Techstep ASA — Capital/Financing Update 2022

Sep 28, 2022

TECHSTEP ASA - Financial update and Private placement of NOK 75-125 million

TECHSTEP ASA - Financial update and Private placement of NOK 75-125 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,

JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. This announcement is not

a prospectus and does not constitute a public offer of any of the securities

described herein.

Techstep ASA ("Techstep" or the "Company") today announces a cost reduction

program and new financial targets, as well as a private placement of new shares

(the "Placement Shares") in the Company raising gross proceeds of NOK 75 million

to NOK 125 million (the "Private Placement").

Financial update

Techstep announces a cost reduction program of NOK 90-100 million and sets new

financial targets. By right-sizing the organisation, extracting synergies from

previously acquired companies and capitalising on the growth prospects of its

new product portfolio, Techstep target in year 2025 to exceed NOK 540 million in

Gross Profit, NOK 225 million in Software ARR and NOK 150 million in EBITA.

For further information, please see the enclosed investor presentation.

The Private Placement

Techstep has retained Arctic Securities AS and SpareBank 1 Markets AS as joint

bookrunners in connection with the Private Placement (jointly the "Managers").

Datum AS and Karbon Invest AS has pre-subscribed for NOK 25 million each in the

Private Placement, a total of NOK 50 million. In addition sellers' credits

related to previous acquisitions of a total of approximately NOK 25.2 million

are agreed to be converted in the Private Placement.

The offer price per Placement Share will be NOK 1.15. Approximately 97 percent

of the sellers' credits will be converted at a discount of 10%, subject to an

acceptance of a lock-up of their converted shares until 1 January 2023.

The net proceeds from the Private Placement will be used for the above-mentioned

conversion of sellers' credits (NOK 25 million), restructuring and

transformation costs (NOK 25 million), strengthening balance sheet (NOK 25-50

million) and general corporate purposes.

The book-building period will commence immediately, today 28 September 2022 at

17:45 hours CEST and will close on 29 September 2022 at 16:30 CEST. The Company

may, however, at any time shorten or extend the book-building period at its

discretion and on short or without notice. If the book-building period is

shortened or extended, the other dates in this message may be changed

accordingly. The Company reserves the right to cancel the Private Placement at

any time and for any reason without giving prior notice or reasoning.

The Private Placement will be divided in two tranches. Tranche 1 ("Tranche 1")

will consist of 38,985,520 New Shares (the "Tranche 1 Shares") to be issued by

the Board pursuant to an authorisation granted by the Company's annual general

meeting on 21 April 2022 (the "Authorisation"). Tranche 1 shares are expected to

be settled with existing and unencumbered shares in the Company that are already

listed on Oslo Børs, pursuant to a share lending agreement. Tranche 2 ("Tranche

2") will consist of a number of New Shares that, together with the Tranche 1

Shares, is necessary in order to raise gross proceeds of NOK 75-125 million (the

"Tranche 2 Shares"), to be issued by and subject to the Company's extraordinary

general meeting to be held on or about 20 October 2022 (the "EGM"). Tranche 2

shares are expected to be settled with existing and unencumbered shares in the

Company that are already listed on Oslo Børs, pursuant to a share lending

agreement. The Pre-Committed Investors has undertaken to take delivery of shares

in the Private Placement in Tranche 2.

The Private Placement will consist of a private placement to professional and

non-professional investors, subject to applicable exemptions from relevant

registration, filing and prospectus requirements. The minimum application of

shares per investor in the Private Placement will be a NOK amount equivalent to

EUR 100,000, provided that the Company may, at its sole discretion, allocate an

amount below EUR 100,000 to the extent applicable exemptions from the prospectus

requirement pursuant to applicable regulations, including the Regulation (EU)

2017/1129 and ancillary regulations, are available.

Completion of Tranche 1 is subject to approval by the Board pursuant to the

Authorisation, while completion of Tranche 2 is subject to approval by the EGM.

Further to this, completion of the Private Placement is subject to: (i) the

corporate resolutions of the Company required to implement the Private

Placement, including a resolution of the Board to proceed with the Private

Placement following the expiry of the Application Period and to increase the

share capital of the Company by the issuance of the New Shares pursuant to the

Authorisation and (ii) that the allocated New Shares having been fully paid,

validly issued (by way of registration of the share capital increase pertaining

to the issuance of the New Shares in the Norwegian Register of Business

Enterprises) and registration of the New Shares in VPS (the "Conditions").

