Unified Messaging Systems ASA

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1 Unified Messaging Systems ASA (A public limited company incorporated under the laws of Norway) Initial public offering of shares at a price of NOK 1,25 per share Listing of the Company`s shares on Oslo Axess This prospectus (the Prospectus ) has been prepared in connection with the initial public offering (the Offering ) of shares of Unified Messaging Systems ASA (the Company ), a public limited company incorporated under the laws of Norway (together with its consolidated subsidiaries, the Group ), and the related listing (the Listing ) on Oslo Axess, a regulated market place operated by Oslo Børs ASA (the Oslo Stock Exchange ) of the Company s shares, each with a par value of NOK 0.01 (the Shares ). The Offering comprises up to 50,000,000 new Shares to be issued by the Company (the "Offer Shares"). The Offering is directed to the public in Norway and Sweden on the basis of this Prospectus. The price at which the Offer Shares are sold will be NOK 1.25 per Offer Share (the Offer Price ). The price has been determined on the basis of an overall evaluation, including the Company s historical and expected earnings and future market prospects and a comparison of these factors with the market valuation of comparable companies, the expected demand for Offer Shares as well as a wider assessment of the stock market in general. The subscription period (the Subscription Period ) will commence at 12:00 hours (CET) (Central European Time, CET ) on 19 December 2016 and close at 23:59 hours (CET) on 28 December The Subscription Period may, at the Company s sole discretion and for any reason, be extended beyond the set times, but will in no event be extended beyond 12:00 hours (CET) on 3 January The Shares are, and the Offer Shares will be, registered in the Norwegian Central Securities Depository (the VPS ) in book-entry form. All Shares will rank in parity with one another and each carry one vote per Share. Except where the context otherwise require, references in this Prospectus to the Shares will be deemed to include the Offer Shares. Investing in the Offer Shares involves a high degree of risk. Prospective investors should read the entire document and, in particular, consider Section 2 Risk Factors beginning on page 16 when considering an investment in the Company. The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction outside Norway and Sweden. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons whom, offers and sales of the Offer Shares may lawfully be made. The Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and the Offer Shares are being offered and sold: (i) in the United States only to QIBs as defined in Rule 144A or in other transactions exempt from registration requirements under the US Securities Act; and (ii) outside the United States in compliance with Regulation S. The distribution of this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. See Section 6.24 Restrictions on sale and transfer. The Company has on 9 December 2016 applied for the Shares to be admitted for trading and listing on Oslo Axess, and completion of the Offering is subject to the approval of the listing application by the board of directors of the Oslo Stock Exchange. The due date for the payment of the Offer Shares is expected to be on or about 6 January Delivery of the Offer Shares is expected to take place on or about 3 January 2017 through the facilities of the VPS. Trading in the Shares on Oslo Axess is expected to commence on or about 6 January 2017, under the ticker code UMS. If closing of the Offering does not take place on such date or at all, the Offering may be withdrawn, resulting in all applications for Offer Shares being disregarded, any allocations made being deemed not to have been made and any payments made will be returned without any interest or other compensation.

