Webstep — Capital/Financing Update 2017

Sep 25, 2017

Webstep ASA - Announcement of terms of the initial public offering

Webstep ASA - Announcement of terms of the initial public offering

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Webstep ASA - Announcement of terms of the initial public

offering

Oslo, 25 September 2017: Reference is made to the

announcement published on 7 September 2017 regarding the

intention to list the shares (the "Shares") of Webstep ASA

("Webstep" or the "Company", OSE ticker "WSTEP") on the Oslo

Stock Exchange and the contemplated initial public offering

(the "IPO" or the "Offering"). The Board of Directors of

Webstep has resolved to launch the Offering and to apply for

a listing of the Shares on the Oslo Stock Exchange. Subject

to approval of the listing application and successful

completion of the Offering, the Shares are expected to be

admitted to trading on the Oslo Stock Exchange on 11 October

2017 (subject to any extension or shortening of the Offering

period).

The Offer Shares (as defined below) will be offered for sale

within an indicative price range of NOK 23.75 to NOK 27.75

per Offer Share, corresponding to an equity value of Webstep

of between NOK 505 million and NOK 590 million before the

issue of New Shares (as defined below) in the Offering. The

final offer price per Offer Share (the "Offer Price") may,

however, be set above or below this indicative price range.

The IPO will comprise new shares (the "New Shares") to be

issued by the Company to raise gross proceeds of up to

approximately NOK 120 million, and a secondary sale of up to

9,379,870 existing Shares in the Company (the "Sale

Shares"). Reiten & Co Capital Partners VII LP represented by

Reiten & Co Capital Partners VII GP Ltd. ("Reiten") will

sell up to 6,455,176 Sale Shares, equivalent to 55 per cent

of Reiten's current shareholding. Certain minority

shareholders (together with Reiten, the "Selling

Shareholders") will sell a total of up to 2,924,694 Sale

Shares, equivalent to 31 per cent of their aggregate current

shareholding.

In addition, the Managers (as defined below) may elect to

over-allot a number of additional shares (the "Additional

Shares" and, together with the New Shares and the Sale

Shares, the "Offer Shares") equalling up to approximately 15

per cent of the number of New Shares and Sale Shares sold.

In order to facilitate settlement of the Additional Shares,

Arctic Securities AS, on behalf of the Managers, is expected

to borrow existing shares from Reiten. Arctic Securities AS,

on behalf of the Managers, is further expected to be granted

(i) an option by Reiten to purchase a number of Shares equal

to up to 2/3 of the number of Additional Shares and (ii) an

option by the Company to subscribe for a number of Shares

equal to up to 1/3 of the number of Additional Shares, all

at a price per Share equal to the Offer Price

(the "Greenshoe Option"). The portion of the Greenshoe

Option given by Reiten shall be exercised in full before the

portion of the Greenshoe Option given by the Company may be

exercised. The final number of Offer Shares will depend on

the final Offer Price.

Following completion of the Offering, it is expected that

Reiten will hold 14 per cent of the Shares in the Company

(assuming that (i) the Offer Price is set at the mid-point

of the indicative price range, (ii) all the New Shares and

Sale Shares are sold in the IPO (including all the New

Shares offered at the reduced offer price in the employee

offering (as further explained below)) and (iii) the

Greenshoe Option is exercised in full). Based on the

assumptions set forth in (i) and (ii), it is expected that

the free float of the Company's Shares following completion

of the IPO, provided that Shares subject to lock-up

undertakings are not excluded from the free float, will be

up to 75 per cent of the share capital if the Greenshoe

Option is not exercised, and up to 81 per cent of the share

capital if the Greenshoe Option is exercised in full.

The Selling Shareholders will receive the proceeds from the

sale of the Sale Shares and the Company will receive the

proceeds from the sale of the New Shares. Reiten will

further receive the proceeds from any Shares sold by Reiten

pursuant to the Greenshoe Option and the Company will

receive the proceeds from any new Shares issued by the

Company pursuant to the Greenshoe Option. The Company

intends to use the net proceeds from the New Shares to

partially repay its senior facility arrangement with

SpareBank 1 SR-Bank ASA.

Reiten will enter into a customary lock-up agreement with

the Managers for the remainder of its shareholding in the

Company for a period of 180 days from the first day of

trading. The Company will, as part of the same agreement, be

subject to a lock-up period of 12 months from the same date.

