Investors

LINK Mobility Group Holding ASA - End of stabilisation and exercise of greenshoe option

Oslo, 10/26/2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Oslo, 26 October 2020: Reference is made to the announcement on 21 October 2020 regarding potential stabilisation activities in respect of the shares in Link Mobility Group Holding ASA (the "Company", OSE ticker "LINK") in connection with the Company's initial public offering and listing of the Company's shares on the Oslo Stock Exchange (the "IPO" or the "Offering"). ABG Sundal Collier ASA, acting as stabilisation manager on behalf of the Managers (as defined below) in connection with the IPO, hereby gives notice that the stabilisation period has been discontinued.

No stabilisation transactions have been undertaken. In order to permit the redelivery of shares in the Company which were borrowed and over-allotted in the Offering, ABGSC has on behalf of the Managers exercised its option to purchase from the Lending Selling Shareholders (as defined in the IPO prospectus) 19,155,000 shares which were borrowed and over-allotted in the Offering, at the IPO offer price of NOK 47.00 per share. As a consequence of the above, the following primary insiders will today sell shares in the Company as follows:

Jens Rugseth, chairman of the board, has through Karbon Invest AS sold 2,541,670 shares. Following the sale, Karbon Invest AS holds 15,945,105 shares in the Company, representing approximately 5.96% of the shares in the Company.

Søren Sundahl, board observer, has through Sundahl ApS sold 1,359,087 shares. Following the sale, Sundahl ApS holds 8,526,201 shares in the Company, representing approximately 3.19% of the shares in the Company. In addition, Søren Sundahl holds 204,502 RSUs and 86,000 LTI share options.

Victory Partners VIII Limited, sold 14,921,920 shares following which the new holding is 93,612,321 shares, representing approximately 35.01% of the shares in the company. Victory Partners VIII Limited, is represented at the board of directors by Robert Nicewicz Jr, Charles Brucato III, Ralph Choufani and Katherine Ji-Young Woo. ABG Sundal Collier ASA and Jefferies International Limited are acting as Joint Global Coordinators and Joint Bookrunners in the Offering, while Carnegie AS is acting as Joint Bookrunner and SpareBank 1 Markets AS is acting as Co-Lead Manager (jointly the "Managers"). AGP Advokater AS is acting as Norwegian legal counsel to the Company and Paul Hastings LLP is acting as international legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Managers and Davis Polk & Wardwell London LLP is acting as international legal counsel to the Managers. TRY Råd is acting as communications adviser to the Company. For further information, please contact:
Guillaume Van Gaver, CEO
+33 6 32 25 91 25
Email: guillaume.vangaver@linkmobility.com
Email: press@linkmobility.com

Thomas Berge, CFO
+47 41 31 90 28
Email: thomas.berge@linkmobility.com
Email: press@linkmobility.com

About LINK Mobility LINK is one of Europe's leading providers of mobile messaging and Communications Platform as a Service ("CPaaS") solutions for customer engagement serving enterprise, SME and government customers. LINK offers a wide range of innovative and scalable mobile solutions, creating valuable digital convergence between businesses and customers, platforms and users. As of 30 June 2020, the Group had more than 33,000 customer accounts across Europe and in 2019, LINK exchanged 9.5 billion messages. For more information about LINK, see www.linkmobility.com.
Important notice
This announcement is for informational purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, New Zealand, Canada, Japan or the United States, including its territories and possessions, any state of the United States and the District of Columbia (the "United States") or to any person to whom, or in any jurisdiction in which, such offer or solicitation is unlawful. The securities referred to herein may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, New Zealand, Canada or Japan. There will be no public offer of the securities referred to herein in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, New Zealand, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada or Japan. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company. The Managers and their affiliates are acting exclusively for the Company and the selling shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. In relation to each Member State of the European Economic Area, other than Norway, 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 (as defined below). This announcement is an advertisement and 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 Member State (the "EU Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus prepared by the Company in connection with the Offering. Copies of the prospectus are available from the Company's registered office and, subject to certain exceptions, on the websites of the Company and the Managers: www.linkmobility.com, www.abgsc.no, www.carnegie.no and www.sb1markets.com.
In connection with the Offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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 "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
MIFID PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET Solely for the purposes of the product approval process of the Managers, the target market assessment in respect of the securities described in the prospectus (the "Securities") has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients only, each as defined in MiFID II ; and (ii) all channels for distribution of the securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a "distributor") should take into consideration the Managers' target market assessment ; however, and without prejudice to the Company's obligations in accordance with MiFID II, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the Managers' target market assessment) and determining appropriate distribution channels.