MULTICONSULT ASA Initial Public Offering of up to 10,600,000 Shares
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MULTICONSULT ASA Initial public offering of up to 10,600,000 Shares with an indicative price range of NOK 75 to NOK 78 per Share Listing of the Company's Shares on Oslo Børs This Prospectus (the "Prospectus") has been prepared by Multiconsult ASA, a public limited liability company incorporated under the laws of Norway (the "Company" and together with its subsidiaries and affiliated companies "Multiconsult" or the "Group"), solely for use in connection with (i) the initial public offering of up to 10,600,000 shares of the Company (the "Offering") and (ii) the related listing of the Company's shares (the "Shares") on Oslo Børs (the "Listing"). The Shares included in the Offering (the "Offer Shares") are offered by Stiftelsen Multiconsult (the "Lead Selling Shareholder"), a financial foundation organised under the laws of Norway and certain other shareholders as listed and described in Section 11 "The selling shareholders" (collectively, the "Selling Shareholders"). The Company will not receive any of the proceeds from the Offer Shares sold by the Selling Shareholders. The Offering consists of: (i) a private placement to (a) investors in Norway, (b) institutional investors outside Norway and the United States of America (the "U.S." or the "United States"), subject to applicable exemptions from applicable prospectus requirements, and (c) "qualified institutional buyers" ("QIBs") in the United States as defined in, and in reliance on, Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") (the "Institutional Offering"), and (ii) a retail offering to the public in Norway (the "Retail Offering"). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act ("Regulation S"). In addition, the Lead Selling Shareholder has granted Arctic Securities AS ("Arctic" or the "Stabilisation Manager") an option to purchase up to 1,600,000 additional Shares (the "Additional Shares"), exercisable, in whole or in part, within a 30‐day period commencing at the time trading in the Shares commences on Oslo Børs to cover any over‐allotments made in connection with the Offering on the terms and subject to the conditions described in this Prospectus (the "Over‐Allotment Option"). Assuming the Over‐Allotment Option is exercised in full, the Offering will amount to 12,200,000 Shares. The price (the "Offer Price") at which the Offer Shares are expected to be sold is indicatively set to be between NOK 75 and NOK 78 per Offer Share (the "Indicative Price Range"). The Offer Price may be set within, below or above the Indicative Price Range. The Offer Price will be determined through a bookbuilding process and will be set by the Lead Selling Shareholder and the Company, in consultation with the Managers. See Section 17 "Terms of the Offering" for further information on how the Offer Price is set. The Offer Price, and the number of Offer Shares sold in the Offering, is expected to be announced through a stock exchange notice on or before 22 May 2015 at 07:30 hours (Central European Time, "CET"). The offer period for the Institutional Offering (the "Bookbuilding Period") will commence at 09:00 hours (CET) on 11 May 2015 and close at 14:00 hours (CET) on 21 May 2015. The application period for the Retail Offering (the "Application Period") will commence at 09:00 hours (CET) on 11 May 2015 and close at 12:00 hours (CET) on 21 May 2015. The Bookbuilding Period and the Application Period may, at the Lead Selling Shareholder’s and the Company’s sole discretion, in consultation with the Managers and for any reason, be shortened or extended beyond the set times. The Shares are registered in the Norwegian Central Securities Depository (the "VPS") in book‐entry form. All Shares rank pari passu with one another and will each carry one vote, provided however, that it is set forth in the Articles of Association of the Company that no shareholder (including such shareholder’s close associates) may vote for more than 25% of the Shares at the general meeting of the Company (as further described in Section 14.2 "Shareholder matters and Norwegian company and securities law—Voting rights"). Except where the context otherwise requires, references in this Prospectus to the Shares will be deemed to include the Offer Shares. The Offer Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold except (i) within the United States to QIBs in reliance on Rule 144A or another applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (ii) to certain persons in offshore transactions in compliance with Regulation S under the U.S. Securities Act, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section 18 "Selling and transfer restrictions". Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire Prospectus and, in particular, Section 2 "Risk factors" beginning on page 15 when considering an investment in the Company. Prior to the Offering, the Shares have not been publicly traded. On 6 May 2015, the board of directors of Oslo Børs approved the Company's listing application subject to certain conditions. Completion of the Offering is subject inter alia to the Company fulfilling all listing conditions set by Oslo Børs and the Lead Selling Shareholder and the Company, in consultation with the Managers, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the bookbuilding process. The due date for the payment of the Offer Shares is expected to be on or about 26 May 2015. Subject to timely payment, delivery of the Offer Shares is expected to take place on or about 27 May 2015. Trading in the Shares on Oslo Børs is expected to commence on or about 22 May 2015 under the ticker code "MULTI". Joint Lead Managers and Joint Bookrunners ABG Sundal Collier Norge ASA Arctic Securities AS The date of this Prospectus is 8 May 2015 IMPORTANT INFORMATION This Prospectus has been prepared solely for use in connection with the Offering of the Offer Shares and Listing of the Shares on Oslo Børs. Please see Section 20 "Definitions and glossary" for definitions of terms used throughout this Prospectus. The Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 No. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in Prospectuses, as amended, and as implemented in Norway (the "Prospectus Directive"). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (the "Norwegian FSA") has reviewed and approved this Prospectus in accordance with Sections 7‐7 and 7‐8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the information included in accordance with pre‐defined disclosure requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described or referred to in this Prospectus. ABG Sundal Collier Norge ASA ("ABG") and Arctic have been engaged by the Company as joint lead managers and joint bookrunners in the Offering (the "Managers"). No person is authorised to give information or to make any representation concerning the Group or in connection with the Offering or sale of the Offer Shares other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Managers or by any of the affiliates, advisors or selling agents of any of the foregoing. The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of the Shares to occur outside of Norway. Accordingly neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations. Persons in possession of this Prospectus are required to inform themselves about, and to observe, any such restrictions. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. For further information on the sale and transfer restrictions of the Offer Shares, see Section 18 "Selling and transfer restrictions". The information contained herein is current as at the date hereof and subject to change, completion and amendment without notice.