2 Important Notice This Prospectus has been prepared to comply with the Norwegian Securities Trading Act and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended, (the EU Prospectus Directive ). This Prospectus has been prepared solely in the English language. This Prospectus has been prepared in accordance with the proportionate disclosure regime. The Norwegian FSA has reviewed and approved this Prospectus on December 19, 2016 in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. The Norwegian FSA has, in accordance with Article 18 of Directive 2003/71/EC, provided the prospectus authority in Sweden with a certificate of approval, attesting that this Prospectus has been drawn up in accordance with the EU Prospectus Directive. For the definitions of terms used throughout this Prospectus, see Section 17 Definitions and glossary of terms. The Company has furnished the information in this Prospectus. The Manager make no representation or warranty, expressed or implied, as to the accuracy or completeness of such information and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Manager. The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of Listing of the Shares on Oslo Axess, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor any sale of Offer Shares made hereunder, shall under any circumstances create any implication that there has been no change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. No person is authorized to give any information about or to make any representations on behalf of the Company or otherwise in connection with the Listing or the Offering other than as set out in and contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorized by the Company or by the Manager or any of their affiliates, advisers or selling agents. The contents of this Prospectus are not to be construed as legal, business, financial or tax advice. In making an investment decision, each investor must rely on their own examination, and analysis of, and enquiry into the Company and the terms of the Offering, including the merits and risks involved. Neither the Company nor the Manager, or any of their respective representatives or advisers, are making any representation to any offeree or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each reader of this Prospectus should consult with its own legal, business or tax advisor as to legal, business or tax advice and related aspects of a purchase of the Shares. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser before making any investment decision. This Prospectus and the terms and conditions of the Offering as set out herein shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Offering or this Prospectus. No action has been or will be taken in any jurisdiction other than Norway and Sweden by the Manager or the Company that would permit a public offering of the Offer Shares, or the possession or distribution of any documents relating thereto, in any jurisdiction where specific action for that purpose is required. Accordingly, this Prospectus may not be used for the purpose of, and does not constitute, an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, any securities in any jurisdictions in any circumstances in which such offer or solicitation is not lawful or authorized. The Company and the Manager require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. For further details, see Section Selling restrictions and Section Transfer restrictions. Explicitly, and without limiting the generality of the forgoing, the Offer Shares are not being offered and may not be offered or sold, directly or indirectly, in Canada, Australia or Japan or to or for the account of any resident of Canada, Australia or Japan. Each prospective investor and applicant must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, applies for, offers or sells the Offer Shares, or possesses or distributes this Prospectus and must obtain any consent, approval or permission required by it for acquiring Offer Shares. Each purchaser of Offer Shares will be deemed to have acknowledged, by its application for Offer Shares that the Company and the Manager and their respective affiliates and other persons will rely on the accuracy of the acknowledgements, representations and agreements set forth herein. Prospective investors are expressly advised that an investment in the Company s Shares entails financial and legal risk and that they should therefore read this Prospectus in its entirety, and particularly Section 2 Risk factors, when considered an investment in the Company's Shares. For further details, see Section Selling Restrictions and Section Transfer restrictions. 2

3 TABLE OF CONTENTS 1. EXECUTIVE SUMMARY RISK FACTORS RISKS RELATED TO THE COMPANY AND THE INDUSTRY IN WHICH IT OPERATES General market risks The Group may not be able to implement its business strategy successfully or manage its growth effectively Risk of adverse economic, political and legal conditions political and geo-political risks Risks related to the competitive situation Operational risks Technological risks Trade Secrets and Intellectual Property Risks Dependence on key personnel Contractual risks Changes in laws and regulations FINANCIAL RISK Liquidity risks Currency risks Interest rate fluctuations could affect the Group`s cash flow and financial position Tax RISK FACTORS RELATING TO THE SHARES AND THE OFFERING Volatility of share price The Company`s ability to pay dividends is dependent on the availability of distributable reserves Control by major shareholders The Offering may not be concluded There is no prior market for the Shares, and an active trading market may not develop The Company will have broad discretion over the use of the net proceeds from the Offering and may not use them effectively Future sales of Shares may have a negative impact Shareholders not participating in future offerings may be diluted Preferential rights may not be available to U.S. holders of the Company s Shares It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Company, its affiliates, directors and officers Holders of the Company s Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose shares are registered in their own names with the VPS The ability of shareholders to make claims against the Company following registration of the share capital increase in the Norwegian Companies Register is severely limited under Norwegian law RESPONSIBILITY STATEMENTS BOARD OF DIRECTORS RESPONSIBILITY STATEMENT GENERAL INFORMATION PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Information Other Information Rounding CAUTIONARY NOTE REGARDING FORWARD LOOKIN STATEMENTS THE LISTING PURPOSE OF THE LISTING LISTING APPLICATION THE OFFERING PURPOSE OF THE OFFERING AND USE OF PROCEEDS OVERVIEW OF THE OFFERING TIMETABLE

