APPEAR ASA – Notice of stabilisation and over-allotment

ABG Sundal Collier ASA, (the “Stabilisation Manager“) may, on behalf of the Managers (as defined below), engage in stabilisation activities in the Company’s listed shares (the “Shares“) from today to and including 5 December 2025 (the “Stabilisation Period“). Any stabilisation activities are aimed to support the market price of the Shares.
 
In connection with the Offering, the Managers have over-allotted 1,500,000 Shares to applicants in the Offering (the “Additional Shares“), which equals approx. 11.6% of the Shares sold in the Offering (excluding the Additional Shares). In order to facilitate for the delivery of over-allotted shares, the Stabilisation Manager, on behalf of the Managers, has borrowed a number of existing Shares from the Company, held in treasury, equal to the number of Additional Shares, which will be redelivered to the Company after expiry of the Stabilisation Period (unless the relevant date falls within a closed period pursuant to the EU Market Abuse Regulation, in which case the share loan shall be settled as soon as possible after the expiry of such closed period).
 
The Company has further granted the Stabilisation Manager, on behalf of the Managers, an option to acquire up to 1,500,000 Shares from it at a price per share of NOK 66.50 per share, i.e. equal to the offer price in the Offering (the “Offer Price“) which may only be exercised to close out short positions created by the allocation of Additional Shares in connection with the Offering (the “Greenshoe Option“). The Greenshoe Option may be exercisable at any time, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, during the Stabilisation Period.
 
The Stabilisation Manager may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end at the latest at the end of the Stabilisation Period.
 
If stabilisation activities are undertaken, the Company will publish information on the activities no later than seven trading days following such transaction(s). Further, within one week after the expiry of the Stabilisation Period, the Company will publish information as to whether or not stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the Stabilisation Period commenced and expired; (iii) the price range between which stabilisation was carried out for each of the dates during which stabilisation were carried out; and (iv) the date at which stabilisation activities last occurred.
 
Any stabilisation activities will be conducted based on the principles set out in Article 5 of the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and Chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.
 
Advisors
 
ABG Sundal Collier ASA and DNB Carnegie AS, a part of DNB Bank ASA are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (jointly, the “Managers“).
 
Advokatfirmaet CLP DA is acting as legal advisor to the Company, and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
 
For further information, please contact:
 
Media contact:
Geir Bjørlo, Corporate Communications AS
+47 915 40 000 | geir.bjorlo@corpcom.no
 
About Appear ASA
Headquartered in Oslo, Norway, Appear designs and delivers high-capacity, sustainable solutions for media processing and live content delivery. The Company’s technology enables the capture, transport, and processing of live video from sports stadiums, concert arenas, and other venues to the viewers within milliseconds, ensuring superior video quality and reliability. Appear serves broadcasters, production companies, content owners and network operators worldwide who rely on its live production technology to deliver the world’s most demanding live productions.
 
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
 
IMPORTANT INFORMATION
 
United States
These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, Switzerland, South Africa or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of Appear ASA (the “Company”) in the United States, Norway or any other jurisdiction. The Shares 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 “Securities Act”). The Shares of the Company have not been, and will not be, registered under the 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 Securities Act.
 
European Economic Area
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.
 
These materials are an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.
 
In any EEA Member State other than Norway and Sweden (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Regulation as implemented in Norway and passported into Sweden pursuant to the Prospectus Regulation) that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article (e) of the Prospectus Regulation (“Qualified Investors”), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in such EEA Member State.
 
United Kingdom
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are 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) are 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 document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
 
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. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
 
Neither the Managers 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 of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
 
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
 
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restriction