NRC Group — M&A Activity 2017

Jun 29, 2017

NRC Group ASA acquires Alti Bygg og Anlegg AS

NRC Group ASA acquires Alti Bygg og Anlegg AS

NRC Group ASA ("NRC Group" or the "Company") has on 29 June 2017

agreed to acquire 100% of the construction company Alti Bygg og

Anlegg AS ("Alti") for a total consideration of NOK 200 million in a

combination of cash and NRC Group shares.

In 2016, Alti had revenues of NOK 186.3 million and EBITDA result of

NOK 27.3 million. It is expected that Alti will deliver revenues and

results for 2017 in line with FY 2016.

The purchase price is based on Alti having no debt and has had an

average level of cash during the last six months of minimum NOK 35

million at closing, which implies an EV of NOK 165 million. In the

event of shortfall in the actual level of average cash, the purchase

price will be adjusted. The purchase price is based on the audited

and approved accounts of Alti for the fiscal year 2016.

Assuming no adjustment, the purchase price will be settled 50% by

payment of NOK 100 million in cash on closing and the remaining 50%

of the purchase price of NOK 100 million will be settled by issuance

of 1,724,137 shares in the Company at a price of NOK 58 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 July 2017.

Alti carries out ground and construction work, as well as project-

and site management, within both private and public sector. The

company has employees with extensive experience from project

management and previous leading positions within AF Gruppen. The

acquisition of Alti will further strengthen the competitiveness of

NRC Group's Norwegian operations in the growing rail infrastructure

market where project management, ground and construction expertise

is key. The project management expertise from Alti, will complement

the existing knowhow and capacity of NRC Group. It will further

strengthen NRC Group's overall capabilities, enabling the company to

undertake larger and more complex projects also simultaneously.

"We are very happy to have Alti on our team. The company has

delivered good results over time and has a culture and core values

that coincide with ours. This acquisition is in accordance with our

strategy which implies growth initiative in Norway", says Øivind

Horpestad, CEO of NRC Group ASA.

The indirect sellers of Alti (owning Alti through holdings in A.K

Invest AS) are the founders of the company and key employees, with

LGA Holding AS and E.K Holding AS being the largest owners (38.75%

and 38.75% of the shares, respectively).

Lars Gunnar Andersen, the current CEO and chairman of the board of

Alti, will be part of the management team of NRC Norway. Lars Gunnar

Andersen has held leading positions at AF Gruppen and has a master

degree in engineering from NTNU and an executive degree from INSEAD.

The following table provides key financial information for Alti:

(NOK million)

FY 2016 FY 2015

Revenue 186.3 186.0

EBITDA 27.3 33.7

EBIT 27.1 33.6

EBITDA margin (%) 14.6 18.1

EBIT margin (%) 14.5 18.0

Cash and cash equivalents 58.0 58.5

Total assets 102.8 76.5

Equity 27.5 31.6

Alti will be organized as a separate subsidiary under NRC Norge AS,

a wholly owned subsidiary of NRC Group ASA.

There are no special agreements or arrangements that have been or

will be entered into with the directors or executive management of

Alti or the Company in connection with the transaction.

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 signalling 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 Alti Bygg og Anlegg AS

Alti is an entrepreneur within ground and construction work in

Norway. Alti provides engineering and project management,

specializing in ground and concrete construction work. The Company

is headquartered in Mandal.

This information is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act.