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NRC Group ASA Prospectus NRC Group ASA (a public limited liability company organized under the laws of the Kingdom of Norway) Business registration number: 910 686 909 Subsequent Offering of up to 375,000 Offer Shares Subscription Price: NOK 40 per Offer Share Subscription Period: From 7 December 2015 to 18 December 2015 at 16:30 CET Listing of up to 4,460,250 new shares on the Oslo Stock Exchange, out of which 1,605,000 shares have been issued in Tranche 2 of a completed private placement (the “Private Placement”), 2,480,250 shares issued in connection with the acquisitions of Segermo Entreprenad Aktiebolag (“Segermo”) (the “Consideration Shares”) and up to 375,000 shares will be issued connection with a subsequent offering (the “Offer Shares”), all with a nominal value of NOK 1 per share. NRC Group ASA (the “Company”, together with its subsidiaries the “Group”) is offering up to 375,000 Offer Shares in the Company with a nominal value of NOK 1 each at a subscription price of NOK 40 per Offer Share (the “Subsequent Offering”). Holders of the Company’s shares (the “Shares”) as of 9 November 2015, as registered in the Norwegian Securities Depository (the “VPS”) as of 11 November 2015 (the “Record Date”) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action and who were not allocated Shares in the Private Placement (the “Eligible Shareholders”) are being granted non-tradable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. Eligible Shareholders will be granted 0.0639 Subscription Rights for each Share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share. The subscription period commences on 7 December 2015 and expires on 18 December 2015 at 16:30 CET (the “Subscription Period”). Subscription Rights that are not used to subscribe for Offer Shares before expiry of the Subscription Period will have no value and will lapse without compensation. The Company is not taking any action to permit a public offering of the Subscription Rights or the Offer Shares in any jurisdiction outside Norway. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers of the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made. For more information regarding restrictions in relation to the Subsequent Offering pursuant to this Prospectus, please see Section 16 “Selling And Transfer Restrictions ”. Investing in the Company’s shares, including the Offer Shares involves certain risks. See Section 2 “Risk Factors ”. Managers: Arctic Securities Carnegie DNB Markets 4 December 2015 Prospectus – NRC Group ASA IMPORTANT INFORMATION For the definition of certain capitalised terms used throughout this Prospectus, please see Section 18 “Definitions And Glossary Of Terms” which also applies to the front page. Readers are expressly advised that the Shares are exposed to financial and legal risk and they should therefore read this Prospectus in its entirety, in particular Section 2 “Risk Factors”. The contents of this Prospectus are not to be construed as legal, financial or tax advice. Each reader should consult his, her or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. This Prospectus, dated 4 December 2015 has been prepared by NRC Group ASA in order to provide a presentation of the Group in connection with the listing of 1,605,000 Shares issued in Tranche 2 of the Private Placement, the Consideration Shares and the offering and listing of the Offer Shares in the Subsequent Offering. This Prospectus has been prepared to comply with the Securities Trading Act sections 7-2 and 7-3 and related legislation and regulations, including the Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council. This Prospectus has been prepared solely in the English language. The Prospectus has been reviewed by the Financial Supervisory Authority of Norway (the “Norwegian FSA”) on 4 December 2015 in accordance with the sections 7-7 and 7-8 cf. sections 7-2 and 7-3 of the Norwegian Securities trading Act. The approval given by the Norwegian FSA only relates to the Company’s descriptions pursuant to a pre-defined checklist of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. This Prospectus is valid for a period of 12 months from the date of approval by the Norwegian FSA. The information contained herein is as of the date of this Prospectus and subject to change, completion and amendment without notice. In accordance with section 7-15 of the Securities Trading Act, any new circumstance, material error or inaccuracy relating to information included in this Prospectus, which may have significance for the assessment of the Shares, and arises between the date of this Prospectus and before the Offer Shares are listed on the Oslo Stock Exchange, will be presented in a supplement to this Prospectus. Publication of this Prospectus shall not create any implication that there has been no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. All inquiries relating to this Prospectus must be directed to the Company. No other person is authorised to give information or to make any representation in connection with the listing of the 1,605,000 Shares issued in Tranche 2 of the Private Placement, the Consideration Shares or the offering and listing of the Offer Shares. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by any of the employees, affiliates or advisers of any of the foregoing. No action has been or will be taken in any jurisdiction other than Norway by the Company that would permit the possession or distribution of this Prospectus, any documents relating thereto, or any amendment or supplement thereto, in any country or jurisdiction where this is unlawful or specific action for such purpose is required. The distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus may come are required by the Company to inform themselves about and to observe such restrictions. The Company shall not be responsible or liable for any violation of such restrictions by prospective investors. The restrictions and limitations listed and described herein are not exhaustive, and other restrictions and limitations in relation to this Prospectus that are not known or identified at the date of this Prospectus may apply in various jurisdictions. This Prospectus serves as a listing prospectus as required by applicable laws and regulations only. This Prospectus does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it. The securities described herein have not been and will not be registered under the US Securities Act of 1933 as amended (the “US Securities Act”), or with any securities authority of any state of the United States. Accordingly, the securities described herein may not be offered, pledged, sold, resold, granted, delivered, allotted, taken up, or otherwise transferred, as applicable, in the United States, except in transactions that are exempt from, or in transactions not subject to, registration under the US Securities Act and in compliance with any applicable state securities laws. This Prospectus is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of this Prospectus is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue in the first instance. Prospectus – NRC Group ASA TABLE OF CONTENTS 1. EXECUTIVE SUMMARY ........................................................................................................................... 4 2. RISK FACTORS ......................................................................................................................................... 13 3. STATEMENTS ........................................................................................................................................... 19 4. THE CONSIDERATIONS SHARES .......................................................................................................... 21 5. THE PRIVATE PLACEMENT ................................................................................................................... 23 6. THE SUBSEQUENT OFFERING .............................................................................................................. 25 7. PRESENTATION OF THE COMPANY AND ITS BUSINESS ................................................................ 32 8. MARKET ANALYSIS ................................................................................................................................ 41 9. ORGANISATION, BOARD OF DIRECTORS AND MANAGEMENT ................................................... 52 10. FINANCIAL INFORMATION ................................................................................................................... 57 11. UNAUDITED PRO FORMA
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