Zalaris

Share Issue/Capital Change • Jun 5, 2014

Zalaris ASA launches Initial Public Offering

Zalaris ASA launches Initial Public Offering

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,

AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS

STOCK EXCHANGE NOTICE

Zalaris ASA launches Initial Public Offering

Oslo, 5 June 2014: Zalaris ASA ("Zalaris" or "the

Company") launches an initial public offering

(the "Offering") of its shares following its recent

application for admission for trading and listing on

the Oslo Stock Exchange, alternatively Oslo Axess

(the "Listing", and together with the Offering,

the "IPO").

In the Offering, Zalaris will offer new shares with

gross proceeds of up to NOK 50 million, and existing

shareholders will offer minimum 4,732,306 and maximum

6,318,506 secondary shares.

In connection with the Offering, the Company will

grant the joint bookrunners (ABG Sundal Collier Norge

ASA and Nordea Markets) a right to over-allot a

number of shares equalling up to 15% of the number of

shares allocated in the Offering, and certain of the

existing shareholders will grant the joint

bookrunners a right to borrow a corresponding number

of shares in order to permit delivery in respect of

over-allotments made, if any. In order to cover any

short positions from such over-allotments made (and

not otherwise covered), such shareholders will

further grant the joint bookrunners a right to buy,

at the offer price, a number of shares equalling the

number of over-allotted shares.

The current largest shareholder of Zalaris is Nordic

Capital Partners IV AS ("NCP IV"), holding 50.5% of

the shares. NCP IV aims to sell up to 50% of its

shareholding (including over-alloted shares) in the

Company in the Offering. Further, subject to

completion of the Offering, it is expected that its

remaining shares in the Company will be distributed

to its shareholders. NCP IV will accordingly not be a

shareholder in Zalaris following the IPO. In

addition, a number of shareholders in the Company,

which in aggregate represent the majority of the

share capital, aim to sell up to 50% (including over-

alloted shares) of their shares in the Offering.The

indicative price range has been set at NOK 20 to NOK

26 per offer share, implying a market capitalization

of Zalaris prior to the Offering (based on the

16,950,350 shares in issue) of between NOK 339

million and NOK 441 million. Based on the midpoint of

the indicative price range, the total value of the

Offering, including the over-allotment facility, is

expected to amount to approx. NOK 206 million. The

final offer price per offer share may, however, be

set within, above or below the indicative price range.

The net proceeds from the sale of the new shares will

primarily be used to strengthen the Company's balance

sheet.

The selling shareholders will enter into lock-up

agreements with the joint bookrunners pursuant to

which they will agree not to offer, sell, contract,

pledge or otherwise dispose of shares in the Company

for a period of 180 calendar days, or with respect to

selling shareholders who are members of, or

controlled by members of, the board of directors or

the management, 360 calendar days, following the

first day of trading of the shares on the Oslo Stock

Exchange, alternatively Oslo Axess, without the prior

written consent of the joint bookrunners.

The Company is in the process of preparing a

prospectus in connection with the IPO

(the "Prospectus") which is expected to be published

on or about 6 June 2014, subject to approval by the

Financial Supervisory Authority of Norway. The

Prospectus will set out the terms and conditions for

the Offering which will comprise:

(a) a private placement to (i) to institutional

and professional investors in Norway, (ii) to

investors outside Norway and the United States

subject to applicable exemptions from local

prospectus or other filing requirements, and (iii) in

the United States, to "qualified institutional

buyers" ("QIBs") as defined in, and in reliance on,

Rule 144A under the US Securities Act, subject to a

lower limit per application of NOK 1,000,000

(the "Institutional Offering"), and

(b) a retail offering to the public in Norway

subject to a minimum application amount of NOK 10,500

and a maximum application amount of NOK 999,999,

where each investor will receive a discount of NOK

1,500 on the aggregate amount payable for shares

allocated to such investor (the "Retail Offering").

