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Dato/tid 11.10.2017 07:55
Utsteder Crayon Group Holding ASA
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Tittel Crayon announces its intention to launch an Initial Public Offering and apply for a listing on the Oslo Stock Exchange
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN 
OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG 
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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.

Crayon announces its intention to launch an Initial Public 
Offering and apply for a listing on the Oslo Stock Exchange

Oslo, 11 October 2017: Crayon Group Holding ASA* (together 
with its subsidiaries "Crayon" or the "Company") today 
announces its intention to launch an Initial Public Offering 
(the "IPO") and to apply for a listing on the Oslo Stock 
Exchange. 

Crayon is a leading software license lifecycle management 
company. The Company is a strategic partner for the world's 
leading software developers (e.g. Microsoft, Amazon and IBM) 
and advises its clients on optimising software spending 
through the software lifecycle. This includes planning, 
purchasing, deployment and compliance of software, resale of 
software and assisting clients with selective deployment of 
modern IT solutions. Crayon is experiencing strong demand 
for its services on the back of the evolving digital 
transformation into the cloud, the accompanied increased IT 
complexity, and IT spending becoming a larger share of 
companies cost base. 

Crayon was founded in 2002 and listed on Oslo Børs following 
the merger with Inmeta in 2011 until completion of the 
voluntary offer for the shares in the Company by Norvestor 
VI L.P. ("Norvestor") in 2012. After the delisting, Crayon 
has focused on international expansion. From 2014-2016 
Crayon invested approximately NOK 280 million in expanding 
globally and developing its IP solutions, and now the 
Company is set to harvest the benefits as expansion markets 
matures. At the same time, EBITDA from the core markets in 
the Nordics is at record high. The Company is now present 
across 21 countries worldwide with headquarters in Oslo, 
Norway. As of 30 June 2017, Crayon had 1,079 employees.

Crayon has grown revenues from NOK 2,047 million in 2012 to 
NOK 6,015 million in 2016, representing an annual growth 
rate (CAGR) of 31% over the period. The strong momentum has 
continued into H1 2017 with Crayon growing revenues by 18% 
compared to H1 2016. Crayon reported gross profit of NOK 
1,128 million and Adjusted EBITDA** of NOK 105 million in 
2016. Gross profit and Adjusted EBITDA** last twelve months 
as of Q2 2017 was NOK 1,175 million and NOK 134 million, 
respectively.

Company Highlights

- Operating in an attractive market with digitalisation 
accelerating software growth and complexity
- Uniquely positioned to aid customers reduce costs and 
optimise software ROI
- Resilient business model with high share of recurring 
revenue and loyal customer base
- Ready to harvest on recent successful international 
expansion

Torgrim Takle, CEO of Crayon, commented:

"I am very proud of the strong growth the Crayon team has 
demonstrated over a long period of time and the successful 
development from being a Norwegian licensing provider to 
having global ambitions and becoming a valued go-to-market 
partner for global software vendors. I am also very excited 
about the future of Crayon - we have invested in global 
expansion, and we are now set to reap the benefits as the 
expansion markets mature. We look forward to offering new 
shareholders the opportunity to invest in Crayon's growth."

Henning Vold, Partner in Norvestor Equity AS and Chairman of 
the Board of Crayon, commented:

"Norvestor sponsored the delisting of Crayon in 2012 to back 
an ambitious growth plan. From a Nordic base the Company has 
established a global position in 21 countries and is an 
important partner for the large software vendors. The IPO is 
a natural next step in the Company's development and marks 
the beginning of a new phase in which the Company is set to 
harvest from investments made. The IPO will help the Company 
to secure a broader, long-term shareholder base, and we look 
forward to inviting new shareholders to join Norvestor as 
owners. In addition, the listing will provide access to the 
capital markets and enhance Crayon's visibility among 
potential partners."

