SmartCraft ASA — Capital/Financing Update 2021

Jun 14, 2021

SmartCraft ASA – Announcement of the terms for the initial public offering

SmartCraft ASA – Announcement of the terms for the initial public offering

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SmartCraft ASA – Announcement of the terms for the initial public offering

Oslo, 14 June 2021: SmartCraft ASA ("SmartCraft" or the "Company") today announces the terms of its initial public offering of shares in the Company (the "Offering") and the subsequent listing of its shares on the Oslo Stock Exchange (the "Listing", and together with the Offering, the "IPO").

Reference is made to the announcement made by the Company on 7 June 2021 regarding its intention to launch the IPO.

SmartCraft has resolved to launch the IPO and to apply for the Listing. Subject to approval of the listing application and a successful completion of the Offering, the shares of SmartCraft are expected to be admitted to listing and commence trading on the Oslo Stock Exchange on or about 24 June 2021 under the ticker symbol "SMCRT".

THE OFFERING

The Offer Shares (as defined below) will be sold at a fixed price of NOK 17.80 per Offer Share (the "Offer Price"), corresponding to a pre-money equity value of the Company of approximately NOK 2,470 million.

The Company intends to raise gross proceeds of approximately NOK 500 million by issuing 28,089,888 new shares (the "New Shares") in the Offering. The Company intends to use the proceeds from the issuance of the New Shares to (i) pay the redemption amount in connection with the resolved redemption of the Company's B-shares (preference shares) by way of a share capital decrease, which, subject to the Company resolving to complete the IPO, will be registered with the Norwegian Register of Business Enterprises prior to the Listing, (ii) repay the group's loan facilities, and (iii) pay its portion of transaction costs. The remaining net proceeds will be used for general corporate purposes, including acquisitions.

Further, up to 33,707,865 existing shares (the "Sale Shares") will be offered by Valedo Partners III AB and certain other existing shareholders (together the "Selling Shareholders"). The Managers (as defined below) may also elect to over-allot a number of additional Shares equalling up to 10% of the final number of New Shares and Sale Shares sold in the Offering (the "Additional Shares", and together with the New Shares and the Sale Shares, the "Offer Shares"). In this respect, Valedo Partners III AB is expected to grant ABG Sundal Collier ASA (the "Stabilization Manager"), on behalf of the Managers, an option to borrow a number of shares equal to the number of Additional Shares in order to facilitate such over-allotment (the "Borrowing Option").

The Stabilization Manager, on behalf of the Managers, is expected to be granted an option by the Company to purchase a number of new shares to be issued by the Company equal to the number of Additional Shares at a price per share equal to the Offer Price (the "Greenshoe Option"), exercisable, in whole or in part, within a 30-day period commencing at the time at which trading in the Company's shares commences on the Oslo Stock Exchange.

The Company will receive the proceeds from the sale of New Shares, the Selling Shareholders will receive the proceeds from the sale of Sale Shares. Any net profit from any stabilisation activities shall be for the benefit of the Company.

The Offering will amount to up to approximately NOK 1,210 million assuming that 28,089,888 New Shares, 33,707,865 Sale Shares and 6,179,775 Additional Shares (corresponding to the maximum 10% of Sale Shares and New Shares) are sold in the Offering at the Offer Price.

Following completion of the Offering, Valedo Partners III AB will remain a significant shareholder in the Company, holding approximately 39.2% of the share capital given all New Shares and Sale Shares are sold and the Greenshoe Option is exercised in full.

The Company, the Selling Shareholders, members of the Company's board of directors, members of the Company's executive management and the general managers of the Company's subsidiaries will enter into customary lock-up agreements with the Managers, which will restrict their ability to issue, sell, pledge or dispose of shares in the Company. Members of the Company's board of directors, executive managers and general managers of the Company's subsidiaries will be subject to a 12 months' lock-up, from the first day of listing and trading of the shares on the Oslo Stock Exchange. The Company and the Selling Shareholders will be subject to a six months' lock-up from the same date. The lock-up undertakings will be subject to certain exemptions and may be waived by the Managers (as defined below) at their sole discretion.

OFFERING DETAILS

The Offering will consist of:

• An institutional offering, in which offer shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from the prospectus and registration requirements, and (c) investors in the United States who are QIBs in transactions exempt from registration requirements under the U.S. Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,000,000.

• 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. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.

