Carasent : Oct 21 2021 - Prospectus

Prospectus

Carasent ASA

Enterprise number NO 883 742 192

A public limited liability company incorporated under the laws of Norway and listed on the Oslo Stock Exchange.

Listing of 12 575 567 New Shares

This prospectus (the "Prospectus") relates to, and has been prepared by Carasent ASA ("Carasent" or the "Company", and together with its subsidiaries, the "Group") in connection with the listing on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange") of 12 575 567 new shares (the "New Shares" of the Company issued in connection with two private placements.

The first private placement was completed on May 25, 2021 (the "Private Placement 1 "). The second private placement was completed on July 22, 2021 (the "Private Placement 2").

The Private Placement 1 was finalized following the acquisition of Metodika AB on May 25, 2021 a Seller's Note of NOK 23,229,999.50 were issued to the sellers ("the Transaction"). The Seller's Note was then subsequently used as payment for 588,235 new shares (the "New Shares 1") at NOK 39.49 per share.

The Private Placement 2 was finalized following a direct placement completed on July 22, 2021 towards Cardigan Holdco S.à r.l., a company indirectly owned by Vitruvian Investment Partnership IV, a fund managed by Vitruvian Partners LLP (together "Vitruvian"). The Private Placement 2 covered issuance of 11,987,332 new shares (the "New Shares 2") at NOK 35.05 with a total cash consideration of NOK 420 million.

This Prospectus does not constitute an offer or an invitation to buy, subscribe or sell the securities being admitted to trading described in the Prospectus and the Prospectus relates solely to the listing of the New Shares.

The date of this Prospectus is October 21, 2021

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IMPORTANT INFORMATION

This Prospectus has been prepared solely in connection with the listing of the New Shares. This 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 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC , as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"). This Prospectus has been prepared solely in the English language.

The Financial Supervisory Authority of Norway (Norwegian: Finanstilsynet) (the "Norwegian FSA") has reviewed and approved this Prospectus, as competent authority under the EU Prospectus Regulation. The Norwegian FSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the EU Prospectus Regulation, and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

The information contained herein is current as at the date hereof and is subject to change, completion and amendment without notice. In accordance with Article 23 of the EU Prospectus Regulation, significant new factors, material mistakes or material inaccuracies relating to the information included in this Prospectus which may affect the assessment of the New Shares and which arises or is noted between the time when this Prospectus is approved by the Norwegian FSA and the listing of the New Shares on Oslo Børs will be mentioned in a supplement to this Prospectus without undue delay. Neither the publication nor distribution of this Prospectus shall under any circumstances imply that there has been no change in the Group's affairs or that the information herein is correct as at any date subsequent to the date of this Prospectus.

No person is authorised to give information or to make any representation concerning the Company or in connection with the listing of the New 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 by any of its affiliates, representatives or advisers.

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 to the Prospectus, or any amendment or supplement to the Prospectus, 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 in the Prospectus 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 in the Prospectus 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 "U.S. Securities Act"), or with any securities authority of any state of the United States. Accordingly, the securities described in the Prospectus 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 U.S. Securities Act and in compliance with any applicable state securities laws.

This Prospectus is subject to Norwegian law unless otherwise indicated in the Prospectus. 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.

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Table of content

1.	SUMMARY	7
2.	RISK FACTORS	12
2.1	Risks related to Carasent ASA and the Group	12
2.2	Risks related to Evimeria	13
2.3	Risks related to Avans Soma	15
2.4	Risks related to Metodika	16
2.5	Risk related to the Shares	16
3.	STATEMENT OF RESPONSIBILITY	17
4.	GENERAL INFORMATION	18
4.1	Forward-looking statements	18
4.2	Third-party information	18
4.3	Approval by the Norwegian FSA	18
4.4	Cautionary note regarding taxation	18
5.	THE NEW SHARES	20
5.1	Background and transaction details for the Private Placement 1	20
5.2	Background and transaction details for the Private Placement 2	23
6.	PRESENTATION OF CARASENT	25
6.1	General	25
6.2	History and Company information	25
6.3	Business idea and strategy for Evimeria	26
6.4	Business idea and strategy for Avans Soma	29
6.5	Business idea and strategy for Metodika	29
7.	BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE	32
7.1	Introduction	32
7.2	Board of Directors	32

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7.3	Management	34
7.4	Conflicts of interest	34
7.5	Remuneration and pension	34
7.6	Shareholdings and stock options	34
7.7	Corporate Governance	34
7.8	Audit Committee	35
7.9	Nomination Committee	35
7.10	Compensation Committee	35
7.11	Employees	35
7.12	Retirement benefit	35
8	FINANCIAL INFORMATION	36
8.1	Introduction	36
8.2	Accounting policies	36
8.3	Basis of preparation	36
8.4	Consolidated income statements	37
8.5	Consolidated statements of financial position	38
8.6	Cash flow statements	39
8.7	Segment information	39
8.8	Changes in the consolidated shareholders' equity	41
8.9	Capitalization and indebtedness	42
8.10	Working Capital statement	42
8.11	Management discussion and analysis	43
8.12	Investments	46
8.13	Transactions with related parties	47
8.14	Trend information	47
8.15	Outlook	48
8.16	The Company's independent auditor	48
8.17	Avans Soma's independent auditor	49
8.18	Metodika´s independent auditor	49

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8.19	Significant changes occurred after June 30, 2021	49
9	UNAUDITED PRO FORMA FINANCIAL INFORMATION	50
9.1	Introduction	51
9.2	General information and purpose of the Unaudited Pro Forma Financial Information	50

9.3 Basis for preparation of the condensed unaudited pro forma financial information

Independent practitioner's assurance report on the compilation of pro forma financial

51

9.4 Independent practitioner's assurance report on the compilation of pro forma financial

	information included in a prospectus	52
9.5	Unaudited Pro Forma Condensed Financial Information	52
9.6	Business combination notes	52
10	CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL	58
10.1	Corporate information	58
10.2	Legal structure	59
10.3	Current share capital and Shares	59
10.4	Outstanding authorisations	59
10.5	Share capital development in the last three financial years	60
10.6	Shareholder structure and major Shareholders	61
10.7	Treasury Shares	62
10.8	Dividends	62
10.9	Warrants and other rights to acquire Shares	63
10.10	Shareholder agreements and share options	63
10.11	Overview of disclosed information over the last 12 months	63
11	SHAREHOLDER MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW	66
11.1	General meetings	66
11.2	Voting rights	66
11.3	Amendments to Carasent's Articles of Association	67
11.4	Additional issuances and preferential rights	67
11.5	Minority rights	67
11.6	Reverse split	68
11.7	Change of control	68

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