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Ørn Software Holding AS – Contemplated private placement and listing on Euronext Growth Oslo

Oslo, 22 March 2021: Reference is made to the announcement by Oslo Børs dated 22 March 2021 regarding an application for admission to trading on Euronext Growth Oslo from Ørn Software Holding AS (“Ørn Software” or the “Company”, and together with its consolidated subsidiaries, the "Group").

Ørn Software, a Nordic provider of Software-as-a-Service ("SaaS") solutions enabling digitization of asset-heavy industries, has resolved to launch a private offering of new and existing shares in the Company (the “Offering”) ahead of a listing the Company’s shares on Euronext Growth Oslo (the “Listing”). Subject to approval of the Listing application and a successful completion of the Offering, the Company’s shares are expected to commence trading on Euronext Growth Oslo on or about 29 March 2021 under the ticker symbol “ORN”.

About Ørn Software

Ørn Software is a Nordic provider of SaaS solutions enabling efficient operations and maintenance across a wide range of asset-heavy industries, including real estate, manufacturing, food & beverages, and aquaculture. The Group delivers one-stop-shop solutions that cater to the needs of all the different roles in an organization, from CEO to field service technicians.

The Group's software provides customers with improved insight through data-driven operations and contribute to increased efficiency and reduced costs through digitalization of rental processes, data-driven maintenance scheduling and energy optimization. All of the above contribute to the lengthening of property and equipment lifespan, a key component of Ørn Software's value proposition. Furthermore, the Group’s offering enables customers to reduce their environmental footprint and provides automated tools to meet reporting and regulatory requirements.

A large share of Ørn Software's revenue is generated in the form of annual recurring revenue (ARR). In the period 2017 to 2020, ARR has grown an average of 73% per year and has now reached NOK 107 million, driven by organic growth and acquisitions. If one adjusts the numbers for the impact of Facilit, acquired in March 2021, ARR stands at NOK 122 million. In 2020, the company's adjusted EBITDA margin was 32% (on a pro-forma basis as if the acquisitions made in 2020 had been completed on 1 January 2020).

Since 2015, the Group has completed eight acquisitions, and the plan is to accelerate this even further.

The Offering and Listing will support Ørn Software’s strategy and growth plans, including growing its market share through strategic acquisitions, investments in go-to-market initiatives and continued platform investments.

Ørn Software has been developing software for optimisation of property- and industrial management for over 30 years and the Group currently has over 100 employees in Norway, Sweden, Denmark and Iceland. The Company is headquartered in Trondheim, Norway.

Sten-Roger Karlsen, CEO of Ørn Software commented:

“We are experiencing a significant demand for digital solutions that contribute to increasing efficiency, improving collaboration, and reducing the environmental footprint. Our software solutions have been adopted by almost 1,200 businesses in the Nordic region, and we see a significant untapped market potential for this type of software solutions.”

Joar Welde, Chairman of the Board of Directors of Ørn Software, commented:

“We are impressed by what the Ørn-team has achieved, and we think they are well positioned for future growth as they have a strong technology and financial platform.”

The Offering

The Offer Shares (as defined below) will be offered at a fixed price of NOK 10.50 per Offer Share (the "Offer Price"), corresponding to a pre-money equity value of the Company of approximately NOK 652 million, based on 62,050,471 shares outstanding and approximately NOK 687 million, based on a diluted number of shares of 65,469,638 (includes vested and in-the-money options currently outstanding).

The Offering will consist of i) a primary offering of up to 23,809,524 new shares (the "New Shares") to be issued by the Company raising gross proceeds of up to NOK 250 million and ii) a secondary offering of up to 4,761,904 - 9,523,816 existing shares (the “Sale Shares”), which is equivalent to approx. NOK 50 - 100 million. There will also be an over-allotment option of up to 2,857,143 - 3,333,334 additional existing shares (the "Additional Shares" and, together with the New Shares and the Sale Shares, the "Offer Shares"), comprising up to 10% of the total number of New Shares and Sale Shares sold in the Offering. The total number of Offer Shares offered in the Offering is up to 31,428,571 - 36,666,674, equating to NOK 330 - 385 million (28,571,428 - 33,333,340 shares and NOK 300 - 350 million, excluding the Additional Shares).

