Techstep ASA - Commencement of the subscription period for the Rights Issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcements published by Techstep ASA (the "Company") on 17 September 2026, 8 October 2026, and 14 October 2026 regarding the partly underwritten rights issue of new shares at a subscription price of NOK 1 per share (the "Subscription Price") to raise gross proceeds of minimum NOK 83,300,000 and maximum NOK 100,000,000 (the "Rights Issue"), and the approval and publication of the prospectus (the "Prospectus"). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Prospectus.
The subscription period for the Rights Issue will commence today, 16 October 2026 at 09:00 hours (CEST) and expire on 30 October 2026 at 16:30 hours (CET). The Subscription Rights (as defined below) will be tradable on the Oslo Stock Exchange from 16 October 2026 at 09:00 hours (CEST) until 26 October 2026 at 16:30 hours (CET).
The Prospectus, including the subscription form, is available subject to applicable securities laws at the websites of Danske Bank A/S NUF (the "Manager"): http://www.danskebank.com/techstep
Allocation of Subscription Rights:
The shareholders of the Company as of 8 October 2026 (and being registered as such in the Norwegian Central Securities Depository as at the expiry of 12 October 2026 (the "Record Date") (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated offer shares (the "Offer Shares") at the Subscription Price.
Each Existing Shareholder has been granted 2.8681 Subscription Rights for each existing share registered as held by such Existing Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Subscription Rights acquired during the trading period for the Subscription Rights as set out above carry the same right to subscription as the Subscription Rights held by Existing Shareholders. Over-subscription will be permitted, but there can be no assurance that Offer Shares will be allocated for such over-subscriptions. Subscription without Subscription Rights will not be permitted.
Subscription Period:
The subscription period commences on 09:00 hours (CEST) on 16 October 2026 and expires on 16:30 hours (CET) on 30 October 2026 (the "Subscription Period").
Trading And Consequences of Non-exercise:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CEST) on 16 October 2026 to 16:30 hours (CET) on 26 October 2026 under the ticker code "TECHT". The Subscription Rights will only be tradable during a part of the Subscription Period.
Subscription Rights that are not exercised and used to subscribe for Offer Shares before 16:30 hours (CET) on 30 October 2026 will have no value and will lapse without any compensation to the holder. Holders who do not intend to exercise their Subscription Rights are therefore encouraged to sell them before the end of the trading period (16:30 hours CET on 26 October 2026).
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Holders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company. Reference is made to Section 9.17 in the Prospectus for further description of such dilutive effect.
Subscription Procedure and Allocation:
In order to subscribe for Offer Shares, investors must complete the subscription form attached to the Prospectus as Appendix A (the "Subscription Form") and submit it to the Manager in accordance with the instructions set out in Section 9.10 of the Prospectus.
Subscribers who are Norwegian citizens may subscribe for Offer Shares by following the link on http://www.danskebank.com/techstep, which will redirect the subscriber to the VPS online subscription system. In order to use the VPS online subscription system, the subscriber must have, or obtain, a VPS account number. Online subscriptions must be duly registered, and accurately completed Subscription Forms must be received by the Manager, by 16:30 (CET) on 30 October 2026. Please see Section 9 of the Prospectus for further information. Subscriptions may only be made on the basis of the Prospectus.
Offer Shares shall first be allocated to subscribers who have validly exercised (allocated or acquired) Subscription Rights in the Subscription Period. Each Subscription Right gives the right to subscribe for and be allocated one (1) Offer Share in the Rights Issue. Please refer to Section 9.8.4 in the Prospectus for further information regarding allocation of Offer Shares.
Selling and Transfer Restrictions:
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 13 "Selling and Transfer Restrictions" in the Prospectus.
The Underwriting:
The Rights Issue is partly underwritten. Pursuant to the terms and conditions of the Underwriting Agreement dated 17 July 2026, the Underwriters have irrevocably undertaken to guarantee to subscribe for unsubscribed Offer Shares to the extent necessary to ensure that the Company receives aggregate gross proceeds of NOK 83,300,000 in the Rights Issue.
Pursuant to the Underwriting Agreement, the Underwriters are entitled to an underwriting commission corresponding to 10% of the Underwriting Obligation. The underwriting commission is to be settled in the form of new shares in the Company to be issued to the Underwriters at the Subscription Price in the Rights Issue (i.e. NOK 1).
Reference is made to Section 9.15 of the Prospectus for further information on the underwriting.
Delivery and listing of the Offer Shares:
Subject to timely payment, the Company expects that the share capital increase pertaining to the issuance of Offer Shares in the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 6 November 2026, and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 9 November 2026. The Offer Shares are expected to be tradable on Euronext Oslo Børs on or about 9 November 2026.
This information is subject to the disclosure requirements pursuant to the Continuing Obligations and the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
Advisors
Danske Bank A/S NUF is acting as Manager for the Rights Issue. AGP Advokater AS is acting as legal counsel to the Company in connection with the Rights Issue.
For further information, please contact:
Håvard Haukdal, CFO
+47 48106569
havard.haukdal@techstep.io
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which such action is barred or prohibited by law. 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.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses 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) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Manager. 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and that are (i) 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) 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 document is not for publication or distribution, directly or indirectly, in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China or Japan or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction.
The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients or for providing advice in relation to the Rights Issue or any other transaction or arrangement referred to in this announcement. Matters discussed in this announcement may constitute forward-looking statements. 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 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.
This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its 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 and is not to be relied upon in substitution for the exercise of independent judgment. 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.