Members of the Company's Board of Directors and management

team, as well as other executives, will be subject to a 12

month lock-up period from the first day of trading. In

addition, eligible employees acquiring Offer Shares in the

employee offering will be subject to a lock-up of two years

from the first day of trading for Offer Shares purchased at

the reduced offer price offered in the employee offering (as

further described below).

The terms and conditions for the Offering comprise:

(i) An institutional offering, in which Offer Shares are

being offered to (a) investors in Norway, (b) institutional

investors outside Norway and the United States, subject to

applicable exemptions from any applicable prospectus

requirements, and (c) investors in the United States who are

QIBs in transactions exempt from registration requirements

under the U.S. Securities Act. The institutional offering is

subject to a lower limit per application of NOK 2,000,000.

(ii) A retail offering, in which Offer Shares are being

offered to the public in Norway, subject to a lower limit

per application of NOK 10,500 and an upper limit per

application of NOK 1,999,999 for each investor. Investors

who intend to place an order in excess of NOK 1,999,999 must

do so in the institutional offering. The retail offering

will also comprise an offer to employees of Webstep AB,

subject to applicable exemptions from the obligation to

publish a prospectus.

(iii) An employee offering, in which Offer Shares are

being offered to eligible employees of Webstep and Webstep

AS, subject to a lower limit per application of NOK 15,000

and an upper limit per application of NOK 1,999,999 for each

eligible employee. Offer Shares in the employee offering

will be sold at the same price as in the institutional

offering and the retail offering, provided, however, that

the Offer Price will be reduced by 18 per cent for an

application amount per eligible employee between (i) NOK

15,000 and NOK 100,000 for management and certain other

executives, (ii) NOK 15,000 and NOK 50,000 for sellers and

advisors and (iii) NOK 15,000 and NOK 40,000 for the

remaining eligible employees, as the Offer Shares allocated

for such amounts (rounded down to the nearest whole Offer

Share) will be subject to lock-up (as described above). In

addition, each eligible employee will receive a fixed cash

discount of NOK 3,000 on the aggregate amount payable for

the Offer Shares allocated to such employee.

The further details of the IPO and the terms thereof will be

set out in the prospectus prepared by the Company in

connection with the IPO (the "Prospectus").

The Prospectus is expected to be approved by the Financial

Supervisory Authority of Norway today, 25 September 2017.

Subject to such approval, the book building period for the

institutional offering will commence on 26 September 2017 at

09:00 hours (CET) and end on 9 October 2017 at 16:00 hours

(CET), and the application period for the retail offering

and the employee offering will commence on 26 September 2017

at 09:00 hours (CET) and end on 9 October 2017 at 12:00

hours (CET), both subject to shortening or extensions. The

Prospectus will be published prior to the start of the book

building period and the application period.

The final number of Offer Shares and the final price per

Offer Share will be determined by the Company and Reiten, in

consultation with the Managers (as defined below), after

completion of the book building period for the institutional

offering.

The announcement of the final Offer Price is expected to

take place on or around 9 October 2017 with trading of the

Shares on the Oslo Stock Exchange expected to commence on or

around 11 October 2017 under the ticker "WSTEP".

Completion of the IPO is conditional upon the board of

directors of the Oslo Stock Exchange approving the

application for listing of the Shares in the Company in its

meeting expected to be held on 6 October 2017, as well as

the satisfaction of the conditions for admission to trading

to be set by the Oslo Stock Exchange, which are expected to

be that (a) the Company obtains a minimum of 500

shareholders each holding Shares with a value of more than

NOK 10,000, and (b) there is a minimum free float of the

Shares of 25%.

Completion of the IPO will further be conditional upon (i)

the Company and Reiten, in consultation with the Managers,

resolving to proceed with the Offering, (ii) the Company and

Reiten, in consultation with the Managers, having approved

the Offer Price and the allocation of the Offer Shares to

eligible investors following the book building process, and

(iii) the Managers not prior to the registration of the

share capital increase pertaining to the issuance of the New

Shares having terminated their commitment to pre-pay the

subscription amount for the New Shares. Ultimately, there

can be no assurance that these conditions will be satisfied.