4 6.4 RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH THE OFFERING CONDITIONS FOR COMPLETION OF THE OFFERING SUBSCRIPTION PERIOD SUBSCRIPTION PROCEDURES GUARANTEE ALLOTMENT OF OFFER SHARES PAYMENT FOR THE ALLOCATED OFFER SHARES DELIVERY AND TRADING OF ALLOCATED SHARES VPS ACCOUNT PUBLICATION OF INFORMATION IN RESPECT TO THE OFFERING THE RIGHTS CONFERRED BY THE OFFER SHARES SHARE CAPITAL BEFORE AND AFTER THE OFFERING DILUTION PROCEEDS AND EXPENSES RELATED TO THE OFFERING LOCK-UP AGREEMENTS DISPARITY BETWEEN OFFER PRICE AND PRICE TO AFFILIATES MANAGERS AND ADVISORS INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFERING JURISDICTION MANDATORY ANTI-MONEY LAUNDERING PROCEDURES RESTRICTIONS ON SALE AND TRANSFER Selling restrictions Transfer restrictions THE COMPANY S BUSINESS AND INDUSTRY INTRODUCTION TO THE ALERT INDUSTRY The market Market trends Competition DEMAND FOR ALERT SERVICES POSITIONING OF UMS PRESENTATION OF THE COMPANY GENERAL HISTORICAL BACKGROUND AND COMPANY DEVELOPMENT COMPETITIVE STRENGTHS STRATEGY Background Educating and building the market Market development per country Market penetration Acquisitions Product development Cost base Growth and results DESCRIPTION OF THE BUSINESS About the Company Technologies and Solution Offerings Platform overview Alerting technologies Population alert Service Alerting & Community Messaging Group Alert System Location Based Services Organization Global presence CUSTOMERS AND CUSTOMER RELATIONS

5 8.7 UMS S REVENUE MODEL CONTRACTS Customer contracts Lease of premises Material contracts and related party agreements PROPERTY, PLANT AND EQUIPMENT ENVIRONMENTAL ISSUES DEPENDENCY ON PATENTS AND TRADEMARKS, RESEARCH AND DEVELOPMENT, LICENSES AND CONTRACTS CURRENT TRENDS BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE OVERVIEW BOARD OF DIRECTORS The composition of the Board of Directors and Shares held by Board Members Description of the board of the directors Additional information about directorships and management positions EXECUTIVE MANAGEMENT Overview Description of the executive management team Additional information about directorships and management positions REMUNERATION AND BENEFITS Compensation to the members of the Board of Directors Remuneration to the members of the executive management Pension scheme Loans and guarantees EMPLOYEES INCENTIVE PROGRAMS Bonus Option scheme for senior executives / key employees NOMINATION COMMITTEE AUDIT COMMITTEE REMUNERATION COMMITTEE CORPORATE GOVERNANCE CONFLICT OF INTERESTS ETC CONSOLIDATED FINANCIAL INFORMATION AND OPERATING REVIEW INTRODUCTION INDEPENDENT AUDITOR ACCOUNTING PRINCIPLES CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED CASH FLOW STATEMENT CHANGES IN SHAREHOLDERS EQUITY SEGMENT INFORMATION MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS The financial performance for the year 2015 compared to Revenues Operating expenses Operating loss Net financial items Income taxes Balance sheet Cash flow The financial performance for the nine months periods ending 30 September 2016 compared to 30 September Revenues Operating expenses/operating loss

