Mintra Holding AS: Contemplated Private Placement and admission to trading on Merkur Market

Mintra Holding AS (“Mintra” or the “Company”) has engaged Pareto Securities AS and SpareBank 1 Markets AS as joint global coordinators and joint bookrunners (together the “Managers”) to advise on and effect a contemplated private placement of up to 51,540,000 new ordinary shares (“New Shares”) in the Company with gross proceeds of up to approximately NOK 500 million, and a secondary sale of existing shares by existing shareholders of the Company (including current majority owner RCAF E-learning S.à r.l. – a company owned and controlled by investment vehicles advised by Riverside Partners L.L.C. and / or its affiliates (the “Selling Shareholders”) of between 5,150,000 and 15,460,000 shares in the Company with gross proceeds of between approximately NOK 50 million and NOK 150 million (“Secondary Shares”, and together with the New Shares, the “Offer Shares”) (the “Private Placement”). The purchase price per Offer Share (the “Purchase Price”) will be NOK 9.70, equivalent to a pre-money equity value of the Company of approximately NOK 1.3 billion based on 134,392,837 shares outstanding in the Company prior to completion of the Private Placement.[1]

Six cornerstone investors have, subject to certain terms and conditions, undertaken to subscribe and being allocated Offer Shares of a total amount of NOK 340 million, including NOK 100 million from Nordea Investment Management, NOK 65 million from Berenberg Bank, NOK 50 million from Didner & Gerge Fonder, NOK 45 million from Aktia Asset Management, NOK 40 million from Consensus Asset Management and NOK 40 million from DNB Asset Management, respectively.

The net proceeds from the issue of the New Shares are expected to be used to accelerate organic growth, execute the company’s M&A plan, reduce debt leverage / financing payables and for general corporate purposes. The net proceeds from any sale of Secondary Shares will be for the benefit of the Selling Shareholders.

The application period in the Private Placement will commence today, 22 September 2020 at 09:00 CEST and close on 25 September 2020 at 16:30 CEST. The Company may, however, at any time resolve to close or extend the application period without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of Offer Shares will be determined by the Company and the Selling Shareholders, in consultation with the Managers, after completion of the application period.

The Company has applied for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, having its shares admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 5 October 2020.

The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, 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 has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the issue of the New Shares, including the Company’s Board of Directors’ resolution to proceed with the Private Placement and the approval from an extraordinary general meeting in the Company to be held shortly after the end of the application period for the Private Placement (the “EGM”) to issue the New Shares, (ii) the EGM resolves inter alia to merge the Company’s existing three share classes into one, new ordinary share class and reserve split of three existing shares into one share, following which there will be 134,392,837 shares each with a par value of NOK 0.03 prior to the issue of the New Shares, (iii) payment being received for the Offer Shares, (iv) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pertaining to the New Shares, and (v) the shares of the Company are recorded in the VPS. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company, the Selling Shareholders nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

About Mintra:

Mintra Holding AS is the Norwegian registered parent of several operating companies in Norway, UK, UAE and Singapore, which comprise the Mintra Group, a leading provider of on-demand digital learning and enterprise HCM software solutions for safety-critical industries worldwide.

Our focus is to protect and improve businesses by protecting and improving their people.

From our headquarters in Bergen and offices in Oslo, Stavanger, Aberdeen, UAE, India and Singapore we provide services to 3,600 companies. For over 30 years our products have helped our customers with HR, planning, payroll, crew rotation and e-learning across industries as diverse as Energy, Maritime, Construction, Fishing and Wind Energy.

Mintra’s HCM software suite serves more than 170,000 seafarers on 1,800 maritime vessels throughout a complete scalable SaaS platform, complementary to our strong e-learning offering serving more than 3,600 corporate clients internationally across a variety of industries.

Advisors:

The Company has appointed Pareto Securities AS and SpareBank 1 Markets AS to act as Joint Global Coordinators and Joint Bookrunners in the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

For more information, please contact:

Scott Kerr, Chief Executive Officer

+47 992 83 890

Ian Mackie, Chief Financial Officer

+44 1224 651340

[1] The Company’s shares are currently divided in three share classes that are expected to be merged into one, new class of ordinary shares and subject to a reverse split 3:1, resulting in 134,392,837 shares prior to completion of the Private Placement

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