• An employee offering, in which offer shares are being offered to eligible employees and sold at the same price as in the institutional offering and the retail offering. There will be no discounts for eligible employees. The employee offering is subject to a lower limit per application of NOK 10,500 and an upper limit per application equal to the applicable Guaranteed Allocation (as defined below) for each eligible employee. Eligible employees being primary insiders will receive full allocation up to an amount of NOK 350,000 and all other eligible employees will receive full allocation up to an amount of NOK 25,000 (the "Guaranteed Allocation"). Multiple applications by one applicant in the employee offering will be treated as one application with respect to the maximum application limit and the Guaranteed Allocation.

PROSPECTUS

The further details of the Offering and the terms thereof are set out in the prospectus prepared by the Company in connection with the Offering, which is expected to be dated and approved today, 14 June 2021 (the "Prospectus"). The Prospectus and the application form for the retail offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.smartcraftready.com, www.abgsc.com and www.carnegie.no from the start of the bookbuilding period and the application periods in the retail offering and the employee offering. Hard copies of the Prospectus may be obtained free of charge at the Company's offices at Hvervenmoveien 45, 3511 Hønefoss, Norway.

TIMELINE AND OFFER PERIOD

The bookbuilding period for the institutional offering is expected to commence at 09:00 hours (CEST) on 15 June 2021, and close at 14:00 hours (CEST) on 22 June 2021. The application period for the retail offering is expected to commence at 09:00 hours (CEST) on 15 June 2021 and close at 16:00 hours (CEST) on 22 June 2021. The application period for the employee offering is expected to commence at 09:00 hours (CEST) on 15 June 2021 and close at 15:00 hours (CEST) on 22 June 2021. The bookbuilding period and the application periods may be extended at any time. The bookbuilding period and the application periods may in no event be extended beyond 14:00 hours (CEST) on 28 June 2021. In the event of an extension of the bookbuilding period and the application periods, the allocation date, the payment due date and the date of delivery of offer shares will be changed accordingly, but the date of the listing and commencement of trading on the Oslo Stock Exchange may not necessarily be changed.

The final number of Offer Shares will be set by the Company and the Selling Shareholders, in consultation with the Managers, following the bookbuilding process.

CONDITIONS FOR THE OFFERING

Completion of the Offering is conditional upon the board of directors of the Oslo Stock Exchange, in a meeting expected to be held on or about 21 June 2021, approving SmartCraft's application for listing of its shares and the satisfaction of the conditions for admission to trading set by the Oslo Stock Exchange, which are expected to be that (i) SmartCraft raises gross proceeds of NOK 400 million from the sale of New Shares in the Offering, (ii) SmartCraft obtains a minimum of 500 shareholders, each holding shares with a value of more than NOK 10,000 and (iii) there being a minimum free float of the shares of 25%.

Completion of the Offering on the terms set forth in the Prospectus is otherwise only conditional on (i) the Company and the Selling Shareholders, in consultation with the Managers, resolving to proceed with the Offering, (ii) the Company and the Selling Shareholders, in consultation with the Managers, having approved the number of Offer Shares and the allocation of the Offer Shares to eligible investors following the bookbuilding process, and (iii) the Managers, the Company and the Selling Shareholders having entered into the placing agreement regarding the placement of the Offer Shares.

There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.

ADVISORS

ABG Sundal Collier ASA and Carnegie AS are acting as joint global coordinators and joint bookrunners in the IPO, and Joh. Berenberg, Gossler & Co. KG is acting as joint bookrunner in the IPO (collectively, the "Managers"). Advokatfirmaet Thommessen AS is acting as legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers.

FOR FURTHER QUERIES, PLEASE CONTACT

Gustav Line, CEO

Email: gustav.line@smartcraft.no

+47 952 67 104

Kjartan Bø, CFO

Email: kjartan.bo@smartcraft.no

+47 41 02 70 00

ABOUT SMARTCRAFT

SmartCraft is the leading Nordic provider of mission-critical SaaS solutions to SME's in the construction sector. The company’s business model is highly scalable, based on 94% recurring revenue and low churn. The construction sector is among the least digitalized industries and represents a NOK 10bn software market in the Nordics, growing at a double-digit rate. SmartCraft's solutions help customers to increase their productivity, margins, and resource efficiency.

IMPORTANT INFORMATION

This information does not constitute or form part of any offer or solicitation to purchase or subscribe for securities of the Company, in the United States or in any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

In any EEA Member State, other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Company and the Managers.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the offering and/or the contents of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.