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Webstep — Director's Dealing 2017
Oct 3, 2017
3788_rns_2017-10-03_e57d0cdf-2b28-4a26-9bc8-4a4386608509.html
Director's Dealing
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Webstep - Applications by primary insiders in the IPO
Webstep - Applications by primary insiders in the IPO
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Oslo, 3 October 2017: Reference is made to the stock exchange announcement of 26
September 2017, whereby Webstep ASA ("Webstep" or the "Company", OSE ticker
"WSTEP") announced the commencement of its initial public offering of its shares
(the "IPO").
The following primary insiders of the Company have applied for shares in the
IPO:
- Klaus-Anders Nysteen (Chair of the Board), through his closely
related party Nysteen Invest AS, has applied for offer shares for a total amount
NOK 500,000.
- Kjetil Eriksen (Chief Executive Officer) has applied for offer shares
for a total amount of NOK 100,000.
- Anders Håvik Løken (Chief Financial Officer) has applied for offer
shares for a total amount of NOK 100,000.
- Arnt Roger Aasen (Director - Communication) has applied for offer
shares for a total amount of NOK 100,000.
- Marianne Styrman (Director - Internet of Things) has applied for
offer shares for a total amount of NOK 400,000.
- Jakob Cardell (Managing Director Sweden) has applied for offer shares
for a total amount of NOK 588,000.
- Anders Bjørnestad (Observer to the Board) has applied for offer
shares for a total amount of NOK 50,000.
- Ole Jørgen Kirkeluten (Observer to the Board) has applied for offer
shares for a total amount of NOK 40,000.
- Eje Thorarinsson (Board member Webstep AB) has applied for offer
shares for a total amount of NOK 100,000.
The applications have been made according to the terms and conditions for the
IPO described in the prospectus dated 25 September 2017 (the "Prospectus")
prepared in connection with the IPO.
In the employee offering, Kjetil Eriksen, Anders Håvik Løken, Arnt Roger Aasen,
Marianne Styrmann, Anders Bjørnestad and Ole Jørgen Kirkeluten will receive full
allocation for their applications up to and including the application amount for
which they will be offered the reduced offer price (i.e. application amounts up
to NOK 100,000 for Kjetil Eriksen, Anders Håvik Løken, Arnt Roger Aasen and
Marianne Styrmann, NOK 50,000 for Anders Bjørnestad and NOK 40,000 for Ole
Jørgen Kirkeluten) as further described in the Prospectus. Further, members of
management, other employees of the Webstep group and members of the Board of
Directors may be given full allocation for the offer shares applied for in the
IPO, at the discretion of the Company and the lead selling shareholder Reiten &
Co Capital Partners VII LP represented by Reiten & Co Capital Partners VII GP
Ltd., in consultation with the Managers (as defined below).
Marianne Styrmann has a bonus agreement with the Company pursuant to which she
has undertaken to reinvest NOK 300,000 in the IPO, and Jakob Cardell has bonus
agreement with the Company pursuant to which he has undertaken to reinvest NOK
488,000 in the IPO.
The shares allocated to primary insiders will be subject to a lock-up
undertaking with the Managers for a period of 12 months from the first day of
trading, subject to certain exemptions. In addition, shares allocated to
eligible employees in the employee offering will be subject to a lock-up
undertaking of 24 months from the first day of trading. Reference is made to the
Prospectus for further details.
The Prospectus is, subject to regulatory restrictions in certain jurisdictions,
available at www.webstep.com, www.arctic.com, www.sb1markets.no and www.sr
-bank.no/markets.
Arctic Securities AS, SpareBank 1 Markets AS and SpareBank 1 SR-Bank ASA,
Markets (jointly the "Managers"), are acting as joint global coordinators and
joint bookrunners in the Offering.
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 (http://www.webstep.no)
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.
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.