Techstep ASA — Share Issue/Capital Change 2017

Feb 3, 2017

TECHSTEP - PRIVATE PLACEMENT COMPLETED

TECHSTEP - PRIVATE PLACEMENT COMPLETED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN

PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR

THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE

RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS

ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange notice from Techstep

ASA ("Techstep" or the "Company") published yesterday

regarding the contemplated private placement of shares in the

Company.

The Company announces today that it has raised NOK

100,000,002 in gross proceeds through a fully underwritten

private placement of 17,543,860 shares (the "Private

Placement"). The price per share in the Private Placement was

NOK 5.70.

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA,

acted as Joint Bookrunners for the Private Placement (the

"Managers"), which took place after close of trading

yesterday. The Private Placement, which was substantially

oversubscribed, attracted strong interest from both existing

shareholders and new high quality institutional and private

investors.

The net proceeds from the Private Placement will be used for

further acquisitions to strengthen the position of the

Company as well as for general corporate purposes.

The Private Placement was fully underwritten by inter alia

Middelborg AS, a company owned by board member Kristian

Lundkvist, Cipriano AS, a company owned by the Chairman of

the Board, Einar J. Greve, Datum AS, and other Norwegian

institutional and private investors (the "Underwriters").

The Underwriters will receive an aggregate underwriting

commission of NOK 2 million.

The Board of Directors has allocated a total of 17,543,860

shares in two tranches, tranche 1 with 12,280,702 new shares

that was directed at existing shareholders and new investors,

subject to and in compliance with applicable exemptions from

relevant prospectus or registration requirements ("Tranche

1"), and tranche 2 with 5,263,158 shares that was allocated

to Middelborg AS, Cipriano AS and Datum AS ("Tranche 2").

Chairman of the Board of Directors, Einar J. Greve, has,

through his wholly owned company Cipriano AS, been allocated

877,193 Tranche 2 shares in the Private Placement and will

after the Private Placement own 877,193 shares in the

Company, and option to acquire 3 million shares. Board member

Kristian Lundkvist has, through his wholly owned company

Middelborg AS, been allocated 877,193 Tranche 2 shares in the

Private Placement and will after the Private Placement own

877,193 shares in the Company.

Notification of allotment in the Private Placement will be

sent to the applicants today through a notification to be

issued by the Managers. The Tranche 1 shares will be settled

through a delivery versus payment transaction on 7 February

2017 (regular T+2 settlement), by delivery of existing and

unencumbered shares in the Company that are already listed on

the Oslo Stock Exchange pursuant to a share lending agreement

between the Company, the Managers and Zono Holding AS. The

shares delivered to the subscribers in Tranche 1 will thus be

tradable from allocation. The Managers will settle the share

loan with new shares in the Company to be issued by the Board

of Directors pursuant to an authorisation given by the

Extraordinary General Meeting held 4 November 2016.

The completion of the Tranche 2 of the Private Placement is

subject to the approval by an Extraordinary General Meeting

(the "EGM") expected to be held on or about 28 February 2017.

Existing shareholders of the Company holding more than 2/3 of

the outstanding shares in the Company have already committed

to vote in favor of Tranche 2 on the EGM and have undertaken

to not dispose any of its shares before the EGM.

The new shares delivered to Zono Holding AS related to share

lending for the settlement of Tranche 1, the Tranche 2

shares, and the consideration shares of up to 20,515,325

shares related to the acquisitions of Mytos, Apro and the

Teki Solutions AS and Nordialog Asker AS minorities

("Consideration Shares") will be issued on a separate ISIN

and delivered to the investors, and thereafter converted to

the current listed ISIN of Techstep and become tradable on

Oslo Børs as soon as practically possible following the

announcement of a prospectus approved by the Norwegian

Financial Supervisory Authority, expected in March/April

Following registration of the new share capital pertaining

the Private Placement, the Company will have an issued share

capital of NOK 120,019,437, divided into 120,019,437 shares,

each with a par value of NOK 1.00 (excluding any

Consideration Shares expected to be issued).

The Board, together with the Company's management and the

Managers, considered various transaction alternatives to

secure new financing. Based on an overall assessment, taking

into account inter alia the need for funding, execution risk

and possible alternatives, the Board decided on the basis of

careful considerations decided that the Private Placement is

the alternative that best protects the Company's and the

shareholders' joint interests. Thus, the waiver of the

preferential rights inherent in a share capital increase

through issuance of new shares is considered necessary.

For further information please contact:

Gaute Engbakk, CEO of Techstep: +47 91633281

Marius Drefvelin, CFO of Techstep: +47 95895690

Einar J. Greve, Chairman of the Board of Techstep: +47

90027766

About Techstep

Techstep is a B2B solutions and services provider offering

mobile hardware & subscriptions and solutions. The company

has a customer base of approximately 3,600 companies with

approximately 220,000 end users. Techstep offers its clients

integrated enterprise mobility solutions.

Important information:

The release is not for publication or distribution, in whole

or in part directly or indirectly, in or into Australia,

Canada, Japan or the United States (including its territories

and possessions, any state of the United States and the

District of Columbia).

This release is an announcement issued pursuant to legal

information obligations, and is subject of the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act. It is issued for information purposes

only, and does not constitute or form part of any offer or

solicitation to purchase or subscribe for securities, in the

United States or in any other jurisdiction. The securities

mentioned herein have not been, and will not be, registered

under the United States Securities Act of 1933, as amended

(the "US Securities Act"). The securities may not be offered

or sold in the United States except pursuant to an exemption

from the registration requirements of the US Securities Act.

The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct

a public offering of the securities in the United States.

Copies of this announcement are not being made and may not be

distributed or sent into Australia, Canada, Japan or the

United States. The issue, exercise, purchase or sale of

subscription rights and the subscription or purchase of

shares in the Company are subject to specific legal or

regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assumes any responsibility in the

event there is a violation by any person of such

restrictions.

The distribution of this release may in certain jurisdictions

be restricted by law. Persons into whose possession this

release comes should inform themselves about and observe any

such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities

laws of any such jurisdiction. The Managers are acting for

the Company and the Selling Shareholders and no one else in

connection with the Private Placement and will not be

responsible to anyone other than the Company and the Selling

Shareholders for providing the protections afforded to their

respective clients or for providing advice in relation to the

Private Placement and/or any other matter referred to in this

release.

Forward-looking statements:

This release and any materials distributed in connection with

this release may contain certain forward-looking statements.

By their nature, forward-looking statements involve risk and

uncertainty because they reflect the Company's current

expectations and assumptions as to future events and

circumstances that may not prove accurate. A number of

material factors could cause actual results and developments

to differ materially from those expressed or implied by these

forward-looking statements