Zalaris ASA launches Initial Public Offering

In the Offering, Zalaris will offer new shares with gross proceeds of up to NOK 50 million, and existing shareholders will offer minimum 4,732,306 and maximum 6,318,506 secondary shares.

In connection with the Offering, the Company will grant the joint bookrunners (ABG Sundal Collier Norge ASA and Nordea Markets) a right to over-allot a number of shares equalling up to 15% of the number of shares allocated in the Offering, and certain of the existing shareholders will grant the joint bookrunners a right to borrow a corresponding number of shares in order to permit delivery in respect of over-allotments made, if any. In order to cover any short positions from such over-allotments made (and not otherwise covered), such shareholders will further grant the joint bookrunners a right to buy, at the offer price, a number of shares equalling the number of over-allotted shares.

The current largest shareholder of Zalaris is Nordic Capital Partners IV AS (“NCP IV”), holding 50.5% of the shares. NCP IV aims to sell up to 50% of its shareholding (including over-alloted shares) in the Company in the Offering. Further, subject to completion of the Offering, it is expected that its remaining shares in the Company will be distributed to its shareholders. NCP IV will accordingly not be a shareholder in Zalaris following the IPO. In addition, a number of shareholders in the Company, which in aggregate represent the majority of the share capital, aim to sell up to 50% (including over-alloted shares) of their shares in the Offering.The indicative price range has been set at NOK 20 to NOK 26 per offer share, implying a market capitalization of Zalaris prior to the Offering (based on the 16,950,350 shares in issue) of between NOK 339 million and NOK 441 million. Based on the midpoint of the indicative price range, the total value of the Offering, including the over-allotment facility, is expected to amount to approx. NOK 206 million. The final offer price per offer share may, however, be set within, above or below the indicative price range.

The net proceeds from the sale of the new shares will primarily be used to strengthen the Company’s balance sheet.

The selling shareholders will enter into lock-up agreements with the joint bookrunners pursuant to which they will agree not to offer, sell, contract, pledge or otherwise dispose of shares in the Company for a period of 180 calendar days, or with respect to selling shareholders who are members of, or controlled by members of, the board of directors or the management, 360 calendar days, following the first day of trading of the shares on the Oslo Stock Exchange, alternatively Oslo Axess, without the prior written consent of the joint bookrunners.

The Company is in the process of preparing a prospectus in connection with the IPO (the “Prospectus”) which is expected to be published on or about 6 June 2014, subject to approval by the Financial Supervisory Authority of Norway. The Prospectus will set out the terms and conditions for the Offering which will comprise:

(a) a private placement to (i) to institutional and professional investors in Norway, (ii) to investors outside Norway and the United States subject to applicable exemptions from local prospectus or other filing requirements, and (iii) in the United States, to “qualified institutional buyers” (“QIBs”) as defined in, and in reliance on, Rule 144A under the US Securities Act, subject to a lower limit per application of NOK 1,000,000 (the “Institutional Offering”), and

(b) a retail offering to the public in Norway subject to a minimum application amount of NOK 10,500 and a maximum application amount of NOK 999,999, where each investor will receive a discount of NOK 1,500 on the aggregate amount payable for shares allocated to such investor (the “Retail Offering”).

The bookbuilding period for the Institutional Offering is expected to take place from 9:00 a.m. CET on 9 June to 4:30 p.m. CET on 18 June 2014 and the application period for the Retail Offering will commence at 9:00 a.m. CET on 9 June 2014 and expire at 12:00 noon CET on 18 June 2014, subject to shortening or extension.

The final offer price per offer share, and the final number of offer shares, will be determined by the Company in consultation with the joint bookrunners after completion of the bookbuilding period for the Institutional Offering.

Completion of the Offering is conditional on (i) the Company’s listing application being approved by the board of directors of Oslo Børs ASA, (ii) any conditions for such approval being fulfilled by the Company and (iii) the board of directors of the Company and certain of the selling shareholders, at their sole discretion, in consultation with the joint bookrunners, resolving to sell and issue the offer shares and complete the Offering. If any of these conditions are not met, the Offering will be cancelled, all orders for offer shares will be disregarded, any allocations made will be deemed not to have been made and payments made by investors will be returned without interest.

The pricing of the Offering is expected to be announced on or about 19 June 2014 and trading of the shares on Oslo Stock Exchange, alternatively Oslo Axess, is expected to commence on or around 20 June 2014 under the ticker symbol “ZAL”.

The terms and conditions of the Offering will be presented in the Prospectus which is expected to be published on or about 6 June 2014. The Prospectus is, subject to regulatory restrictions in certain jurisdictions, expected to be available at www.abgsc.no and www.nordeamarkets.com from the commencement of the bookbuilding period in the Offering. Hard copies of the Prospectus, once published, may also be obtained free of charge from the same date by contacting the Company or one of the managers.

ABG Sundal Collier Norge ASA and Nordea Markets are acting as joint lead managers and bookrunners in connection with the listing and the Offering.

Contact persons:

Hans-Petter Mellerud (CEO)
Phone: +47 928 97 276
Email: hans-petter.mellerud@zalaris.com

Narve Reiten (Board member)
Phone: +47 924 33 320
Email: nr@reitenco.no