ECIT announces intention to list on Euronext Growth Oslo
Oslo, 5 May 2021: ECIT AS (“ECIT” or the “Company”), a leading Nordic finance & accounting (“F&A”), IT services and technology company, today announces its intention to launch a private offering of shares in the Company (the “Offering") and to list the Company’s shares on Euronext Growth Oslo (the “Listing”).
ECIT was founded in 2013 by current CEO, Peter Lauring, with a strong vision of supporting Nordic companies with their F&A and IT service needs through a unique platform with operational scale, end-to-end high quality services, and entrepreneurial spirit. Since then, the Company has experienced strong growth and currently has more than 1,500 employees located at 88 offices in Norway, Sweden, Denmark, UK and Serbia. Following the completion of recently acquired Norian Group, ECIT will expand its presence to the Finnish, German, Polish and Lithuanian market for F&A services. M&A has been a key driver of the Company's development, and ECIT has completed more than 100 acquisitions since founding.
ECIT’s F&A segment provides end-to-end coverage of solutions within F&A services to SMEs and larger companies, offering basic accounting, F&A management support, payroll & HR and debt collection. This broad service offering provides customers with flexibility, expertise and one point of contact. The Company has an extensive and local office network of 68 F&A offices serving a broad range of approximately 16,000 customers across the Nordics and the UK.
Within IT services, ECIT provides full stack IT services solutions comprising of managed services, hosting & hybrid cloud, IT consulting and digitisation (BI/AI/ML and Robotics) for SMEs and larger companies. ECIT’s broad range of services allows for one point of contact for all customer IT needs and flexibility to meet a broad range of customer demands. The Company has an extensive and local office network of 22 IT offices, serving approximately 7,000 customers across the Nordics.
ECIT’ Technology division was founded in 2017, with the aim of providing customers with actionable financial insight about their business. Through a customer facing portal, ECIT eases customers’ administrative processes with user friendly applications and automated workflows. The Technology division is also working to increase ECIT’s F&A division's operational efficiency, allowing it to take full ownership of the customer experience and relationship. Since foundation, the Technology segment has grown to over 10,000 customers.
The Listing will support ECIT’s strategy and growth plans, allowing the Company to strengthen its overall market share organically and through acquisitions and improve the Company’s ability to i) attract, retain and motivate talented personnel, ii) diversify and build a long-term shareholder base that can take part in the Company’s future growth and value creation and iii) allow for a more liquid market for the Company’s shares.
ECIT’s total pro forma revenue and EBITDA (IFRS 16) in 2020 was NOK 2,043 million and NOK 290 million, respectively. The Company has a track record of profitable growth, illustrated by sales CAGR of 62% since 2014 and current EBTIDA margin of 14%. The F&A business area constituted 50% of the Company’s pro forma sales in 2020, while IT services and Technology represents 46% and 3% respectively. Steady organic growth coupled with over 100 acquisitions since founding has driven the Company’s growth. At the same time, successful integration has allowed the Company to gain increased scale and to increase operational efficiency, resulting in expanding margins.
The Offering in brief
The Offering is expected to consist of a new share issue in the form of Class B shares of NOK 400 million and a sale of existing shares in the Company offered by a group of the Company’s existing shareholders. The net proceeds from the Private Placement will be used to finance the Company's acquisition of approximately 15% of relevant minority interests in the Company's subsidiaries, future acquisitions and for general corporate purposes.
Two cornerstone investors, Paradigm Capital AG and Varner Kapital AS, have, subject to certain conditions, each undertaken to acquire and to be allocated a minimum of NOK 200 million in the Offering (for a total amount of NOK 400 million) for a price per share of up to NOK 8.00, equivalent to a pre-money equity value of the Company of approx. NOK 3.1 billion.
Subject to receiving the relevant approvals from the Oslo Stock Exchange, as well as prevailing equity capital market conditions, the Company is expected to have its first day of trading on Euronext Growth Oslo in Q2 2021.
Further announcements relating to the Offering and Listing will be made in due course.
ABG Sundal Collier ASA and Arctic Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Offering and Listing (the “Joint Global Coordinators”). Skandinaviska Enskilda Banken AB (publ.) (Oslo branch) is acting as Joint Bookrunner in respect to the offering (together with the JGCs the "Managers").
Wikborg Rein Advokatfirma is acting as legal counsel to the Company. Advokatfirmaet Thommessen is acting as legal counsel to the Managers.
For further information, please contact:
+47 404 53 804
+45 27 80 49 42
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or its securities 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.
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. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
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 for 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 investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement 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.
Neither of the Joint Global Coordinators nor 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 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 in the Company. Neither the Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.