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, 11 October 2017: Reference is made to the stock exchange notice published
on 10 October 2017, in which Webstep ASA ("Webstep", the "Company", ticker:
WSTEP) announced the successful completion of its initial public offering (the
"Offering" or the "IPO").
Arctic Securities AS (the "Stabilisation Manager") may, on behalf of the
Managers (as defined below), engage in stabilisation activities of the shares of
Webstep (the "Shares") from today 11 October 2017 to and including 9 November
2017 (the "Stabilisation Period"). Any stabilisation activities are aimed to
support the market price of the Shares.
In connection with the Offering, the Managers have over-allotted 2,155,879
Shares in the Company to the applicants in the Offering, which equal
approximately 15% of the number of Shares sold in the Offering before over
-allotments. In order to permit delivery of the over-allotted Shares, the
Stabilisation Manager has borrowed a number of Shares equal to the number of
over-allotted Shares from Reiten & Co Capital Partners VII LP, represented by
its general partner Reiten & Co Capital Partners VII GP Ltd ("RCP").
Further, RCP and the Company have given the Stabilisation Manager, on behalf of
the Managers, a greenshoe option (the "Greenshoe Option") to purchase from RCP
up to 1,437,252 Shares and to subscribe for up to 718,627 new Shares to be
issued by the Company, all at a price per Share of NOK 24.50, which is equal to
the offer price in the Offering. The Greenshoe Option may be exercised at any
time, in whole or in part, during the Stabilisation Period. The portion of the
Greenshoe Option given by RCP shall be exercised in full before the portion of
the Greenshoe Option given by the Company may be exercised. The Stabilisation
Manager may close out the short position created through the over-allotment of
Shares by buying Shares in the market through stabilisation activities and/or by
exercising the Greenshoe Option.
The Stabilisation Manager or its agents, on behalf of the Managers, may effect
transactions with a view to support the market price of the Shares at a level
higher than what might otherwise prevail, through buying Shares in the open
market at prices equal to or lower than (but not above) the Offer Price. There
is no obligation on the Stabilisation Manager to conduct stabilisation
activities and there is no assurance that stabilisation activities will be
undertaken. Such stabilising activities, if commenced, may be discontinued at
any time, and will in any event be brought to an end at the end of the
Within one week after the end of the Stabilisation Period, the Stabilisation
Manager will publish information through the information system of Oslo Børs
under the Company's ticker as to whether or not price stabilisation activities
were undertaken. If stabilisation activities were undertaken, the information
will also include information about: (i) the total amount of Shares purchased;
(ii) the date on which the stabilisation started; (iii) the date on which
stabilisation last occurred; and (iv) the price range within which stabilisation
was carried out, for each of the dates during which stabilisation transactions
were carried out, as well as the highest, lowest and average price paid during
the Stabilisation Period.
RCP, the Company and the Managers have agreed that any profit resulting from
stabilisation activities conducted by the Stabilisation Manager, on behalf of
the Managers, will be for the account of RCP and the Company (with 2/3 for RCP
and 1/3 for the Company).
Any stabilisation activities will be conducted in accordance with Section 3-12
of the Norwegian Securities Trading Act and Commission Regulation (EC) No.
2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the
Council as regards exemptions for buy-back programmes and stabilisation of
For further details see the prospectus dated 25 September 2017 issued by Webstep
in connection with the Offering and the listing of the Shares on Oslo Børs.
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.
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)
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
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.
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").
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
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.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.