May 20, 2016

NRC Group acquires Railcap

Acquisition of Railcap AS

NRC Rail Group AS, a wholly owned subsidiary of NRC Group ASA ("NRC Group" or the "Company") has today entered into final transaction documents for the acquisition of Railcap AS ("Railcap"). The transaction is expected to be completed later today.

Railcap is a rail signalling specialist contractor in Norway, which carries out railway installations, test and commissioning, construction and design.

The acquisition will significantly strengthen the Company's signalling resources and strengthen NRC Group's market position in general. Furthermore, the acquisition will enable NRC Group to undertake larger projects where signalling work is a vital and integrated part going forward.

Øivind Horpestad, CEO of NRC Group comments:

"Signal competence is a scarce resource in the Norwegian railroad construction sector. In addition to pure signal projects, a number of other large projects is highly dependent on signal competence and capacity. The focus on signalling system improvements is also rapidly increasing. The coming ERTMS project, to convert the Norwegian signal systems to the European signal standard, will be the largest signal project ever undertaken in Norway, with a direct investment frame of up to NOK 12bn and up to NOK 30bn including associated work. By acquiring Railcap NRC Group will have one of the leading signalling companies in-house, which will significantly strengthen our ability to capture the most attractive signal projects being offered over the coming years."

NRC Group will acquire 100% of the shares in Railcap for an enterprise value of NOK 48.0 million as per 31 December 2015. The acquisition will be financed by payment in cash of approximately NOK 28.8 million and by the issuance of 366,879 new shares in the Company (the "Consideration Shares"). The Consideration Shares will be subject to a lock-up period of 18 months.

The shareholders of Railcap have guaranteed a minimum EBT in 2016 of NOK 6.1 million.

About Railcap

Railcap is a rail signaling specialist contractor in Norway which carries out railway installations, test and commissioning, construction and design.

Railcap was established in 2014. In 2015, the company reported revenues of NOK 28.6 million with normalized EBITDA of NOK 7.2 million. As of 31 December 2015, the company's reported total assets amounted to NOK 13.2 million.

The company currently has 15 employees, the vast majority with background from Jernbaneverket and other railway specialists. Railcap and its employees have a broad experience with management/implementation of railway engineering projects, including ERMTS projects.

Railcap is led by managing director Are Sandersen.

Railcap will be organized as a separate subsidiary under the NRC's Norwegian Rail business with the existing management and employees continuing operations.

* * *

NRC Group will further elaborate on the acquisition of Railcap and present its Q1 2016 report later today, 20 May 2016, and invites investors, analysts and media to attend a presentation at Arctic Securities at 11:00 CET.

For further information, please contact:

CEO Øivind Horpestad, telephone: +47 91 00 06 26 or CFO Dag Fladby, telephone: +47 90 89 19 35.

About NRC Group:

NRC Group is a leading company within the Nordic infrastructure market. The group operates within two business segments, Rail and Geo.

RAIL: The Rail division is a fully integrated rail infrastructure contractor covering the Norwegian and Swedish markets. The Rail division is a full-range supplier for the construction of all types of rails including train, tram and subway. Main service offerings include ground work, specialized track work, power supply and signalling work. The Rail division has all the necessary approvals to work within the train, tram and subway segments.

GEO: The Geo division operates within acquisition, processing and modelling of geographic information. The Geo division supplies a wide range of mapping and geographic services that satisfy various standards and specifications, in addition to customized client solutions.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Contact us

Henning Olsen

Henning Olsen


+47 91 74 15 92


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