The bookbuilding period for the Institutional

Offering is expected to take place from 9:00 a.m. CET

on 9 June to 4:30 p.m. CET on 18 June 2014 and the

application period for the Retail Offering will

commence at 9:00 a.m. CET on 9 June 2014 and expire

at 12:00 noon CET on 18 June 2014, subject to

shortening or extension.

The final offer price per offer share, and the final

number of offer shares, will be determined by the

Company in consultation with the joint bookrunners

after completion of the bookbuilding period for the

Institutional Offering.

Completion of the Offering is conditional on (i) the

Company's listing application being approved by the

board of directors of Oslo Børs ASA, (ii) any

conditions for such approval being fulfilled by the

Company and (iii) the board of directors of the

Company and certain of the selling shareholders, at

their sole discretion, in consultation with the joint

bookrunners, resolving to sell and issue the offer

shares and complete the Offering. If any of these

conditions are not met, the Offering will be

cancelled, all orders for offer shares will be

disregarded, any allocations made will be deemed not

to have been made and payments made by investors will

be returned without interest.

The pricing of the Offering is expected to be

announced on or about 19 June 2014 and trading of the

shares on Oslo Stock Exchange, alternatively Oslo

Axess, is expected to commence on or around 20 June

2014 under the ticker symbol "ZAL".

The terms and conditions of the Offering will be

presented in the Prospectus which is expected to be

published on or about 6 June 2014. The Prospectus is,

subject to regulatory restrictions in certain

jurisdictions, expected to be available at

www.abgsc.no and www.nordeamarkets.com from the

commencement of the bookbuilding period in the

Offering. Hard copies of the Prospectus, once

published, may also be obtained free of charge from

the same date by contacting the Company or one of the

managers.

ABG Sundal Collier Norge ASA and Nordea Markets are

acting as joint lead managers and bookrunners in

connection with the listing and the Offering.

Contact persons:

Hans-Petter Mellerud (CEO)

Phone: +47 928 97 276

Email: hans-petter.mellerud@zalaris.com

Narve Reiten (Board member)

Phone: +47 924 33 320

Email: nr@reitenco.no

About Zalaris

Zalaris excels in delivering comprehensive cloud-

based HR and payroll services. The company is

certified as an SAP Business Process Outsourcing

(BPO) Partner and is a leading SAP Human Capital

Management (HCM) and SuccessFactors consulting

partner. Founded in 2000, Zalaris today operates in

Denmark, Estonia, Finland, India, Latvia, Lithuania,

Norway, Poland and Sweden, including local-language

service centers with extensive expertise in HR-

related laws and regulations. Learn more at

www.zalaris.com.

Important information:

These materials are not an offer for sale of

securities.

Copies of this announcement are not being made and

may not be distributed or sent into the United

States, Canada, Australia, Hong Kong, Japan or any

other jurisdiction in which such distribution would

be unlawful or would require registration or other

measures.

The securities have not been registered under the

U.S. Securities Act of 1933, as amended

(the "Securities Act"), and may not be offered or

sold in the United States absent registration or an

exemption from the registration requirements of the

Securities Act. 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 offering of securities will be made by means of a

prospectus that may be obtained from the issuer or

the joint lead managers and that will contain

detailed information about the company and

management, as well as financial statements. This

document is an announcement and not a prospectus for

the purposes of Directive 2003/71/EC (together with

any applicable implementing measures in any Member

State, the "Prospectus Directive"). Investors should

not subscribe for any securities referred to in this

document 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 the Prospectus Directive, i.e.,

only to investors who can receive the offer without

an approved prospectus in such EEA Member State.

This communication is only being distributed to and

is only directed at (i) persons who are outside the

United Kingdom or (ii) to investment professionals

falling within Article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion)

Order 2005 (the "Order") or (iii) above together

being referred to as "relevant persons"). The

securities are only available to, and any invitation,

offer or agreement to subscribe, purchase or

otherwise acquire such securities will be engaged in

only with, relevant persons. Any person who is not a

relevant person should not act or rely on this

document or any of its contents.

Matters discussed in this release 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," "intends," "esti

mate," "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.

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 information, opinions and forward-looking

statements contained in this release speak only as at

its date, and are subject to change without notice.