Oslo, 12 May 2021: Reference is made to the stock exchange release from ECIT AS (“ECIT” or
the “Company”) on 10 May 2021 regarding the terms for the offering of shares (the “Offering”)
and subsequent admission to trading on Euronext Growth Oslo (the “Listing”).
ECIT is pleased to announce that the Offering has been successfully completed with the
allocation of 91,250,000 Offer Shares (as defined below) at a price of NOK 8.00 per Offer Share
(the "Offer Price"), resulting in a total transaction size of NOK 730 million.
Peter Lauring, CEO and founder of the Company, comments: “We are grateful for the initial
public reception of ECIT and look forward to be listed on Euronext Growth. Going forward ECIT
will focus on business development, improving the organisation and profitable growth in order to
create value for customers and shareholders”.
The Offering in summary:
• The Offering comprised of a primary offering of 50,000,000 new Class B shares (the "New
Shares") raising gross proceeds of NOK 400 million and a secondary offering of
35,000,000 existing Class B shares (the "Sale Shares"), equating to NOK 280 million.
• In addition, the Managers (as defined below) have over-allocated 6,125,000 additional
new Class B shares (the “Additional Shares” and, together with the New Shares and
the Sale Shares, the “Offer Shares”) raising an additional NOK 50 million to the Company
in the event of a full-exercise of the Overallotment-Option (as defined below).
• The Company intends to use the net proceeds from the issuance of the New Shares to
finance the Company's acquisition of approximately 15% of relevant minority interests in
the Company's subsidiaries, future acquisitions and for general corporate purposes.
• Two cornerstone investors have been allocated a total of NOK 400 million in the Offering;
i) Paradigm Capital AG (NOK 200 million) and ii) Varner Kapital AS (NOK 200 million).
Furthermore, Peter Lauring, has been allocated 1,000,000 Offer Shares in the Offering.
• The Sale Shares was sold by a wide group of existing shareholders (the “Selling
Shareholders”).
• There will be in total 442,361,753 shares in ECIT in issue following the issuance of the
New Shares, resulting in a post-money market capitalisation of the Company of NOK
3,539 million based on the Offer Price (before any exercise of the Over-Allotment Option.
• The first day of trading on Euronext Growth Oslo is expected to be on or about Thursday
20 May 2021 under the trading symbol "ECIT” (subject to the necessary approvals from
the Oslo Stock Exchange and the registration of the Company’s shares in the Norwegian
Central Securities Register, VPS).
Allocation to investors will be communicated on 14 May 2021 and the Offering is expected to be
settled by the Managers on a delivery-versus-payment basis on or about 20 May 2021.
The Company, the Selling Shareholders, members of the Company's board of directors and
management as well as the vast majority of other existing shareholders have entered into
customary lock-up arrangements with the Joint Global Coordinators that will restrict, subject to
certain exceptions, their ability to, without the prior written consent of the Joint Global
Coordinators, issue, sell or dispose of shares, as applicable, for a period of six months for the
Company and Selling Shareholders and 12 months for members of the Company's board of
directors and management, after the Listing.
The Company has granted Arctic Securities AS (the “Stabilisation Manager”), acting on behalf
of the Managers, an option to subscribe for and have issued at the Offer Price a number of new
Class B shares equal to the number of Additional Shares to cover short positions resulting from
any over-allotments made (the “Over-allotment Option”). This option must be exercised by the
Managers no later than the 30th day following commencement of trading on Euronext Growth
Oslo. The Stabilisation Manager, on behalf of the Managers, may (but will be under no obligation
to) effect stabilisation activities in accordance with the EU Market Abuse Regulation with
supplemental rules, in a period of 30 days from the first day of trading on Euronext Growth Oslo
in order to support the market price of the shares. However, stabilisation action may not
necessarily occur and may cease at any time. Any stabilisation action may begin on or after the
date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be
ended at any time, but it must end no later than 30 days after that date. Stabilisation may result
in a price of the shares that is higher than might otherwise prevail, and the price may reach a
level that cannot be maintained on a permanent basis.
Advisers
ABG Sundal Collier ASA and Arctic Securities AS are acting as Joint Global Coordinators and
Joint Bookrunners in respect to the Offering and Listing (the “Joint Global Coordinators”).
Skandinaviska Enskilda Banken AB (publ.) (Oslo branch) is acting as Joint Bookrunner in respect
to the offering (together with the JGCs the "Managers").
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company. Advokatfirmaet
Thommessen AS is acting as legal counsel to the Managers.
Important Notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer
to purchase, any securities of the Company. The distribution of this announcement and other
information may be restricted by law in certain jurisdictions. Copies of this announcement are not
being made and may not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
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"), 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 or its securities 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.
In any EEA Member State, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e.,
only to investors who can receive the offer without an approved prospectus in such EEA Member
State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended
together with any applicable implementing measures in any 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.
atters discussed in this announcement may constitute forward-looking statements. Forwardlooking 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 investment levels and need for the Company's
services, changes in the general economic, political and market conditions in the markets in which
the Company operates, 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 provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are free from errors
nor does it accept any responsibility for the future accuracy of the opinions expressed in this
announcement or any obligation to update or revise the statements in this announcement 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 forwardlooking statements to reflect events that occur or circumstances that arise in relation to the content
of this announcement.
Neither of the Joint Global Coordinators nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none of them
accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution
for the exercise of independent judgment. It is not intended as investment advice and under no
circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy
any securities or a recommendation to buy or sell any securities in the Company. Neither the
Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from
the use of this announcement.
