PROSPECTUS

Techstep ASA

(A Norwegian public limited liability company incorporated under the laws of Norway)

Listing of 53,244,140 new shares on the Oslo Stock Exchange issued in connection with

tranche 2 of a Private Placement completed on 29 September 2022

Subsequent Offering and listing of up to 15,000,000 Offer Shares to Eligible Shareholders at a Subscription Price of NOK 1.15 per share

The information in this prospectus (the "Prospectus") relates to the listing on Oslo Børs, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange") of 53,244,140 new shares issued in connection with tranche 2 (the "Tranche 2 Shares") issued in a private placement comprising a total of 92,229,660 new shares (the "Private Placement"), with a nominal value of NOK 1 each, in Techstep ASA (the "Company" and together with its consolidated subsidiaries, the "Group" or "Techstep"). The shares issued in the Private Placement were issued in two tranches and to two separate ISINs, whereof 38,985,520 shares were issued on the ordinary ISIN of the Company as immediately tradable and listed shares on the Oslo Stock Exchange, in accordance with an exemption from prospectus requirements for admission to trading of new shares (the "Tranche 1 Shares"), and the remaining 53,244,140 shares were issued on a separate ISIN, and such shares will only become tradable and listed on the Oslo Stock Exchange following approval and publication of this Prospectus (the Tranche 2 Shares, and together with the Tranche 1 Shares, the "New Shares"). The Tranche 2 Shares of the Private Placement were issued by Company's extraordinary general meeting (the "EGM") held on 21 October 2022. A total of 17,710,190 of the Tranche 2 Shares were settled with existing and unencumbered shares in the Company already listed on the Oslo Stock Exchange, pursuant to a customary share lending agreement (the "Share Lending Agreement") between Datum AS as existing shareholder (the "Lender"), Arctic Securities AS and SpareBank 1 Markets AS (collectively, the "Managers") and the Company, in order to facilitate a delivery-versus payment settlement 24 October 2022. The remaining 35,533,950 Tranche 2 Shares have been delivered to the subscribers in tranche 2 of the Private Placement.

The Prospectus further relates to a subsequent offering (the "Subsequent Offering") and listing on the Oslo Stock Exchange of up to 15,000,000 new shares in the Company with a nominal value of NOK 1 each (the "Offer Shares") at a subscription price of NOK 1.15 per Offer Share (the "Subscription Price") directed towards holders of the Company's shares (the "Shares") as of 3 October 2022 (the "Record Date") and who were not allocated Shares in the Private Placement and 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 (the "Eligible Shareholders").

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 0.10316 Subscription Rights for each Share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share.

The subscription period for the Subsequent Offering will commence on 30 November 2022 at 09:00 hours and expire at 16:30 hours, Central European Time ("CET"), on 14 December 2022 (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 lapse without compensation.

The Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction in the United States, and are being offered and sold: (i) in the United States only to persons who are reasonably believed to be "qualified institutional buyers" ("QIBs") in reliance on Rule 144A ("Rule 144A") or another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act; and (ii) outside the United States in "offshore transactions" as defined in, and in compliance with, Regulation S under the U.S. Securities Act ("Regulation S"). Prospective investors are notified that any seller of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. The distribution of this Prospectus and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required by the Company and the Managers to inform themselves about and to observe any such restrictions. Failure to comply with these regulations may constitute a violation of the securities laws of any such jurisdictions.

Investing in the Company involves material risks and uncertainties. Prospective investors should read the entire Prospectus and in particular Section 2 "Risk factors" when considering an investment in the Company.

The date of this Prospectus is 29 November 2022

Techstep ASA - Prospectus

IMPORTANT INFORMATION

This Prospectus has been prepared by the Company in connection with the listing of Tranche 2 Shares and the Subsequent Offering.

This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75, as amended (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 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. This Prospectus has been approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) (the "Norwegian FSA"), as the 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.

For the definitions of terms used throughout this Prospectus, see Section 17 "Definitions and Glossary".

This Prospectus has been drawn up as a part of the simplified prospectus regime in accordance with Article 14 of the EU Prospectus Regulation.

The information contained herein is current of 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 Shares and which arises or is noted between the time when the Prospectus is approved by the Norwegian FSA and the listing of the Shares on the Oslo Stock Exchange, will be mentioned in a supplement to this Prospectus, without undue delay. Neither the publication nor distribution of this Prospectus, nor the sale of any Offer Shares, shall under any circumstances imply that there has been no change in the Company's affairs or that the information herein is correct of any date subsequent to the date of this Prospectus.

No person is authorised to give information or to make any representation concerning the Group or in connection with the listing or the Subsequent Offering 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, representatives, advisors or selling agents of any of the foregoing.

The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. 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. 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 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. See Section 14 "Selling and Transfer restrictions".

This Prospectus and the terms and conditions of the Subsequent Offering as set out in this Prospectus and any sale and purchase of Offer Shares shall be governed by, and construed in accordance with, Norwegian law. The courts of Norway, with Oslo City Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Subsequent Offering or this Prospectus.