The Private Placement (both Tranche 1 and Tranche 2) will be settled with

existing and unencumbered shares in the Company that are already listed on Oslo

Børs, pursuant to a share lending agreement between the Company, the Managers,

Datum AS and Karbon Invest AS. The new shares to be delivered to the lenders

under the share lending agreement (other than shares lent to settle Tranche 1

shares) will be delivered on a separate and non-tradable ISIN, pending approval

of the Prospectus by the Norwegian Financial Authority

The Board of Directors has considered the Private Placement in light of the

equal treatment obligations under the Norwegian Securities Trading Act and Oslo

Børs' Circular no. 2/2014, and is of the opinion that the proposed Private

Placement is in compliance with these requirements. The equity issuance will be

carried out as a private placement in order to complete a transaction in an

efficient manner to strengthen the Company's balance sheet. On this basis, and

based on an assessment of the current equity markets, the Company's need for

equity funding, deal execution risk and possible alternatives, the Board of

Directors has considered the Private Placement to be in the common interest of

the Company and its shareholders. As a consequence of the overall transaction

structure, the shareholders' preferential rights will be deviated from.

The Board of Directors will consider whether to launch a subsequent repair

offering to the Company's existing shareholders based on circumstances upon

completion of the Private Placement, in particular in relation to the pricing of

the Private Placement and the outcome of the allocation of the Placement Shares.

AGP Advokater AS is acting as legal advisor to the Company in connection with

the Private Placement.

For further information, please contact:

Børge Astrup, CEO, Techstep ASA: +47 928 27 676

Anita Huun, CFO, Techstep ASA: +47 924 11 563

Techstep is a mobile technology company that enables organisations to perform

smartly, securely and sustainably through combining software, mobile devices and

services to meet customers´ business and ESG goals.  We are a leading provider

of managed mobility services in the Nordics serving more than 2 000 customers in

Europe, with an annual revenue of NOK 1.3 billion in 2021. We are listed on the

Oslo Stock Exchange under the ticker TECH.  To learn more, please visit

techstep.io.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading

Act. This stock exchange release was published by Cathrine Birkenes, Head of

Sustainability and Compliance, on 28 September at 17:45 CEST.

IMPORTANT NOTICE

This announcement is not a prospectus and does not form a part of any public

offer to sell, or a solicitation of a public offer to purchase, any securities

of the Company. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Any offering of the

securities referred to in this announcement will be made by means of a set of

subscription materials provided to potential investors. Investors should not

subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned subscription material.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "US Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the US Securities Act and in accordance with applicable U.S. state securities

laws. The Company does not intend to register any part of the offering in the

United States or to conduct a public offering of securities in the United

States. Any sale in the United States of the securities mentioned in this

announcement will be made solely to "qualified institutional buyers" as defined

in Rule 144A under the US Securities Act.

In any EEA Member State, 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 as amended (together with

any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) 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) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

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.

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 "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release, in

particular regarding the Company's new financial targets, are based upon various

assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believe 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 their control. Actual events may differ

significantly from any anticipated development due to a number of factors,

including without limitation, changes in public sector investment levels,

changes in the general economic, political and market conditions in the markets

in which the Company operates, the Company's ability to attract, retain and

motivate qualified personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic investments, and changes in

laws and regulation and the potential impact of legal proceedings and actions.

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 Company does not make any

guarantee that the assumptions underlying the forward-looking statements in this

announcement are free from errors nor does it accept any responsibility for the

future accuracy of the opinions expressed in this announcement or any obligation

to update or revise the statements in this announcement to reflect subsequent

events. You should not place undue reliance on the forward-looking statements in

this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Managers nor any of their 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 affiliates accepts any liability arising from the use of

this announcement.

In connection with the Private Placement, the Managers and any of their

affiliates, acting as investors for their own accounts, may subscribe for or

purchase shares and in that capacity may retain, purchase, sell, offer to sell

or otherwise deal for their own accounts in such shares and other securities of

the Company or related investments in connection with the Private Placement or

otherwise. Accordingly, references in any subscription materials to the shares

being issued, offered, subscribed, acquired, placed or otherwise dealt in should

be read as including any issue or offer to, or subscription, acquisition,

placing or dealing by, such Manager and any of their affiliates acting as

investors for their own accounts. The Managers do not intend to disclose the

extent of any such investment or transactions otherwise than in accordance with

any legal or regulatory obligations to do so.

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.