Appear ASA intends to apply for a listing on Euronext Oslo Børs
Appear ASA intends to apply for a listing on Euronext Oslo Børs
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Oslo, 20 October 2025: Appear ASA (the "Company", and together with itsconsolidated subsidiaries, the "Group" or "Appear"), a global leader (1) inliveproduction technology, powering Tier-1 sports and events globally, todayannounces its intention to apply for a listing of its shares on Euronext OsloBørs (the "Listing").
Headquartered in Oslo, Norway, Appear designs and delivers high-capacity,sustainable solutions for media processing and live content delivery. TheCompany's technology enables the capture, transport, and processing of livevideo from sports stadiums, concert arenas, and other venues to the viewerswithin milliseconds, ensuring superior video quality and reliability. Appearserves broadcasters, production companies, content owners and networkoperatorsworldwide who rely on its live production technology to deliver the world'smostdemanding live productions.
Thomas Bostrøm Jørgensen, CEO of Appear, comments: "Our intention to listAppearmarks a significant milestone in the Company's development. Over the past fouryears, we delivered annual revenue growth (CAGR) of 35%, established a solidglobal foundation and demonstrated our technology leadership with Tier-1 livesports customers worldwide. A listing on Oslo Børs will provide the platformtocontinue our growth, expand into adjacent segments through our new cloud basedVX Platform and continue delivering the reliability and innovation that makeAppear the partner of choice for the world's foremost live productions."
Commercial model and customer base
Since 2021, Appear has transitioned from an indirect reseller-based model to adirect international sales approach, establishing regional Centres ofexcellenceto serve Tier-1 customers. Combined with the introduction of its flagshipproduct, the X Platform, this strategic shift has enabled the entry into theAcquisition market (where live videos and audios are being transported fromthevenue to the production facility) and enhanced customer engagement andoperational scale, driving accelerated growth and profitability.
Technology portfolio and differentiation
Appear offers modular and flexible technology platforms addressing theend-to-end live media value chain. The Company's unique platform architecturecombines the efficiency of custom hardware with the adaptability of software,delivering complete functionality that enables broadcasters and operators toscale effortlessly across any live production environment. X Platform: Marketleading compression and contribution solution for Tier-1 broadcasters,providingultra-low latency and superior density. VX Platform: A new software-basedprocessing solution launching in Q4 2025, bridging traditional broadcast andcloud-native workflows. XC Platform: A solution for IPTV and broadcastdistribution.
Founders and employees currently own approximately 87 % of the issued sharesinthe Company while approximately 8 % is owned by external financial investors.The Company also has shares in treasury equivalent to approximately 5% of theissued shares in the Company. Accelerator Ltd., an entity controlled by Mr.ArneGræe, is the largest owner of the Company with approximately 52.3% of theshares.
Financial highlights
Appear generated NOK 606m in revenue for the year 2024 and an EBITDAC NOK 87mfor the same period, corresponding to a 14.4% EBITDAC (2) margin. Appear hasdelivered a 35% revenue CAGR from 2021 to LTM H1 2025 and achieved an EBITDACmargin (3) of 16% (LTM H1 2025). See financial results from 2022 to LTM H12025in attachment.Listing highlights
In connection with the contemplated Listing, the Company will conduct aprimaryoffering through a new share issue and sale of existing shares held intreasuryfor a total consideration of approximately NOK 200 million (a portion of whichas an over-allotment option) as well as facilitate a secondary offering ofexisting shares from a group of existing shareholders of the Company (the"Offering"). The shares will be offered through a public offering in NorwayandSweden, as well as a private placement to institutional investors in Norwayandinternationally.
Four cornerstone investors have undertaken to acquire and to be allocatedOfferShares for a total amount of NOK 380 million in the Offering, subject tocertainconditions, and for a price per share of up to NOK 66.50, which is equivalenttoa pre-money equity value of the Company of NOK 2,500 million adjusted forsharesheld in treasury by the Company. The four cornerstone investors are i) AlfredBerg Asset Management with NOK 120 million, ii) Storebrand Asset ManagementwithNOK 100 million, as well as iii) DNB Asset Management and iv) Kverva FinansAS,both with NOK 80 million committed.
The offer to institutional investors will only be made (i) to certaininstitutional investors outside the United States, pursuant to Regulation Sunder the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act");and (ii) in the United States, only to those reasonably believed to bequalifiedinstitutional buyers in reliance on Rule 144A under the U.S. Securities Act.
Full terms, conditions and instructions for the Listing and Offering will beincluded in the prospectus expected to be published by the Company inconnectionwith the Listing and the Offering.
The Company, Board of Directors and management will be subject to a 360 dayslock-up for their shareholdings, subject to customary exemptions. In addition,a180 days lock-up will be applicable for all selling shareholders.