In making an investment decision, prospective investors must rely on their own examination, analysis of, and enquiry into, the Group and the terms of the Subsequent Offering, including the merits and risks involved. None of the Company, or the Managers, or any of their respective representatives or advisers, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Offer Shares.

All Sections of the Prospectus should be read in context with the information included in Section 4 "General Information".

ENFORCEMENT OF CIVIL LIABILITIES

Techstep ASA is a public limited liability company incorporated under the laws of Norway. As a result, the rights of holders of the Shares will be governed by Norwegian law and the Company's articles of association (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For example, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. The majority of the members of the Company's board of directors (the "Board members" and the "Board" or "Board of Directors", respectively) and the members of the senior management of the Company (the "Management") are not residents of the United States. Furthermore most of the Company's assets and most the assets of the Board members and members of Management are located outside the United States. As a result, it may be impossible or difficult for investors in the United States to effect service of process upon the Company, the Board members and members of Management in the United States or to enforce against the Company or those persons judgments obtained in U.S. courts, whether predicated upon civil liability provisions of the federal securities laws or other laws of the United States (including any State or territory within the United States).

The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) in civil and commercial matters. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or its Board members or members of Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or the Board members or members of Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway. Similar restrictions may apply in other jurisdictions.

AVAILABLE INFORMATION

The Company has agreed that, for so long as any of the Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act of 1933, as amended AS (the "U.S Securities Act"), it will during any period in which it is neither subject to Sections 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the U.S. Exchange Act, provide to any holder or beneficial owners of Shares, or to any prospective purchaser designated by any such registered holder, upon the request of such holder, beneficial owner or prospective owner, the information required to be delivered pursuant to Rule 144A(d)(4) of the U.S. Securities Act. The Company will also make available to each such holder or beneficial owner, all notices of shareholders' meetings and other reports and communications that are made generally available to the Company's shareholders.

DATA PROTECTION

As data controllers, each of the Managers processes personal data to deliver the products and services that are agreed between the parties and for other purposes, such as to comply with laws and other regulations, including the General Data Protection Regulation (EU) 2016/679 (the "GDPR") and the Norwegian Data Protection Act of 15 June 2018 No. 38. The personal data will be processed as long as necessary for the purposes, and will subsequently be deleted unless there is a statutory duty to keep it. For detailed information on each Manager's processing of personal data, please review such Manager's privacy policy, which is available on its website or by contacting the relevant Manager. The privacy policy contains information about the rights in connection with the processing of personal data, such as the access to information, rectification, data portability, etc. If the applicant is a corporate customer, such customer shall forward the relevant Manager's privacy policy to the individuals whose personal data it discloses to the Managers.

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Techstep ASA - Prospectus

TABLE OF CONTENTS

1

SUMMARY ................................................................................................................................

1

2

RISK FACTORS..........................................................................................................................

6

3

RESPONSIBILITY FOR THE PROSPECTUS....................................................................................

11

4

GENERAL INFORMATION ..........................................................................................................

12

5

THE COMPLETED PRIVATE PLACEMENT ......................................................................................

16

6

PRESENTATION OF TECHSTEP AND ITS BUSINESS ......................................................................

19

7

BOARD OF DIRECTORS AND MANAGEMENT ................................................................................

23

8

CERTAIN FINANCIAL AND OPERATING INFORMATION..................................................................

27

9

CORPORATE INFORMATION, SHARES AND SHAREHOLDER MATTERS .............................................

31

10

THE SUBSEQUENT OFFERING ...................................................................................................

38

11

TAXATION ..............................................................................................................................

45

12

SECURITIES TRADING IN NORWAY............................................................................................

49

13

REGULATORY DISCLOSURES ....................................................................................................

53

14

SELLING AND TRANSFER RESTRICTIONS ...................................................................................

57

15

INCORPORATION BY REFERENCE AND DOCUMENTS ....................................................................

61

16

ADDITIONAL INFORMATION .....................................................................................................

62

17

DEFINITIONS AND GLOSSARY ..................................................................................................

63

APPENDICES

APPENDIX A

APPLICATION FORM FOR THE SUBSEQUENT OFFERING

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Techstep ASA - Prospectus

1 SUMMARY

1.1 Introduction and warnings

1.1.1 Warnings

This summary contains all the sections required by the EU Prospectus Regulation to be included in a summary for a Prospectus regarding this type of securities and issuer. This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities described in this Prospectus should be based on a consideration of the Prospectus as a whole by the investor. An investment in the Company's Shares involves inherent risk and an investor investing in the securities could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might under the applicable national legislation of a Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Summary including any translation thereof, and applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

1.1.2 Overview of the issuer, its securities and the competent authority having approved this Prospectus

Name of securities

Techstep ASA (ticker:TECH)

ISIN

NO 0003095309

Issuer

Techstep ASA

Issuer's office address

Brynsalléen 4, 0667 Oslo, Norway

Issuer's postal address

Brynsalléen 4, 0667 Oslo, Norway

Issuer's LEI (Legal Entity Identifier)

5967007LIEEZXIJ9474

Issuer's phone number

+47 23 17 23 50

Issuer's e-mail

anita.huun@techstep.io

Issuer's website

https://www.techstep.io/

The competent authority approving the Prospectus

The Financial Supervisory Authority of Norway (Nw:

Finanstilsynet).

