Techstep ASA — M&A Activity 2016

Sep 16, 2016

TECHSTEP ASA - FLAGGING AND NOTIFICATION OF MANDATORY OFFER

TECHSTEP ASA - FLAGGING AND NOTIFICATION OF MANDATORY OFFER

Reference is made to the stock exchange notice

published by Techstep ASA ("TECH") today, 16 September

2016, regarding completion of the Zono Transaction.

Zono Holding AS will receive 58,181,818 consideration

shares when the corresponding share capital increase

in TECH is registered in the Register of Business

Enterprises.

Following receipt of the consideration shares, Zono

Holding AS will hold in total 62,689,859 TECH shares,

representing 86.56% of the shares and votes in TECH

(including the TECH shares owned by Zono Holding AS

prior to closing of the Zono Transaction).

Zono Holding AS will make a mandatory offer for the

remaining shares in TECH within four weeks of receipt

of the consideration shares, in accordance with

Chapter 6 of the Norwegian Securities Trading Act.

As follows from the stock exchange notice published by

TECH on 4 July 2016, Zono Holding AS has notified TECH

of its intention to offer a price of NOK 2.20 per

share. The purpose of the mandatory offer will be to

comply with the mandatory offer obligations in the

Norwegian Securities Trading Act, not to increase its

stake in TECH. The intention of Zono Holding AS is

that TECH shall remain a listed company on Oslo Børs

with a large and diversified shareholder base.

This notification is made with reference to Sections

4-3 and 6-8 of the Norwegian Securities Trading Act.