6 Net financial items Income taxes Balance sheet Cash flow Events after 31 December CAPITAL RESOURCES INFORMATION CONCERNING THE GROUP S CAPITAL RESOURCES FINANCIAL RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS WORKING CAPITAL STATEMENT INVESTMENTS AND LEASES Investments Principle investments in progress Principle historical investments Research & Development Leases DEBT STRUCTURE Interest-bearing liabilities CAPITALIZATION AND INDEBTEDNESS CORPORATE INFORMATION AND DESCRIPTION OF THE SHARE CAPITAL COMPANY CORPORATE INFORMATION LEGAL STRUCTURE UMS India UMS UK UMS ApS UMS AB UMS OY Previstar SHARE CAPITAL AND SHARE CAPITAL HISTORY ADMISSION TO TRADING SHAREHOLDER STRUCTURE OWN SHARES OUTSTANDING AUTHORIZATIONS Authorization to increase the share capital and to issue Shares RIGHTS TO ACQUIRE SHARES Convertible loan Options SHAREHOLDER RIGHTS SHAREHOLDER POLICY DIVIDENDS AND DIVIDEND POLICY LOCK-UP AGREEMENTS SHAREHOLDER AGREEMENTS THE ARTICLES OF ASSOCIATION AND CERTAIN ASPECTS OF NORWEGIAN LAW Articles of Association Certain aspects of Norwegian corporate law General meetings Voting rights Amendments to the Articles of Association Additional issuances and preferential rights Minority rights Rights of redemption and repurchase of shares Shareholders vote on certain reorganization Mandatory offer requirements Compulsory acquisition Legal constraints on the distribution of dividends Distribution of assets on liquidation Liability of directors

7 Indemnification of directors SECURITIES TRADING IN NORWAY TRADING AND SETTLEMENT INFORMATION, CONTROL AND SURVEILLANCE The VPS and Transfer of Shares Share Register Foreign Investment in Norwegian Shares Disclosure Obligations Insider Trading Mandatory Offer Requirement Compulsory Acquisition Foreign Exchange Controls TAXATION OF SHAREHOLDERS NORWEGIAN TAXATION Taxation of repayments of paid-in capital Taxation of dividends Taxation of capital gains upon realization of shares Net wealth tax Inheritance tax VAT AND TRANSFER TAXES LEGAL MATTERS DISPUTES RELATED PARTY AGREEMENTS MATERIAL CONTRACTS OUTSIDE THE ORDINARY COURSE OF BUSINESS ADDITIONAL INFORMATION APPENDIX DOCUMENTS ON DISPLAY STATEMENT REGARDING SOURCES STATEMENT REGARDING EXPERT OPINIONS IDENTIFICATION OF PERSONS RESPONSIBLE DEFINITIONS AND GLOSSARY OF TERMS DEFINITIONS GLOSSARY OF TERMS SWEDISH SUMMARY APPENDICES 1. ARTICLES OF ASSOCIATION... A FINANCIAL STATEMENTS (NGAAP)... A FINANCIAL STATEMENTS (NGAAP)... A FINANCIAL STATEMENTS (IFRS)... A 4 5. INTERIM FINANCIAL STATEMENTS (IFRS)... A 5 6. SUBSCRIPTION FORM... A 6 7

8 1. EXECUTIVE SUMMARY Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A-E (A.1 -E.7). This summary contains all Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Section A Introduction and warnings A.1 Warnings This summary should be read as an introduction to the Prospectus; A.2 Consent to use of the prospectus any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities Not applicable; financial intermediaries are not entitled to use the prospectus for subsequent resale or final placement of securities. Section B Issuer B.1 Legal and commercial name B.2 Domicile and legal form, legislation and country of incorporation B.3 Current operations, principal activities and markets Unified Messaging Systems ASA. The Company is a public limited liability company organized and existing under the laws of Norway pursuant to the Norwegian Public Limited Companies Act. The Company was incorporated in Norway on 27 November The Company`s business registration number in the Norwegian Register of Business Enterprises is The Group delivers solutions covering Pubic Warning, Notifications and Service Alerts, and has almost 20 years of experience in the field (founded in 1998). In the PAS segment UMS offers a patented Location-based alerting system that allows people in a specific area to be alerted based on the location of their mobile phone. The technology works by integrating the UMS LBAS solution with components from telecommunication operators and is ideal for alerting the population in cases of emergency. In the SaaS segment UMS offers centrally hosted mass notification solutions enabling both public and private utility organizations to communicate service notifications via text message, voice and . The recipients are residents 8

