Multiconsult

Regulatory Filings • May 8, 2015

Multiconsult ASA launches Initial Public Offering

Multiconsult ASA launches Initial Public Offering

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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS

STOCK EXCHANGE NOTICE

Multiconsult ASA launches Initial Public Offering

Oslo, 8 May 2015: Multiconsult ASA launches an

initial public offering (the "Offering") of its

shares following its recent application for

admission to trading on Oslo Børs.

Reference is made to the announcement on 27 April

2015 regarding the intention to list the shares of

Multiconsult ASA ("Multiconsult" or "the Company")

on Oslo Børs, and the stock exchange notice by Oslo

Børs dated 6 May 2015 regarding the resolution by

the board of directors of Oslo Børs to admit the

shares of Multiconsult to listing on Oslo Børs,

subject to certain conditions. The board of

directors of Multiconsult has on 7 May 2015 resolved

to launch the Offering.

The shares included in the Offering (the "Offer

Shares") are offered by Stiftelsen Multiconsult

(the "Lead Selling Shareholder"), a financial

foundation organized under the laws of Norway, and

certain other shareholders (collectively,

the "Selling Shareholders"). The Selling

Shareholders intend to offer for sale up to

10,600,000 Offer Shares in aggregate, representing

up to 40.4 per cent of the shares in the Company.

The Lead Selling Shareholder intends to offer for

sale up to 6,490,610 Offer Shares, all of which will

be purchased by the Lead Selling Shareholder from

WSP Europe AB prior to completion of the Offering.

In addition, the Managers have the option to over-

allot up to 1,600,000 additional Offer Shares

equalling up to approximately 15 per cent of the

total number of Offer Shares initially allocated in

the Offering, and may elect to purchase up to an

equivalent number of shares from the Lead Selling

Shareholder to cover any such over-allotments made

(the "Greenshoe Option").

The indicative price range has been set at NOK 75 to

NOK 78 per share, implying a market capitalization

of Multiconsult (based on the 26,249,200 shares

outstanding) of between NOK 1,969 million and NOK

2,048 million. The final offer price per share

(the "Offer Price") may, however, be set above or

below the indicative price range.

If the Offer Price is set at the mid-point of the

indicative price range and 12,200,000 Offer Shares

are sold (including over-allotted shares), the gross

proceeds from the Offering will amount to approx.

NOK 933 million. No new shares are being issued in

the Offering and the Company will not receive any of

the proceeds from the Offer Shares.

The Lead Selling Shareholder has in addition to the

shares to be purchased from WSP Europe AB also

agreed to purchase 1,385,808 shares in the Company

in order to enable it to fulfil its obligations to

make shares available to the Managers for over-

allotments. Assuming that 8,090,610 shares are sold

by the Lead Selling Shareholder in the Offering and

the Greenshoe Option is exercised, the Lead Selling

Shareholder will retain an ownership in the Company

of approx. 20.4 per cent following the Offering. If

the Greenshoe Option is only partly exercised the

Lead Selling Shareholder will retain an ownership of

between 20.4 per cent and 26.5 per cent following

the Offering. The shares of the Lead Selling

Shareholder not sold in the Offering will be subject

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

of listing. Further, the Company has entered into a

lock-up agreement of six months and the members of

the Company's board of directors and management team

have entered into lock-up agreements of twelve

months.

The Company is in the process of preparing a

prospectus in connection with the Offering and the

listing (the "Prospectus") presenting the terms and

conditions for the Offering comprising:

(i) An institutional offering, in which Offer

Shares are being offered (a) to institutional and

professional investors in Norway, (b) to investors

outside Norway and the United States, subject to

applicable exemptions from prospectus and

registration requirements, and (c) in the United

States to qualified institutional buyers (QIBs), as

defined in, and in reliance on Rule 144A of the U.S.

Securities Act. The institutional offering is

subject to a lower limit per application of NOK

2,000,000.

(ii) A retail offering, in which Offer Shares are

being offered to the public in Norway subject to a

lower limit per application 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.

The offer period for the institutional offering

(the "Bookbuilding Period") will commence at 09:00

hours (CET) on 11 May 2015 and close at 14:00 hours

(CET) on 21 May 2015. The application period for the

retail offering (the "Application Period") will

commence at 09:00 hours (CET) on 11 May 2015 and

close at 12:00 hours (CET) on 21 May 2015. The

Bookbuilding Period and the Application Period may,

at the Lead Selling Shareholder's and the Company's

sole discretion, in consultation with the Managers

and for any reason, be shortened or extended beyond

the set times. The final Offer Price, and the final

number of Offer Shares, will be determined by the

Company and the Lead Selling Shareholder in

consultation with the Managers after completion of

the Bookbuilding Period.

The pricing of the Offering is expected to be

announced on or about 22 May 2015 and trading of the

shares of the Company on Oslo Børs, is expected to

commence on or about 22 May 2015 under the ticker

symbol "MULTI".

On 6 May 2015, the board of directors of Oslo Børs

approved the Company's listing application, subject

to the following conditions: (a) the Company having

in excess of 500 shareholders, each holding shares

with a value of more than NOK 10,000, and (b) a

prospectus in connection with the Offering being

published, (c) conversion into a public limited

liability company (ASA), (d) registration with a

Central Securities Depository and (e) publication of

a stock exchange notice where the voting restriction

on 25% is described. Furthermore, completion of the

Offering is conditional upon (i) the Lead Selling

Shareholder and the Company, in consultation with

the Managers, having approved the Offer Price and

the allocation of the Offer Shares to eligible

investors following the bookbuilding process and

(ii) all of the shares purchased by the Lead Selling

Shareholder from WSP Europe AB being allocated in

the Offering. There can be no assurance that these

conditions will be satisfied. If the conditions are

not satisfied, the Offering may be revoked or

suspended.

The terms and conditions of the Offering will be

presented in the Prospectus which is expected to be

published on or about 11 May 2015. The Prospectus

is, subject to regulatory restrictions in certain

jurisdictions, expected to be available at

www.abgsc.no and www.arcticsec.no from the

commencement of the Bookbuilding Period. Hard copies

of the Prospectus 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 Arctic Securities

AS (collectively the "Managers") are acting as Joint

Global Coordinators and Joint Bookrunners in the IPO.

Enquiries

Mitra Hagen Negård - Head of Investor Relations -

investor.relation@multiconsult.no

About Multiconsult

Multiconsult is a leading Norwegian

multidisciplinary engineering consulting firm, with

more than 1,700 employees and 30 offices in Norway

and abroad. Multiconsult's home market is Norway,

representing 92% of 2014 operating revenues. The

Company focuses on six market areas(1); Buildings

and

Properties (33%), Transport and Infrastructure

(31%), Energy (16%), Oil and Gas (12%), Industry

(4%) and Environment and Natural resources (4%). The

Company has an operating history that spans more

than a century, with the inception of Norsk

Vandbygningskontor in 1908. In 2014, Multiconsult

completed more than 8,000 projects for approx. 3,700

different customers.

(1)% figures are share of net operating revenues in

2014

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 the United

States, Australia, Canada, Japan or any other

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.

Any offering of the securities referred to in this

announcement will be made by means of a prospectus.

This announcement is 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 this announcement except on the basis

of information contained in a prospectus.

In any EEA Member State 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.

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

to 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", "in

tends", "estimate", "will", "may", "continue", "shoul

d" 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. 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 the

general economic, political and market conditions in

the Norwegian market, 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 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

document.

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.