with the Joint Bookrunners,

having approved the final offer price and the allocation of

the Offer Shares to eligible investors following the

bookbuilding process, and (iv) the Managers, the Company and

the Selling Shareholders having entered into a placing

agreement regarding the placement of the Offer Shares. There

can be no assurance that these conditions will be satisfied.

If the conditions are not satisfied, the Offering may be

revoked or suspended.

Advisors

Carnegie AS and DNB Markets, a part of DNB Bank ASA, are

acting as Joint Global Coordinators and Joint Bookrunners in

the IPO; Danske Bank A/S, Norwegian branch is acting as Joint

Bookrunner and Sparebank 1 Markets AS is acting as Joint Lead

Manager (together referred to as the "Managers").

Advokatfirmaet Thommessen AS is acting as legal advisor to

Crayon while BA-HR DA is acting as legal advisor to the

Managers.

For further queries, please contact:

Torgrim Takle, Chief Executive Officer

Crayon Group Holding ASA

Tel.: +47 95 14 07 82

Email: torgrim@crayon.com

About Crayon

Crayon Group Holding ASA is a leading IT advisory firm in

software and digital transformation services. With unique IP

tools and skilled employees, Crayon help optimize its

clients' ROI from complex software technology investments.

Crayon have long experience within volume software licensing

optimization, digital engineering, predictive analytics and

assists the clients through all phases of the process of a

digital transformation. Headquartered in Oslo, Norway, the

company has approximately 1,100 employees in 43 offices

worldwide.

IMPORTANT INFORMATION

United States

These materials may not be published, distributed or

transmitted in the United States, Canada, Australia, the Hong

Kong Special Administrative Region of the People's Republic

of China, South Africa or Japan. These materials do not

constitute an offer of securities for sale or a solicitation

of an offer to purchase securities (the "Shares") of Crayon

Group Holding ASA (the "Company") in the United States,

Norway or any other jurisdiction. The Shares of the Company

may not be offered or sold in the United States absent

registration or an exemption from registration under the U.S.

Securities Act of 1933, as amended (the "Securities Act").

The Shares of the Company have not been, and will not be,

registered under the Securities Act. Any sale in the United

States of the securities mentioned in this communication will

be made solely to "qualified institutional buyers" as defined

in Rule 144A under the Securities Act.

European Economic Area

Any offering of securities will be made by means of a

prospectus to be published that may be obtained from the

issuer or selling security holder, once published, and that

will contain detailed information about the Company and its

management, as well as financial statements.

These materials are an advertisement and not a prospectus for

the purposes of Directive 2003/71/EC, as amended (together

with any applicable implementing measures in any Member

State, the "Prospectus Directive"). Investors should not

subscribe for any securities referred to in these materials

except on the basis of information contained in the

prospectus.

In any EEA Member State other than Norway (from the time the

prospectus has been approved by the Financial Supervisory

Authority of Norway, in its capacity as the competent

authority in Norway, and published in accordance with the

Prospectus Directive as implemented in 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 Article

2(1)(e) of the Prospectus Directive ("Qualified Investors"),

i.e., only to investors to whom an offer of securities may be

made without the requirement for the Company to publish a

prospectus pursuant to Article 3 of the Prospectus Directive

in such EEA Member State.

United Kingdom

In the United Kingdom, these materials are only being

distributed to and are only directed at Qualified Investors

who (i) are 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) are

persons falling within Article 49(2)(a) to (d) of the Order

(high net worth companies, unincorporated associations, etc.)

(all such persons together being referred to as "Relevant

Persons"). These materials are directed only at Relevant

Persons and must not be acted on or relied on by persons who

are not Relevant Persons. Any investment or investment

activity to which this document relates is available only to

Relevant Persons and will be engaged in only with Relevant

Persons.