Offering Highlights

The IPO will comprise a public offering in Norway and a 
private placement to institutional and other professional 
investors in Norway and outside Norway subject to applicable 
exemptions from prospectus and other filing requirements. 
The current majority owner, Norvestor, intends to reduce its 
ownership in the Company through a secondary sale of shares 
in the contemplated IPO, but will remain a significant 
shareholder after the IPO. In addition to the secondary 
sale, the Company is aiming to conduct an offering of new 
shares raising gross proceeds of approximately NOK 300 
million in order to reduce leverage and provide the Company 
with additional flexibility to support the Company's growth 
strategy, including accretive acquisitions. The Company is 
expected to apply approximately NOK 150 million of the net 
proceeds from an offering of new shares to prepay parts of 
its outstanding FRN Senior Secured Bonds 2017/2020 (ISIN: 
NO0010789985) by utilising the Equity Claw-Back as per the 
bond agreement. 

The IPO will further support Crayon's strategy and growth 
plan, and is expected to secure a sustained strong, diverse 
and long-term shareholder base. 

Completion of the IPO will be subject to receiving the 
relevant approvals from Oslo Stock Exchange and the 
Norwegian Financial Supervisory Authority, as well as 
prevailing equity capital market conditions.

Carnegie AS and DNB Markets, a part of DNB Bank ASA, are 
acting as Joint Global Coordinators and Joint Bookrunners in 
the IPO; Danske Bank A/S, Norwegian branch is acting as 
Joint Bookrunner and Sparebank 1 Markets AS is acting as 
Joint Lead Manager (hereinafter together referred to as 
the "Managers").

Advokatfirmaet Thommessen AS is acting as Norwegian legal 
counsel to the Company. Advokatfirmaet BA-HR DA is acting as 
Norwegian legal counsel to the Managers.

Further announcements relating to the process will be made 
in due course.

Enquiries

Torgrim Takle, CEO
torgrim.takle@crayon.com, +47 951 40 782

Knut Ansten, CFO
knut.ansten@crayon.com, +47 994 59 086

Note (*):The current registered name of the Company is 
Crayon Group Holding AS, but it plans to change its name to 
Crayon Group Holding ASA and to register as a public limited 
liability company (ASA) prior to the IPO.

Note (**): Adjusted EBITDA is reported EBITDA adjusted for 
exceptional items. Exceptional items were NOK 13 million in 
2016 and NOK 13 million last twelve months as of Q2 2017.

Important Notice

United States
These materials may not be published, distributed or 
transmitted in the United States, Canada, Australia, the 
Hong Kong Special Administrative Region of the People's 
Republic of China, South Africa or Japan. These materials do 
not constitute an offer of securities for sale or a 
solicitation of an offer to purchase securities 
(the "Shares") of Crayon Group Holding ASA (the "Company") 
in the United States, Norway or any other jurisdiction. The 
Shares of the Company may not be offered or sold in the 
United States absent registration or an exemption from 
registration under the U.S. Securities Act of 1933, as 
amended (the "Securities Act"). The Shares of the Company 
have not been, and will not be, registered under the 
Securities Act. Any sale in the United States of the 
securities mentioned in this communication will be made 
solely to "qualified institutional buyers" as defined in 
Rule 144A under the Securities Act.

European Economic Area
Any offering of securities will be made by means of a 
prospectus to be published that may be obtained from the 
issuer or selling security holder, once published, and that 
will contain detailed information about the Company and its 
management, as well as financial statements. 
These materials are 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 these 
materials except on the basis of information contained in 
the prospectus.

In any EEA Member State other than Norway (from the time the 
prospectus has been approved by the Financial Supervisory 
Authority of Norway, in its capacity as the competent 
authority in Norway, and published in accordance with the 
Prospectus Directive as implemented in 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. 

United Kingdom
In the United Kingdom, these materials are only being 
distributed to and are only directed at Qualified Investors 
who (i) are 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) are persons falling within Article 49(2)(a) to (d) 
of the Order (high net worth companies, unincorporated 
associations, etc.) (all such persons together being 
referred to as "Relevant Persons"). These materials are 
directed only at Relevant Persons and must not be acted on 
or relied on by persons who are not Relevant Persons. Any 
investment or investment activity to which this document 
relates is available only to Relevant Persons and will be 
engaged in only with Relevant Persons.

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