9 B.4a Significant recent trends affecting the Company and the industries in which it operates and companies selected based on their registered address. The group also offers Group Alert Systems for one and two-way communication, intended for both planned and unplanned incidents. First responders and emergency preparedness organizations, use the solution to initiate emergency alerts to organize and communicate with personnel. At January 1 st 2015 the Company acquired LBS NewCo AS, the LBAS division of the Norwegian company CellVision AS, for a price of MNOK 38,0. The purchase resulted in vertical integration of the Group s LBAS business. In April of 2016, the Company acquired Previstar Inc., an American company providing emergency preparedness software. The acquisition will allow the Group to bundle Previstar s software with its existing alerting platforms. The Group works at a district and national level with 1200 clients worldwide, reaching over 80 million people. The Company acquired LBS NewCo AS, the LBAS division of Cellvision AS, at January 1 st The company merged with UMS AS at December 31 st The Company acquired Previstar Inc, an American company providing emergency preparedness software in April of There have been no other significant recent events affecting the Company and industry. B.5 Description of the Group The Company conducts the operations in Norway, and is also the holding company of the Subsidiaries. B.6 Interests in the Company and voting rights Shareholders owning 5% or more of the Shares have an interest in the Company`s share capital which is notifiable pursuant to the Norwegian Securities Trading Act. The Table below set forth the ownership percentage held by such notifiable shareholders. Shareholders Shares Percent Fougner Invest AS ,92 % Kristianro AS ,92 % Bernt AS ,36 % There are no differences in voting rights between shareholders. B.7 Selected historical key financial information The Company is not aware of any arrangements that may at a subsequent date result in a change of control of the Company. The following selected financial information has been extracted from the Company s unaudited consolidated interim financial statements as of and for the nine months ended 30 September 2016 with comparable figures for 2015 and the Company s audited consolidated financial statements as of and for the year ended 31 December 2015 which are included in the Company s 2015 annual report. The Company s consolidated annual financial statements for 2015 have been prepared in accordance with IFRS as adopted by the European Union and the interim financial statements have been prepared in accordance with 9

10 IAS 34. The Company s consolidated annual financial statements for 2014 and 2015 have been prepared in accordance NGAAP. The selected financial information set forth below should be read in conjunction with the Company s published financial statements and its accompanying notes. CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME 3 months 9 months ended 12 months ended 12 months ended Q3 30 September 31 December 31 December IFRS IFRS IFRS NGAAP (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (audited) (audited) (audited) OPERATING REVENUES Sales revenue Total operating revenues OPERATING EXPENSES Cost of materials etc Personnel costs Depreciation/amortization Other operating expenses Total operating expenses OPERATING PROFIT/LOSS (-) FINANCIAL INCOME AND EXPENSES Other financial income Other financial expenses Total net financial items PROFIT/LOSS (-) BEFORE TAX Income taxes PROFIT/LOSS (-) FOR THE YEAR Basic and diluted earnings per share -0,03 0,00-0,04-0,11-0,11-0,11 NA NA CONSOLIDATED COMPREHENSIVE INCOME STATEMENT Profit/loss (-) for the year Currency translation differences NA NA Total items that may be reclassified subsequently to profit or loss TOTAL COMPREHENSIVE INCOME FOR THE YEAR NA NA

11 CONSOLIDATED BALANCE SHEET 9 months ended 12 months ended 12 months ended 30 September 31 December 31 December IFRS IFRS NGAAP (unaudited) (unaudited) (audited) (audited) (audited) FIXED ASSETS Capitalized development costs Technology assets Goodwill Deferred tax assets Operating equipment and fixtures Total non current assets Capitalized fulfillment costs Other non-current receivables Total other non current assets TOTAL NON CURRENT ASSETS CURRENT ASSETS Trade debtors Other receivables and prepayments Total receivables and prepayments Bank deposits and cash in hand TOTAL CURRENT ASSETS TOTAL ASSETS EQUITY AND LIABILITIES EQUITY Share capital Other paid in capital Total paid-in capital Other reserves TOTAL EQUITY LIABILITIES Convertible bond loan Debt to credit institutions Other non-current interest-bearing liabilities TOTAL NON CURRENT LIABILITIES Trade creditors Income tax liability Government charges & special taxes Other current liabilities Debt to credit institutions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES

12 CONSOLIDATED CASH FLOW STATEMENT 9 months ended 12 months ended 12 months ended 30 September 31 December 31 December IFRS IFRS NGAAP (unaudited) (unaudited) (unaudited) (audited) (audited) (audited) Cash flow from operating activities Result before tax Paid tax Depreciation/amortisation Changes in trade debtors Changes in trade creditors Effect of currency fluctuations Items classified as investing or financing activities Changes in other accruals items Net cash flow from operating activities Cash flow from investing activities Purchase of fixed assets Capitalization of development expenses Purchase of shares and units in other enterprises Net cash flow from investing activities Cash flow from financing activities Change in short term credit facility Receipt from interest bearing liabilities, incl. the total convertible bond loan Receipt of new equity Net cash flow from financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period B.8 Selected key pro forma financial information B.9 Profit forecast or estimate B.10 Audit report qualifications Not applicable. There is no pro forma financial information. Not applicable. No profit forecast included. Not applicable. There are no qualifications in the audit reports. B.11 Working capital The Company is of the opinion that the working capital available to the Group is sufficient for the Group`s present requirements, for the period covering at least 12 months from the date of this Prospectus. Section C Securities C.1 Type and class of securities admitted to The Company has one class of shares in issue, and all shares in that class have equal rights in the Company. The Share have been issued under the Norwegian 12

13 trading and identification numbers Public Limited Companies Act and are registered with the VPS under International Securities Identification Number ( ISIN ) NO C.2 Currency The Offer Shares will, equally to the existing Shares, have a par value in, be quoted in and traded in Norwegian kroner ( NOK ) on Oslo Axess. C.3 Number of shares and par value C.4 Right attached to the securities C.5 Restrictions on transferability As of the date of this Prospectus, the Company's share capital is NOK 1,409, divided on 140,913,938 Shares each with a par value of NOK The Company has one class of Shares in issue, and in accordance with the Norwegian Public Limited Companies Act, all Shares in that class provide equal rights in the Company. Each of the Company`s Shares carries one vote. The Articles of Association do not provide for any restrictions on the transfer of Shares, or a right of first refusal for the Company. Share transfers are not subject to approval by the Board of Directors. C.6 Admission to trading The Company has on 9 December 2016 applied for admission to trading of its Shares on the Oslo Axess. It is expected that the board of directors of the Oslo Stock Exchange approve the listing application of the Company on or about 19 December 2016, subject to certain conditions being met. The Company currently expects commencement of trading in the Shares on Oslo Axess on or around 6 January C.7 Dividend policy The Company's goal is to give shareholders a competitive return on invested capital, considering the risk profile. Returns will be achieved through a combination of positive share price development and potential payment of dividends from the company. The company will continuously assess whether available liquidity should be used for new investments or to pay dividends. For the next few years it is expected that the Company emphasizes growth rather than paying dividends, but this will be assessed on an annual basis. Section D Risks D.1 Key risks specific to the Company or its industry Risk relating to the Group's business, including: The Group may not be able to implement its business strategy successfully or manage its growth effectively. The Public Warning industry is still in the early stages of maturity. UMS has operations (both subsidies and customers) in numerous countries in the world, and changing legal conditions could affect the company s situation. Risk of damage to the data center facilities the Public Warning industry is constantly evolving, and innovations from competitors may reduce demand for the Group s services Risk that the measures taken to preserve trade secrets and confidentiality information are insufficient Dependence on key personal Contractual risk, both to the award of new contracts as well as to potential breach of contracts Changes in laws and regulations 13

