SmartCraft ASA — Share Issue/Capital Change 2021

Jun 24, 2021

SmartCraft ASA - Stabilization and over-allotment notice

SmartCraft ASA - Stabilization and over-allotment notice

24.6.2021 08:00:01 CEST | SmartCraft ASA | Additional regulated information

required to be disclosed under the laws of a member state

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

OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL

ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SmartCraft ASA - Stabilization and over-allotment notice

Oslo, 24 June 2021. Reference is made to the announcement made on 22 June 2021

whereby SmartCraft ASA ("SmartCraft" or the "Company", OSE ticker code "SMCRT")

announced the successful completion of the initial public offering of shares in

the Company (the "Offering" or the "IPO").

ABG Sundal Collier ASA ("ABGSC" or the "Stabilization Manager") may, on behalf

of the Managers (as defined below), engage in stabilization activities from

today, 24 June 2021, to and including, 23 July 2021 (the "Stabilization

Period"). Any stabilization transactions will be aimed to support the market

price of the SmartCraft shares.

In connection with the Offering, the Managers have over-allotted a total of

6,179,775 shares in the Company to the applicants in the Offering, equalling

approximately 10% of the total number of new shares issued by the Company and

sale shares sold by existing shareholders in the Offering before

over-allotments.

In order to permit delivery in respect of the over-allotments made, Valedo

Partners III AB (being a selling shareholder in the Offering) has lent to the

Stabilization Manager, on behalf of the Managers, a number of existing shares in

the Company equal to the number of over-allotted shares. For further details on

over-allotment and stabilization activities, please see the prospectus dated 14

June 2021 prepared by the Company (the "Prospectus").

Further, the Company has granted to the Stabilization Manager, on behalf of the

Managers, a greenshoe option to purchase up to 6,179,775 new shares to be issued

by the Company at a price per share of NOK 17.80, which is equal to the offer

price in the Offering (the "Offer Price"). The greenshoe option is exercisable,

in whole or in part, by the Stabilization Manager, on behalf of the Managers,

within the Stabilization Period. The Stabilization Manager may close out the

short position created by over-allotting shares in the Offering by purchasing

shares in the open market through stabilization activities and/or by exercising

the greenshoe option.

The Stabilization Manager may effect transactions with a view to supporting the

market price of the SmartCraft shares at a level higher than what might

otherwise prevail, by buying shares in SmartCraft in the open market at prices

equal to or lower than (but not above) the Offer Price. There is no obligation

on the Stabilization Manager to conduct stabilization activities and there can

be no assurance that stabilization activities will be undertaken. If

stabilization activities are undertaken, they may be discontinued at any time,

and must be brought to an end upon or before expiry of the Stabilization Period.

Any stabilization activities will be conducted based on the principles set out

in the Commission Delegated Regulation (EU) 2016/1052, as implemented into

Norwegian law by Section 3-1 (3) of the Norwegian Securities Trading Regulation,

regarding buy-back programs and stabilization of financial instruments.

If stabilization activities are undertaken, information on the activities will

be published no later than seven trading days following such transaction(s).

Further, within one week after the expiry of the 30 calendar day period of price

stabilization, the Stabilization Manager will publish information as to whether

or not price stabilization activities were undertaken. If stabilization

activities were undertaken, the statement will also include information about:

(i) the total amount of shares sold and purchased; (ii) the dates on which the

stabilization period began and ended; (iii) the price range between which

stabilization was carried out, as well as the highest, lowest and average price

paid during the stabilization period; and (iv) the date at which stabilization

activities last occurred.

ABGSC 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 (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

+47 410 27 000

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.