Multiconsult intends to apply for a listing on the Oslo Stock Exchange

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Multiconsult is a leading Norwegian multidisciplinary engineering consulting firm, with a proven track record of consistent and resilient growth and profitability. The Company is present in most parts of Norway and has an international footprint with offices in the UK, Poland and Singapore. The Company sees significant growth potential from a number of megatrends such as urbanisation, strong population growth, substantial maintenance backlog and an increasing demand for clean energy. Through its 100+ years of operational history, Multiconsult has built an outstanding market knowledge and a solid reputation as a reliable supplier of engineering consulting services. Amongst Multiconsult’s largest clients are state-owned companies with predictable service needs, which in turn generate recurring revenues.

The Company has grown its net operating revenues from NOK 552m in 2003 to NOK 1,987m in 2014, representing a CAGR of approximately 12%. More than 80% of the growth in this period has been organic, and the EBITDA margin has been stable between 8.5% to 12.4%, highlighting the Company’s robust business model and fairly low macro-cyclicality. Multiconsult has demonstrated strong historic value creation with an average return on equity of 27% since 2003. The Company’s “3-2-1 strategy” builds on a no. 1 brand position in Norway, and targets a 2x revenue growth from 2011 to 2017, as well as a 3x EBIT-growth in the same period.

The IPO will position Multiconsult for the next chapter in its history by securing a more flexible shareholder base that will support the Company in reaching its growth targets. Prior to the IPO, the current largest shareholder, Stiftelsen Multiconsult (“Multiconsult Foundation”), has agreed to purchase all of the WSP Group’s shares (24.7%), raising the Foundation’s ownership to 45.9%. The Foundation intends to reduce its ownership in the IPO, but will remain a major long-term shareholder in the Company.

Christian Nørgaard Madsen, CEO of Multiconsult, commented:

“For more than a century Multiconsult has played an important role in Norway’s development and economic growth. We are proud of our historical achievements, but Multiconsult has ambitious growth targets for the future. Securing a stronger and more flexible and shareholder base is a pre-requisite for realising these ambitions. A stock listing will also open up for an employee share purchase programme, which is important in attracting and retaining talent, as well as maintaining a high degree of employee ownership. ”

Eli Grøttheim, Chairman of the Board in the Multiconsult Foundation, commented:

“For more than four decades, the Foundation has been a major shareholder, working to promote the objectives and development of Multiconsult, at the same time increasing the influence and job satisfaction of its employees. The IPO is an important next step in establishing a sound framework for the future, enabling a new era of profitable growth. The Foundation will remain a significant long term shareholder in Multiconsult. We are now looking forward to welcoming a new generation of shareholders on our journey to realise the Company’s potential for the long term.”

Company Highlights

• Leading Norwegian multidisciplinary engineering consulting firm with scale and strong market position in large, growing markets
• Core competence in hydroelectric power generation and transmission, oil & gas, and coastal, marine and arctic construction allow for global reach
• Robust and flexible business model diversified across projects, customers and range of services
• Strong and long-standing client relationships ensuring repeat engagements through accumulated market knowledge and reputation
• Management and organisation with proven track record of developing and growing the business
• Proven track record of value creation through consistent growth and profitability whilst maintaining a solid financial position

Financial Highlights

[1] 2013 IFRS excluding one-off gain (NOK 48.1m pre tax) related to the curtailment of some pension plans

Current trading update

The Company’s underlying EBIT for Q1 2015, adjusted for calendar effects and non-recurring costs related to the stock exchange listing, does not deviate materially from the same quarter last year.

Offering Highlights

The IPO will comprise a public offering to institutional and retail investors in Norway and a private placement to certain institutional investors, where the current major shareholder, The Multiconsult Foundation, as well as other shareholders, intends to reduce their ownership in the Company. The Foundation will remain a major long-term shareholder after the IPO.

ABG Sundal Collier Norge ASA and Arctic Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the IPO.

Further announcements relating to the process will be made in due course.

Enquiries

Mitra Hagen Negård – Head of Investor Relations – investor.relation@multiconsult.no

About Multiconsult

Multiconsult is a leading Norwegian multidisciplinary engineering consulting firm, with more than 1,700 employees and 30 offices in Norway and abroad. Multiconsult’s home market is Norway, representing 92% of 2014 net operating revenues. The Company focuses on six market areas ; Buildings and Properties (33%), Transport and Infrastructure (31%), Renewable Energy (16%), Oil and Gas (12%), Industry (4%) and Environment and Natural resources (4%). The Company has an operating history that spans more than a century, with the inception of Norsk Vandbygningskontor in 1908. In 2014, Multiconsult completed more than 8,000 projects for approx. 3,700 different customers.

Important Notice

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the «Securities Act»), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the «Prospectus Directive»). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in a prospectus.

In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This communication is only being distributed to and is only directed at persons in the United Kingdom 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) high net worth entities, and other persons to whom this announcement 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»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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.

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», «expect», «anticipate», “strategy”, «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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the the general economic, political and market conditions in the Norwegian market, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not guarantee that the assumptions underlying the forward‐looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

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 forward‐looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.