14 D.3 Key risks specific to the Securities Risks relating to financing, including: lack of ability to fulfil its short and long-term payment obligations towards third parties; failure to successfully refinance the indebtedness; currency interests rate fluctuations exposure towards changes in tax laws, treaties or regulations as a result of the Group's tax structure. The price of the Shares could fluctuate significantly. The Company may be unwilling or unable to pay any dividends in the future Future sales, or the possibility for future sales, of substantial numbers of Shares could affect the market price of the Shares. Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares. No prior market for the Shares, and an active market may not develop Control my one major shareholder, whose interest may not be the same as the Company Section E The Offer E.1 Net proceeds and estimated expenses E.2a Reasons for the Offering and use of proceeds The Offering consist of an offer of 50,000,000 Offer Shares to be issued by the Company to raise an amount of approximately NOK 62,5 million. The Company will receive the net proceeds from the issue of the Offer Shares. The net proceeds to the Company will be approximately NOK 55,5 million, based on estimated total transaction costs of approximately NOK 7 million related to the Listing and the Offering of the Offer Shares. The Company believes the Offering and the Listing will: enable access to equity capital markets if necessary for further growth; diversify the shareholder base; enhance the Company s profile with investors, business partners, vendors and customers; further improve the ability of the Company to attract and retain key management and qualified employees; and enable the Selling Shareholders to partially monetize their holding, and allowing for a liquid market for its shares going forward. The Company intends to use the net proceeds from the Offer Shares in the Offering to: NOK will be used to repay loan from Nordea Bank Norge ASA NOK will be used to repay bank overdraft from Nordea Bank Norge ASA 14

15 NOK will be used to repay loan from Reidar Fougner NOK will be used to repay loan from Fougner Invest AS NOK will be used to repay loan from Kristianro AS NOK will be used to Research & Development related to the Company`s software NOK will be used to contribute to a positive equity for the Company and strengthen the financial position of the Company E.3 Terms and conditions of the Offering The Offering comprises of 50,000,000 Offer Shares to be issued by the Company at an Offer Price of NOK 1.25 per Offer Share. The Offer Shares are offered on the basis of a resolution in the general meeting of UMS held 14 November The Offering is guaranteed in full by a group of Guarantors. The Guarantors have on 7 November 2016 entered into a subscription and guarantee agreement with the Company whereby they undertake to guarantee for the subscription of Offer Shares in the amount of NOK 62,500,000. The Guarantors shall in sum receive an agreed commission of 2% of the Guaranteed Amount. The Subscription Period will last from and including (CET) 19 December 2016 to (CET) on 28 December E.4 Material and conflicting interests E.5 Selling shareholders and lock-up E.6 Dilution resulting from the Offering E.7 Estimated expenses charged to investor The Manager expect to issue notifications of allocation of Offer Shares on or about 29 December 2016, by issuing contract notes to the applicants by mail or otherwise. Payment by applicants in Offering will take place against delivery of Offer Shares. Delivery and payment for Offer Shares is expected to take place on or about 3 January Arctic and its affiliates are currently providing, and may provide in the future, investment banking services to the Company and its affiliates in the ordinary course of business, for which they may receive and may continue to receive customary fees and commissions. Arctic is Manager for the Offering and will receive a fixed management fee in connection with the Offering and a fixed success fee with payment conditional upon successful completion of the Offering and Listing. Arctic as Manager, may be considered having an interest in the Offering. Beyond the above-mentioned, the Company is not aware of any interest, including conflicting ones, of any natural or legal persons involved in the Offering. There are no shareholders selling shares in connection with the Offering. There are no Lock-up restrictions on either the Shares or the Offer Shares. Following completion of the Offering, the immediate dilution for the existing shareholders who do not participate in the Offering is estimated to be approximately 26,19%. Not applicable. No expenses will be charged to shareholders by the Company. 15

