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

Infront ASA (“Infront” or the “Company”) today announces its intention to launch an initial public offering (the "IPO") of its ordinary shares and to apply for a listing on Oslo Børs.

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Infront is a financial technology firm that provides a modern and user-friendly information and trading terminal, based on a market leading technology fed by both in-house and external financial market data. The Company has a strong foothold in the Nordic region holding a firm no. 2 position(1) in the market after Bloomberg, serving a list of top tier financial institutions. Infront has over the last 20 years built up a company with global reach, serving a diversified customer base with ~ 20,000 end-users in more than 50 countries.

Infront is headquartered in Oslo, Norway and has additional offices in Stockholm, Copenhagen, Helsinki, London, Paris, Cape Town and Johannesburg. The Company had 118 employees as of 30 June 2017.

Infront’s value proposition is to provide high quality market data and trading solutions through an intuitive interface supported by an agile technology platform. The Company delivers standardized and cost-effective products that score highly on user-experience, are easy to deploy in a variety of user settings, and enables the end-users to effectively manage access to data and news sources. Infront is favourably positioned versus main competitors as the Company’s products provide good value for money based on product breadth/depth and price.

Infront was founded in 1998 and has a long history of profitable growth. Growth has primarily been organic, however supported by add-on acquisitions. Furthermore, in late 2016, Infront acquired parts of the Nordic operations and customer base of SIX Financial Information and entered into a partnership that both has improved the content offering and increased the financial terminal customer base. This partnership has manifested the Company’s leadership in the Nordic market.

Infront now has a strong platform well positioned for further Nordic and international growth. The Company is targeting continued organic growth in the Nordic markets and abroad by penetrating the untapped potential in the Nordics and accelerate sales in newly established markets. Furthermore, the Company’ scale and position allows taking an active role in the expected consolidation of the European market. The Company targets a top 3 position in the market for terminals to financial professionals in Europe by 2022.

The IPO aims to support Infront’s organic and inorganic growth plans for the coming years. The IPO is expected to provide greater financial flexibility as consolidation opportunities arise.

The Company announced on 19 June 2017 that it had received strong interest from multiple parties and, as a result, decided to postpone its planned pre-summer IPO until those options were further explored. Over the summer the Company held advanced discussions with a reputable international private equity player regarding a potential transaction. However, the Company decided to end the negotiations for various reasons. Consequently, the Company is now fully committed to the contemplated IPO.

Infront’s business model is Software-as-a-Service, and the Company generates close to all its revenues based on recurring subscriptions for its products. For the year ended 31 December 2016, the Company reported operating revenue of NOK 210 million and EBITDA of NOK 31 million. When fully integrated, Infront expects a total of around NOK 25m in underlying annualized EBITDA contribution from the SIX acquisition/partnership and this year’s acquisition of Inquiry Financial Europe AB, a provider of consensus estimates.

 

Kristian Nesbak, CEO and co-founder of Infront, commented:

Starting off as a technology first company, Infront has proven innovative and has created an advanced financial terminal which resonates very well with user needs in the Nordics and elsewhere. We have spent the past years building a strong platform for growth – investing in R&D, strengthening our strong regional presence in the Nordics, and establishing a footprint in new markets through our new office openings.

Through our successfully integrated acquisitions and the recent SIX deal we have established a strong position to continue our Nordic and international growth. The growth will be driven both organically and through acquisitions, which is one of the main reasons why we are going public.

The goal going forward is to capitalize on our past investments and accelerate growth through strategic acquisitions and partnerships to further strengthen and expand our market position. Our target is to become a top 3 vendor of terminals to financial professionals in Europe by 2022.


Gunnar Jacobsen, Chairman of Infront and investment director at Kistefos, commented:

“Kistefos has been an active owner in Infront since 2000. We have been privileged to be a part of Infront’s growth story for 17 years, seeing them developing from a smaller Nordic player to become a preferred product among most of the financials professionals and top tier banks in the Nordics.

Through Infront’s attractive cash generating Nordic platform with a newly established global reach we clearly believe that the Company is positioned to take further steps. An IPO will give the company new capital and access to the capital markets in the future, which will be an important factor for the Company’s growth strategy. We look forward to inviting new investors to join us as shareholders in Infront and to be a part of the accelerating growth story of Infront as a listed company.”

