NRC Group — M&A Activity 2017

Mar 28, 2017

NRC Group ASA acquires HAG Anlegg AS

NRC Group ASA acquires HAG Anlegg AS

NRC Group ASA ("NRC Group" or the "Company") has on 27 March 2017

agreed to acquire the construction company HAG Anlegg AS ("HAG") for

a total consideration of NOK 107.5 million in a combination of cash

and NRC Group shares. The consideration includes adjustments for net

debt and normalized working capital.

HAG carries out construction work and project- and site management

within transport and infrastructure, specializing in surface work

and concrete constructions. The company currently has some 40

employees, with extensive experience from project management and

construction technique. NRC Group knows the company well from

cooperation on several projects. The acquisition of HAG strengthens

the competitiveness of NRC Group's Norwegian operations in a growing

infrastructure market.

The project management expertise from HAG, will complement the

existing knowhow and capacity of NRC Group within the groundworks

segment. It will further strengthen NRC Group's overall

capabilities, enabling the company to undertake larger and more

complex projects also simultaneously.

Sporveien Oslo in cooperation with Department of City development,

are to invest about NOK 3 billion until 2020 in the improvement of

roads and tram infrastructure in the city. Combining NRC Group's and

HAG's project management and groundwork expertise will improve the

group's position in tendering for such assignments. HAG has an

established track record from executing several projects for

Sporveien Oslo.

NRC Group will acquire 100% of the shares in HAG for a purchase

price of NOK 107.5 million. The sellers of HAG are the founders of

the company and key employees, with HAG Holding AS being the largest

owner (33.3% of the shares). The purchase price will be settled by

payment of NOK 62.5 million in cash upon closing and the remaining

amount of the purchase price, NOK 45 million, will be settled by

issuance of 775,862 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 sellers

of HAG have guaranteed a minimum EBIT in 2017 of NOK 15.0 million.

HAG's order book by year end 2016 was NOK 287 million. The

transaction is expected to be completed during April 2017.

Geir Nilsen, the current CEO of HAG, will be appointed as Managing

Director for Norway of NRC Group. Geir Nilsen has held leading

positions at Implenia and Betonmast and has through his over 20

years of experience from the Norwegian construction business

established a wide and extensive network.

HAG was established in 2014. The company currently has 40 employees

and is led by CEO Geir Nilsen. HAG's current board of directors

consists of Svein Adolf Gundersen (chairman), Geir Nilsen, Heidi

Thorsen Selstø, Øystein Andre Nordjordet and Kristoffer Berntson

Aase.

The following table provides key financial information for HAG:

(NOK million)

FY 2016 FY 2015

Revenue 166.1 47.7

EBITDA 5.4 -1.7

EBIT 5.2 -1.7

EBIT margin (%) 3.2% 3.6%

Cash and cash equivalents 2.2 6.1

Total assets 36.2 15.3

Equity 7.4 1.8

HAG 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

HAG 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.no.

About HAG Anlegg AS

HAG Anlegg is a nationwide entrepreneur within transport and

infrastructure in Norway. HAG provides engineering and project

management, specializing in surface work and concrete constructions.

The Company is headquartered in Arendal and had a revenue of 166

million NOK in 2016. For more information: www.hag-anlegg.no

This information is subject to the disclosure requirements pursuant

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