Visiting address, the Financial Supervisory Authority

Revierstredet 3, 0151 Oslo, Norway

of Norway

Postal address, the Financial Supervisory Authority of

Postboks 1187, Sentrum 0107 Oslo, Norway

Norway

E-mail, the Financial Supervisory Authority of Norway

Post@finanstilsynet.no

Date of approval of this Prospectus

29 November 2022

1.2 Key information on the Company

1.2.1 Who is the issuer of the securities?

Corporate information, principal activities and markets

The Company is a Norwegian public limited liability company organized and existing under the laws of Norway pursuant to the Norwegian Public Limited Liability Companies Act. The Company was incorporated in Norway on 1 August 1996, and its registration number with the Norwegian Register of Business Enterprises is 977 037 093. Techstep is domiciled in Oslo, Norway. The Company's LEI code is 5967007LIEEZXIJ9474.

Major shareholders

As of 25 November 2022, the last practical date prior to the date of this Prospectus, the following shareholders own or control more than 5 % of the issued share capital in the Company:

  • Datum AS, holding 58,354,776Shares, corresponding to approximately 19.2% of the outstanding votes and Shares1;

1 Datum AS is owned by deputy board member Jan Haudemann-Andersen. Additionally, Jan Haudemann-Andersen holds 1,600,000 Shares through Datum Vekst AS and his aggregate holding is therefore 59,954,776 Shares (approx. 19.7% of the outstanding votes and Shares).

1

Techstep ASA - Prospectus

  • Karbon Invest AS, holding 43,718,974 Shares, corresponding to approximately 14.4% of the outstanding votes and Shares2;
  • Swedbank AB holding 18,985,988 Shares, corresponding to approximately 6.47% of the outstanding votes and Shares; and
  • DNB Bank ASA holding 14,770,000 Shares, corresponding to approximately 5.3% of the outstanding votes and Shares3.

In so far as is known to the Company, no person or entity, directly or indirectly, jointly or severally, may exercise or could exercise control over the Company. The Company is not aware of any agreements or similar understandings that the operation of which may at a subsequent date result in a change of control in the Company.

Executive management

The executive management of the Company consists of the individuals as set out in the table below:

Name

Position

Børge Astrup

CEO

Anita Huun

CFO

Mads Vårdal

Chief Product Officer

Fredrik Logenius

Chief Operating Officer

Bartosz Leoszewski

Chief Technology Officer

Gunnar Aasen

Chief Revenue Officer

Sheena Lim

Chief Marketing Officer

Ellen Skaarnæs

Chief People Officer

Statutory auditor

The Company's auditor is BDO AS, with business registration number 993 606 650 and registered address at Munkedamsveien 45A, 0250 Oslo.

1.2.2 What is the key financial information regarding the issuer?

Selected consolidated statement of comprehensive income

(NOK 1,000)

Sales revenue ........................

Operating loss ........................

Net loss for the period.............

Basic earnings per Share (NOK)

Three months ended

Year to date

30 September

30 September

Year ended

2022

2021

2022

2021

2021

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

289 856

290 122

953 281

919 304

1 305 090

-15 442

-30 618

-31 528

-86 680

-110 522

-17 813

-25 057

-36 796

-72 776

-102 660

-0,08

-0,13

-0,18

-0,39

-0,55

Selected consolidated statement of financial position

(NOK 1,000)

Total assets .......................................

Total equity .........................................

Total liabilities ......................................

Total equity and liabilities .................

As at

As at

30 September

31 December

2022

2021

2021

(unaudited)

(unaudited)

(audited)

1 241 656

1 316 804

1 314 655

505 397

590 066

555 586

736 259

726 737

759 069

1 241 656

1 316 804

1 314 655

  1. Karbon Invest AS is controlled by chairman Jens Rugseth. Additionally, Jens Rugseth holds 1,739,130 Shares through Rugz AS, and his aggregate holding is therefore 45,458,104 Shares (approx. 14.9% of the outstanding votes and Shares)
  2. The shares are held by Middelborg Invest AS through a forward contract with DNB Bank ASA. In total, Middelborg Invest AS holds 20,120,300 forward contracts and 7,841,228 shares (approx. 9.2% of the outstanding votes and Shares). In addition, the associated company Zono Invest AS holds 4,330,859 shares, and the combined holdings of Middelborg Invest AS and Zono Holding AS corresponds to 3.5% shares and 6.6% forward contracts and 10.1% combined of the outstanding votes and shares.

2

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Techstep ASA published this content on 29 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2022 15:20:02 UTC.