Techstep ASA — Share Issue/Capital Change 2017

Feb 2, 2017

TECHSTEP - CONTEMPLATED PRIVATE PLACEMENT

TECHSTEP - CONTEMPLATED PRIVATE PLACEMENT

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 earlier today, 2

February 2017. In connection with the announced acquisition

of Mytos AS ("Mytos") and the intended acquisition of Apro

Tele og Data AS ("Apro") and to further strengthen the

Company's balance sheet for further growth, the Company

intends to complete an undocumented private placement of

approximately NOK 100 million at NOK 5.70 per Techstep share,

corresponding to 17,543,860 shares or 17.1% of the

outstanding shares of the company (the "Private Placement").

The Private Placement is fully underwritten. Arctic

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

been engaged as Joint Bookrunners for the Private Placement

(the "Managers").

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 is 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 Underwriters are guaranteed

allocation of shares in the Private Placement for an amount

corresponding to 50 per cent of its underwriting obligation

in respect of the Private Placement. Middelborg AS, Cipriano

AS, and Datum AS have pre-committed to subscribe for minimum

5,263,158 shares.

The application period for the Private Placement opens today

at 16:30 CET and closes 3 February 2017 at 08:00 CET. The

Managers may, however, at any time resolve to close or extend

the subscription period at its sole discretion and on short

notice. The minimum subscription and allocation amount in the

Private Placement will be the NOK equivalent of 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 Norwegian Securities

Trading Act and ancillary regulations, are available. The

final allocation and completion of the Private Placement is

subject to approval by the Company's Board of Directors.

The Private Placement will consist of two tranches: Tranche 1

will consist of 12,280,702 new shares to be 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 will consist of 5,263,158 shares to be subscribed

for and allocated to Middelborg AS, Cipriano AS and Datum AS

("Tranche 2"). The completion of Tranche 1 of the Private

Placement is subject to approval by the Board of Directors.

Tranche 1 will be settled with existing and unencumbered

shares in the Company that are already listed on the Oslo

Stock Exchange, pursuant to a share lending agreement between

the Managers, the Company 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 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 2017.

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

Managers, has 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 has 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