NRC Group — M&A Activity 2017

Oct 10, 2017

NRC Group ASA acquires Fibertech AS

NRC Group ASA acquires Fibertech AS

NRC Group ASA ("NRC Group" or the "Company") has on 10 October 2017 agreed to

acquire the infrastructure company Fibertech AS ("Fibertech") for a total

consideration of NOK 61.5 million in a combination of cash and NRC Group shares.

Fibertech carries out cable installation, hauling and floating work. The company

currently has employees with extensive experience from project management within

cable installation and related infrastructure work, and are considered

specialist on fiber infrastructure for railway. Bane Nor is today the largest

client of Fibertech. In addition, the company delivers services and products to

other entrepreneurs, infrastructure companies and teleoperators. The acquisition

of Fibertech will strengthen the operations and services of NRC Group's

Norwegian branch within several disciplines, and the overall capability of the

Group as a turnkey entrepreneur for infrastructure projects. Fibertech will

amplify NRC Group's position for projects such as the 5.000 km new fiberlines

for transmission network along Norwegian railway. A network upgrade required in

connection with the ERMTS rollout.

NRC Group will acquire 100% of the shares in Fibertech. The enterprise value is

NOK 61.5 million on a cash and debt free basis and assuming a normalized working

capital. The enterprise value is based on an estimated EBIT for 2017 of NOK 12

million. The sellers of Fibertech have guaranteed a minimum EBIT in 2017 and

2018 of NOK 12 million.

Assuming no adjustments in the enterprise value, 55% of the purchase price will

be settled by payment of approximately NOK 33.8 million in cash (of which NOK 6

million will be placed in escrow) and the remaining 45% of the purchase price of

approximately NOK 27.7 million will be settled by issuance of 450,000 shares in

the Company at a price of NOK 61.5 per share (the "Consideration Shares"). The

Consideration Shares are subject to a lock-up period, whereby 1/3 of the

Consideration shares are subject to a lock-up undertaking of 24 months, 1/3 for

30 months and the last 1/3 for 36 months after the closing date. The transaction

is expected to be completed during October 2017.

The indirect sellers of Fibertech (owning Fibertech through holding companies)

are the founders of the company and certain indirect sellers are key employees.

The indirect sellers are also members of the current board of directors.

For further information, please contact CEO Øivind Horpestad, telephone: +47 91

00 06 26.

About NRC Group ASA:

NRC Group is a leading contractor within railway infrastructure in Norway and

Sweden. The company is a supplier of all track-related infrastructure services,

including groundworks, specialized track work, safety, electro, telecom- and

signaling systems. The company works within rail, metro, tram segments and close

related infrastructure. NRC Group has experienced significant growth since its

inception in 2011 and has a vision of becoming the leading Nordic entrepreneur

within railway infrastructure.

For more information: www.nrcgroup.com.

About Fibertech AS

Fibertech is an infrastructure company with emphasis on cable installation,

hauling and floating. Fibertech is headquartered in Oslo and had a revenue of

approximately 27.3 million NOK in 2016. For more information: www.fibertech.no

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

-12 of the Norwegian Securities Trading Act.