 

Investment Highlights

  • Leading market position in the Nordics in a market with high barriers-to-entry(2)
    • Strong foothold in the Nordics, holding a clear no. 2 position
    • Nordic stronghold strengthened by the recent SIX partnership providing an increased customer base, significant cost and revenue synergies and a larger portfolio of data offered
  • State-of-the-art information and trading platform with next-generation user interface
    • Providing attractive customer value proposition to financial institutions through a cost-effective and user-friendly product supporting a global, multi-asset platform
    • Delivers a modern financial information platform with state-of-the-art technology both for professional and non-professional end-users
  • Favourable market trends driving the market for Infront’s cost-effective offering
    • Challenging market outlook for premium data platforms on behalf of banks and brokers cost-cutting programs due to declining profits and the expected implementation of MiFID II
    • Infront – without compromising on quality and offering – is expected to benefit from a gradual shift towards competitive terminals at significant lower price points
  • Attractive and tangible organic and inorganic growth opportunities
    • An established platform set for growth based on past successful acquisitions and geographical expansion
    • Attractive opportunities to grow share of wallet for Nordic professional terminal users and in banks’ untapped potential in retail trading solutions
    • Positioned to increase non-Nordic footprint by growing sales from newly established sales offices and through identified acquisition opportunities, providing significant synergies potentials
  • Sticky SaaS business model with high degree of recurring revenue
    • Approximately 98% of Infront's revenues are generated from subscription fees
    • Infront’s sticky customer base with high switching cost has resulted in low churn rates historically
    • Highly cash-generative business with existing business supporting growth

Financial Highlights(3)

 

NOKm

2014

(audited)

2015

(audited)

2016

(audited)

H1 2016

(unaudited)

Q1 2017(4)

(unaudited)

Revenues

181.6

193.0

210.4

105.3

120.3

% Growth

6.3%

6.3%

9.0%

n.a

9.7%

EBITDA

27.6

25.8

31.4

18.1

19.9

% Margin

15.2%

13.4%

14.9%

17.2%

16.5%

EBIT

12.7

13.2

18.3

11.7

9.7

% Margin

7.0%

6.9%

8.7%

7.1%

8.0%


Offering Highlights

The IPO aims to support Infront’s organic and inorganic growth plans for the coming years. The Company is seeking to take an active role in the industry consolidation in Europe, and the IPO will provide greater flexibility as opportunities arise. Furthermore, the IPO will allow the Company to diversify its ownership structure, and is expected to contribute to a sustained strong, diverse and long-term shareholder base for the Company.

The IPO will comprise a public offering to institutional and retail investors in Norway, an offering to the Company’s eligible employees, and a private placement to certain institutional investors internationally. The IPO is expected to consist of an issue of new shares to raise gross proceeds of approximately NOK 100m and a secondary sale. The current majority owners in the Company, Kistefos and the founders Kristian Nesbak and Morten Lindeman through their wholly-owned investment companies, expect to reduce their ownership in Infront in connection with the IPO. The founders will remain substantial shareholders after the IPO and continue to be part of the Company’s management team.

ABG Sundal Collier ASA and Danske Bank Markets (a part of Danske Bank A/S) are acting as Joint Global Coordinators and Joint Bookrunners in the IPO.

Advokatfirmaet Selmer DA is acting as legal advisor to Infront ASA and Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Bookrunners.

Further announcements relating to the process will be made in due course. The exact timing of the proposed IPO remains subject to receiving the relevant approvals from the Oslo Stock Exchange and the Financial Supervisory Authority of Norway (Finanstilsynet), as well as the prevailing equity capital market conditions.


Enquiries

Gunnar Jacobsen, Chairman of Infront, +47 975 91 042

Kristian Nesbak, CEO of Infront, +47 940 04 000

Max Hofer, CFO of Infront, +47 971 48 953


Important notice

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan, Hong Kong, South Africa or the United States or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, Japanese, Hong Kong, South African or United States securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada, Japan, Hong Kong, South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

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"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

This announcement 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 announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member State. A Prospectus prepared pursuant to the Prospectus Directive and approved by the competent authority in Norway is expected to be published by the Company before the Offering period commences (if ever commenced) and, when and if published, can be obtained on the Company's website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Before purchasing any securities, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be accurate or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. In any EEA Member State other than Norway 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.

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. 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. Each of the Company, the Joint Bookrunners and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

This announcement does not constitute a recommendation concerning any offer of securities. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Oslo Børs will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the IPO for the entity concerned. The Joint Bookrunners and their respective affiliates are acting exclusively for the Company and no one else in connection with the IPO.

In connection with the IPO, the Joint Bookrunners and any of their affiliates, may take up a portion of the Shares in the IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the Prospectus, once published (if published), to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.


Footnotes

1 Source: Screen Consultants (measured by number of professional terminals)

2 Source: Screen Consultants. Measured by the number of professional terminals the Group has a no. 2 position in the Nordics

3 Extract from the Company's audited annual accounts for 2014 (NGAAP), 2015 and 2016, and first quarter unaudited interim report for 2017 (all IFRS), as adjusted.

4 Adjusted for IPO related costs of NOK 9.6m

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