The Prospectus will, subject to regulatory restrictions in

certain jurisdictions, be available at www.webstep.com,

www.arctic.com, www.sb1markets.no, www.sr-bank.no/markets,

from the commencement of the book building period and the

application period for the Offering tomorrow 26 September

2017 at 09:00 hours (CET). Hard copies of the Prospectus may

also be obtained free of charge from the same date by

contacting Webstep or one of the Managers.

Arctic Securities AS, SpareBank 1 Markets AS and SpareBank 1

SR-Bank ASA (jointly the "Managers"), are acting as joint

global coordinators and joint bookrunners in the Offering.

Advokatfirmaet Thommessen AS acts as legal counsel for the

Company and Reiten and Advokatfirmaet CLP DA acts as legal

counsel for the Managers.

Further announcements relating to the process will be made

in due course. The exact timing of the proposed IPO remains

subject to receiving the relevant approvals from the Oslo

Stock Exchange and the Financial Supervisory Authority of

Norway, as well as the prevailing equity capital market

conditions.

Enquiries

Kjetil Eriksen, CEO Webstep, +47 982 98 008

Anders Løken, CFO Webstep, +47 977 69 200

About Webstep ASA

Webstep ASA and its subsidiaries form the Webstep Group, a

high-end provider of IT consultancy services in Norway and

Sweden. Since its incorporation in 2000, the Webstep Group

has offered IT services designed to address its customers'

software needs by creating functional custom-made digital

tools and applications optimizing the customers' business

strategies. Webstep aims to be at the forefront of the

technological development and to assist its customers in

their digitalisation through the offering of cutting-edge IT

expertise. The Webstep Group's core digitalisation offering

consists of digitisation, cloud implementation, migration

and integration, in addition to its other core focus areas

Internet of Things (IoT), machine learning and analytics. An

important part of the Webstep Group's strategy is to employ

and offer only senior IT consultants with significant

experience. As of 30 June 2017, the Webstep Group employed

393 employees, of which 350 were IT consultants. For more

information visit www.webstep.com

Important Notice

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

offer for or invitation to sell or issue, or any

solicitation of an offer to purchase or subscribe for any

shares or any other securities nor shall it (or any part of

it) or the fact of its distribution, from the basis of, or

be relied upon in connection with, any contract therefor.

Copies of this announcement are not being made and may not

be published, distributed, transmitted or sent, directly or

indirectly, in or into the United States, Australia, the

Hong Kong Special Administrative Region of the People's

Republic of China, Canada, Japan, South Africa or any other

jurisdiction in which such distribution would be unlawful or

would require registration or other measures.

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 "Securities Act"), or any

securities laws of any state or other jurisdiction of the

United States and accordingly may not be offered or sold in

the United States absent registration or an applicable

exemption from the registration requirements of the

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 Securities Act.

Any offering of securities will be made by means of a

Prospectus that will contain detailed information about the

Company and its management, as well as financial statements.

This announcement is an advertisement and not a Prospectus

for the purposes of Directive 2003/71/EC, as amended

(together with any applicable implementing measures in any

Member State, the "Prospectus Directive"). Investors should

not subscribe for any securities referred to in this

announcement except on the basis of information contained in

the Prospectus.

In any EEA Member State other than Norway that has

implemented the Prospectus Directive, this communication is

only addressed to and is only directed at "qualified

investors" in that Member State within the meaning of

Article 2(1) (e) of the Prospectus Directive ("Qualified

Investors"), i.e., only to investors to whom an offer of

securities may be made without the requirement for the

Company to publish a Prospectus pursuant to Article 3 of the

Prospectus Directive in such EEA 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

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. 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 Norwegian

market, 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 guarantee that the assumptions underlying the

forward-looking statements in this presentation are free from

errors nor does it accept any responsibility for the future

accuracy of the opinions expressed in this presentation or

any obligation to update or revise the statements in this

presentation to reflect subsequent events. You should not

place undue reliance on the forward-looking statements in

this document.

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.

This announcement does not constitute a recommendation

concerning the IPO. The price and value of securities and

any income from them can go down as well as up. Past

performance is not a guide to future performance.

Information in this announcement or any of the documents

relating to the IPO cannot be relied upon as a guide to

future performance. There is no guarantee that the listing

on Oslo Børs will occur and you should not base your

financial decisions on the Company's intentions in relation

to the listing at this stage. Potential investors should

consult a professional advisor as to the suitability of the

IPO for the entity concerned.