Subject to required corporate approvals by the Company and receiving therelevant approvals from Euronext Oslo Børs and the Norwegian FinancialSupervisory Authority, as well as prevailing equity capital market conditions,the Offering and the Listing is expected to take place in Q4 2025.
AdvisorsABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA, act as JointGlobal Coordinators and Joint Bookrunners in the Listing and the Offering (the"Managers"). Advokatfirmaet CLP DA acts as legal advisor to the Company, andAdvokatfirmaet Thommessen AS acts as legal advisor to the Joint GlobalCoordinators.
For further information, please contact:
Geir Bjørlo, Corporate Communications AS+47 915 40 000 | geir.bjorlo@corpcom.no
Footnotes:
1) The Group's market leading position refers to an estimate by the Companywhere the Group's revenue for relevant product or product portfolios isdividedby the projected market size included in an independent report prepared byDevoncroft Partners.2) EBITDAC is defined as the Group's profit or loss before interest, taxation,depreciation and amortization charges and further adjusted for thecapitalization of development expenditure and adjusted for the Group'sexpenditure on capitalized development expenditure.3) EBITDAC margin is calculated as EBITDA as a percentage of total revenue.
Important information:
United StatesThese materials may not be published, distributed or transmitted in the UnitedStates, Canada, Australia, the Hong Kong Special Administrative Region of thePeople's Republic of China, Switzerland, South Africa or Japan. Thesematerialsdo not constitute an offer of securities for sale or a solicitation of anofferto purchase securities (the "Shares") of Appear ASA (the "Company") in theUnited States, Norway or any other jurisdiction. The Shares of the Company maynot be offered or sold in the United States absent registration or anexemptionfrom 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 thesecurities mentioned in this communication will be made solely to "qualifiedinstitutional buyers" as defined in Rule 144A under the Securities Act.
European Economic AreaAny offering of securities will be made by means of a prospectus to bepublishedthat may be obtained from the Company or selling security holder, oncepublished, and that will contain detailed information about the Company anditsmanagement, as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes ofRegulation (EU) 2017/1129, as amended (together with any applicableimplementingmeasures in any Member State, the "Prospectus Regulation"). Investors shouldnotsubscribe for any securities referred to in these materials except on thebasisof information contained in the prospectus.
In any EEA Member State other than Norway and Sweden (from the time theprospectus has been approved by the Financial Supervisory Authority of Norway,in its capacity as the competent authority in Norway, and published inaccordance with the Prospectus Regulation as implemented in Norway andpassported into Sweden pursuant to the Prospectus Regulation) that hasimplemented the Prospectus Regulation, this communication is only addressed toand is only directed at "qualified investors" in that Member State within themeaning of Article (e) of the Prospectus Regulation ("Qualified Investors"),i.e., only to investors to whom an offer of securities may be made without therequirement for the Company to publish a prospectus pursuant to Article 3 oftheProspectus Regulation in such EEA Member State.
United KingdomIn the United Kingdom, these materials are only being distributed to and areonly directed at Qualified Investors who (i) are investment professionalsfalling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) arepersonsfalling within Article 49(2)(a) to (d) of the Order (high net worth companies,unincorporated associations, etc.) (all such persons together being referredtoas "Relevant Persons"). These materials are directed only at Relevant Personsand 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 isavailable only to Relevant Persons and will be engaged in only with RelevantPersons.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "anticipate", "believe","continue", "estimate", "expect", "intends", "may", "should", "will" andsimilarexpressions. The forward-looking statements in this release are based uponvarious assumptions, many of which are based, in turn, upon furtherassumptions.Although the Company believes that these assumptions were reasonable whenmade,these assumptions are inherently subject to significant known and unknownrisks,uncertainties, contingencies and other important factors which are difficultorimpossible to predict and are beyond its control. Such risks, uncertainties,contingencies and other important factors could cause actual events to differmaterially from the expectations expressed or implied in this release by suchforward-looking statements. The information, opinions and forward-lookingstatements contained in this announcement speak only as at its date, and aresubject to change without notice.
This announcement is made by, and is the responsibility of, the Company. TheManagers are acting exclusively for the Company and no one else and will notberesponsible to anyone other than the Company for providing the protectionsafforded to their respective clients, or for advice in relation to thecontentsof this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes anyrepresentation as to the accuracy or completeness of this announcement andnoneof them accepts any responsibility for the contents of this announcement oranymatters referred to herein.
This announcement is for information purposes only and is not to be relieduponin substitution for the exercise of independent judgment. It is not intendedasinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities of the Company. Neither theManagers nor any of their respective affiliates accepts any liability arisingfrom the use of this announcement.
Each of the Company, the Managers and their respective affiliates expresslydisclaims any obligation or undertaking to update, review or revise anystatement contained in this announcement whether as a result of newinformation,future developments or otherwise.
The distribution of this announcement and other information may be restrictedbylaw in certain jurisdictions. Persons into whose possession this announcementorsuch other information should come are required to inform themselves about andto observe any such restrictions.
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