Four cornerstone investors have, subject to certain conditions, undertaken to acquire Offer Shares for a total amount of NOK 200 million in the Offering. These four cornerstone investors are Swedbank Robur Fonder (NOK 60 million), BI Asset Management (NOK 60 million), Aktia Asset Management (NOK 40 million) and Tar Heel Capital (NOK 40 million).

The Company intends to use the net proceeds from the New Shares to strengthen the Company’s inorganic growth capabilities and for general corporate purposes.

The Sale Shares will be offered by funds managed by Viking Venture AS (the “Principal Selling Shareholder”) and certain other existing shareholders, including CFO Vidar Andre Løken and CPO Torgeir Pedersen (the latter two selling up to 8 - 16 % of their total holdings of shares and vested options), (together with the Principal Selling Shareholders, the “Selling Shareholders”). Approximately 2 - 4 % of the shares owned by employees and management are sold in the Offering.

The Principal Selling Shareholder and Breiangen AS (jointly, the "Share Lenders") are expected to grant Pareto Securities AS ("Pareto"), as stabilisation manager, acting on behalf of the Managers (as defined below) an option to borrow a number of shares equal to the number of Additional Shares from the Share Lenders. Further, the Share Lenders are expected to grant Pareto, on behalf of the Managers, an option to purchase, at the Offer Price, a number of shares equal to up to the number of Additional Shares to cover short positions resulting from any over-allotments made in connection with the Offering (the "Greenshoe Option"). The Greenshoe Option is exercisable, in whole or in part, by Pareto, within a 30-day period commencing at the time trading in the shares of the Company commences on Euronext Growth Oslo.

The stabilisation manager, on behalf of the Managers, may (but will be under no obligation to) effect stabilisation activities in accordance with the principles set forth in the EU Market Abuse Regulation and ancillary regulations, in a period of 30 days from the first day of trading on Euronext Growth Oslo. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on Euronext Growth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.

The Company, the Selling Shareholders and members of the Company's board of directors and management will enter into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and the Selling Shareholders, and 12 months for members of the Company's board of directors and management, after the commencement of trading in the shares on Euronext Growth Oslo.

The Offering will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company's board of directors may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements set forth in Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations are available.

Timeline and offer period

The bookbuilding period in the Offering will commence on 22 March 2021 at 09:00 CET and close on 23 March 2021 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Conditions for the Offering

The Company has applied for a listing on Euronext Growth Oslo, with an anticipated date of Listing on or about 29 March 2021. It is expected that the Oslo Stock Exchange will approve the Listing application ahead of the anticipated date of the Listing. Completion of the Offering by delivery of the Offer Shares to investors is subject to (i) necessary corporate resolutions required to consummate the Offering, including issuance of the New Shares and allocation of the Offer Shares, being passed, including without limitation relevant resolutions by the Company's board of directors and the Selling Shareholders, and (ii) registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) and the subsequent issuance of the New Shares in the VPS.

Advisers

ABG Sundal Collier ASA and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners. Advokatfirmaet CLP DA is acting as Norwegian legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Managers. Corporate Communication is acting as communications advisor to Ørn Software.

For further information, please contact:

Sten-Roger Karlsen
CEO, Ørn Software
srk@ornsoftware.com

Vidar Andre Løken
CFO, Ørn Software
val@ornsoftware.com

Important Notice:

The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by the Oslo Stock Exchange on behalf of the Company. These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Ørn Software in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State). In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. This statement contains certain forward-looking statements (as such defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any information, opinions and forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. None of the Managers, the shareholders or any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. None of the Managers, the shareholders or any of their respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the shareholders, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. The Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Offering will proceed and that the Listing will occur. Certain figures contained in this announcement, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.