NRC Group — Capital/Financing Update 2020

Feb 12, 2020

NRC Group ASA: Contemplated private placement

NRC Group ASA: Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcements by NRC Group ASA ("NRC" or

the "Company") earlier today in relation to the release of the Company's fourth

quarter 2019 results and the publication of the Capital Markets Day presentation

to be presented tomorrow.

The Company has engaged Arctic Securities AS, DNB Markets, a part of DNB Bank

ASA and Nordea Bank Abp as joint bookrunners (together the "Managers") to advise

on and effect a contemplated private placement of shares with gross proceeds of

up to NOK 700 million by issuing new ordinary shares in the Company (the

"Private Placement"), each with a nominal value of NOK 1.00 (the "New Shares").

The Private Placement consists of two separate tranches; one tranche with up to

10,675,719 New Shares in the Company ("Tranche 1") and a second tranche with up

to the number of New Shares that corresponds to a total transaction size (both

tranches) of up to NOK 700 million ("Tranche 2").

The Company's capital structure has been evaluated in light of a number of

important factors, including; (i) required financial flexibility to execute on

the new strategic plan, including the ability to consider bolt-on M&A

opportunities; (ii) existing debt financing arrangements; (iii) financial

flexibility with regard to working capital needs; and (iv) the long term

ambition to have an NIBD/EBITDA-ratio below 2.5x. The net proceeds from the

Private Placement will enhance the financial strength and flexibility of the

Company, and will also be used for general corporate purposes.

The following primary insiders have committed to subscribe in the Private

Placement:

· VR-Yhtymä Oy, the Company's largest shareholder, currently owning

approximately 18.28% of the current share capital, has pre-subscribed for its

pro rata share of the Private Placement.

· Datum AS, represented on the board of directors and currently owning

approximately 2.41% of the share capital, has committed to subscribe in the

Private Placement pro rata to its current shareholding in the Company.

· Henning Olsen, CEO in the Company, has committed to subscribe for NOK

500,000 in the Private Placement.

In addition, the Private Placement has obtained significant support from the

existing shareholder base at a price of NOK 37.00 per share.

The Private Placement will be directed towards existing shareholders and other

Norwegian and international investors in each case subject to an exemption from

offer prospectus requirements and any other filing or registration requirements

in the applicable jurisdictions and subject to other selling restrictions

(except for the listing prospectus requirements set out below).

The subscription price in the Private Placement (the "Subscription Price") will

be determined through an accelerated book-building process to be conducted by

the Managers. The application period for the Private Placement will commence

today, 12 February 2020 at 16:30 hours CET and is expected to close on 13

February 2020 at 08:00 hours CET. The Company, together with the Managers,

reserves the right to at any time and in its sole discretion resolve to close or

to extend the application period or to cancel the Private Placement in its

entirety. The minimum application and allocation amount in the Private Placement

has been set to the NOK equivalent of EUR 100,000. The Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to the Norwegian Securities

Trading Act and ancillary regulations are available.

Allocation of the New Shares will be determined at the end of the book-building

process. The final allocation will be made at the Company's Board of Directors'

(the "Board") sole discretion, where the Board will focus on criteria such as

(but not limited to), timeliness of the application, price leadership, relative

order size, sector knowledge, perceived investor quality, investment horizon and

existing shareholding in the Company.

The completion of Tranche 1 is subject to approval by the Board pursuant to an

authorisation given by the Company's annual general meeting held on 8 May 2019.

The completion of Tranche 2 is subject to the approval by an extraordinary

general meeting in the Company (the "EGM") to be called for shortly after the

conditional allocation in the Private Placement. Existing shareholders being

allocated shares in the Private Placement undertake to vote in favour of Tranche

2. Further to this, the completion of the Private Placement is conditional upon

the New Shares having been fully paid and legally issued (together with the

conditions for Tranche 1 and Tranche 2 referred to as the "Conditions").

Settlement for Tranche 1 is expected to take place on or about 17 February 2020

(DVP, t+2) while settlement in Tranche 2 is expected to occur shortly after the

EGM. The share capital increase pertaining to Tranche 1 of the Private Placement

is expected to be registered by the Norwegian Register of Business Enterprises

on or about 14 February 2020. The Managers will pre-pay the total subscription

amount in Tranche 1 in order to facilitate delivery-vs-payment settlement,

however, the allocated shares in Tranche 1 will not be delivered to, and

tradable by, the relevant applicant before such registration has taken place.

Tranche 2 will be settled by new shares issued following and conditional upon

approval by an EGM in the Company to be held on or about 6 March 2020 (the

"EGM"). The new shares delivered in Tranche 2 will be issued on a separate ISIN

and will not be tradable on Oslo Børs until a listing prospectus has been

approved by the Financial Supervisory Authority of Norway and published,

expected in mid-March 2020.

Subject to successful completion of the Private Placement, the Board will

consider to carry out a subsequent offering of new shares in the Company

directed towards shareholders in the Company as of 12 February 2020 (as

registered in the VPS 14 February 2020) who were not allocated shares in the

Private Placement and who are not resident in a jurisdiction where such offering

would be unlawful or, for jurisdictions other than Norway, would require any

prospectus, filing, registration or similar action. Such shareholders will be

granted non-transferable preferential rights to subscribe for, and, upon

subscription, be allocated new shares. The subscription price in such subsequent

offering will be the same as the subscription price in the Private Placement.

Existing shareholders being allocated shares in the Private Placement undertake

to vote in favour of the approval of issuance of shares in the subsequent

offering at the EGM.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014 and is of the opinion that the waiver of the preferential rights

inherent in a private placement is considered necessary in the interest of time

and successful completion. Taking into consideration the time, costs and

expected terms of alternative methods of the securing the desired funding, as

well as the subsequent offering considered, the Board of Directors has concluded

that the conclusion of the Private Placement on acceptable terms at this time is

in the common interest of the shareholders of the Company.

For further information, please contact:

Dag Fladby, Chief Financial Officer, NRC Group ASA on tel: +47 90 89 19 35.

About NRC Group

NRC Group is the largest rail infrastructure entrepreneur in the Nordic region.

NRC Group has experienced significant growth since its inception in 2011 and has

regional offices throughout Norway, Sweden and Finland. The company is

headquartered at Lysaker, nearby Oslo, in Norway. NRC Group is listed on the

Oslo Stock Exchange under ticker "NRC". The company's chief executive officer is

Henning Olsen.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

www.nrcgroup.com

Important Notices

This document is not an offer to sell or a solicitation of offers to purchase or

subscribe for shares. Copies of this document may not be sent to jurisdictions,

or distributed in or sent from jurisdictions, in which this is barred or

prohibited by law. The information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, in any jurisdiction in

which such offer or solicitation would be unlawful absent registration, or an

exemption from registration or qualification under the securities laws of any

jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

This document is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

The Managers are acting for the Company in connection with the Private Placement

and no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement or any transaction or arrangement

referred to in this press release.

This announcement and any materials distributed in connection with this

announcement may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they reflect

NRC's current expectations and assumptions as to future events and circumstances

that may not prove accurate. A number of material factors could cause actual

results and developments to differ materially from those expressed or implied by

these forward-looking statements.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act.