16 2. RISK FACTORS Investing in the Shares involves a significant degree of risk. Before making an investment decision, investors should carefully consider all the information set forth in this Prospectus, and in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on the Group s business, financial condition, results of operations and cash flow, which may cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. 2.1 RISKS RELATED TO THE COMPANY AND THE INDUSTRY IN WHICH IT OPERATES General market risks The Public Warning industry is still in the early stages of maturity. Only over the last few years has mere interest from a larger customer base materialized into actual tender processes. Although UMS is well positioned to take advantage of the industry s budding growth phase, there can never be a guarantee that a cutting edge company moves on to succeed in a mature market. Should it take longer than anticipated for the industry to move from a pioneer phase into a growth phase, the company may be in need of more capital than what is now assumed. Public Warning tenders are often issued by government entities, and the time from initial interest is communicated to the market until project completion can last for years. This can cause liquidity risk as customers often desire to postpone payments until the project nears completion. Furthermore, the Public Warning industry is constantly evolving, and innovations from competitors may reduce demand for the Group s services, see Section The Group may not be able to implement its business strategy successfully or manage its growth effectively The Group s strategy as described in Section 8.4 Strategy is: (i) to become the #1 company in the world for solutions covering Public Warning, Notifications and Service Alerts. Future growth will depend on the successful implementation of the Group s business strategy. The Group s ability to achieve its business and financial objectives is subject to a variety of factors, many of which are beyond the Group s control. A principal focus of the Group s strategy is to monitor the different markets and to be able to win contracts once new markets mature. The growth of the Group will depend upon a number of factors, including the Group s ability to: maintain or develop new and existing client relationships; win new contracts in maturing markets successfully grow the Group s business; successfully manage the Group s liquidity and obtain the necessary financing to fund its growth; identify and consummate desirable acquisitions, joint ventures or strategic alliances relevant to the Group s strategy; and identify and capitalize on opportunities in the market. The Group s management will review and evaluate the business strategy with the Board on a regular basis. The Group s failure to execute its business strategy or to manage its growth effectively could adversely affect the Group s business, prospects, financial condition and results of operations. In addition, there can be no guarantee 16

17 that even if the Group successfully implements the Group s strategy, it would result in an improvement of the Group s results of operations. Furthermore, the Group may decide to alter or discontinue aspects of the Group s business strategy and may adopt alternative or additional strategies in response to the Group s operating environment or competitive situation or factors or events beyond the Group`s control Risk of adverse economic, political and legal conditions political and geo-political risks UMS has operations (both subsidies and customers) in numerous countries in the world, and changing legal conditions could affect the company s situation. The subsidiaries in India (UMS India) and the US (Previstar and the joint-venture UMS Americas) operate in markets with particular challenges. UMS seeks to solve this by co-operating with local advisors that can guide the Group through such challenges. UMS may also operate in markets with high scores on Transparency International s Corruption Perceptions Index. To combat any risk of involvement in corruption UMS has a strict code of ethics that ensures reports are made to management if there is any suspicion of corrupt activities. Procedures are in place to attempt to minimize any risk of corruption, bribery or other unethical practices. However, there can be no assurance that these policies and procedures are followed at all times, in which case material adverse consequences on the Group s financial condition could occur. Furthermore, UMS solutions aim to alert the population and first responders in case of critical events. In the event of a system malfunction consequences may be fatal. In such a situation, the company may be held responsible, and this may result in adverse effects for the company Risks related to the competitive situation UMS has taken steps to patent technology that is critical for business operations. However, a competitive market is emerging in the Public Warning with larger, international technology companies taking steps to enter a market that is new territory for them. These companies may have vast resources to draw on, making them dangerous competitors in the market s early growth phase. There can be no assurance that the Company will be able to respond to existing and new sources of competition. In the Group Alert segment UMS is facing competition from relatively new businesses that compete on price. The Group risks losing customers that are satisfied with simpler, low-cost alternatives from these competitors or if any of the competitors are able to provide the same solutions at a lower price. UMS expects competition in the two segments to increase going forward Operational risks UMS recognizes that operational risk is an integral and unavoidable component of business and is committed to managing risk in a proactive and effective manner. The Company considers activities at all levels of the organization (enterprise level, department level, business unit level) in the risk management framework. Potential risks include damage to the Data center facility in Oslo, damage to IT equipment in Stockholm and Frankfurt, and critical malfunctions of the Public Warning System, Group Alert System or other UMS software. There is a business continuity plan in place that provides a framework for the recovery of critical business functions in the event of a fire, power or communications blackout, hurricane, flood, earthquake, civil disturbance, terrorism etc. The policy also promotes actions at all levels in the organization to proactively minimize the impact and probability of risks. The management is responsible for identifying risks against longer term business objectives, and short term targets. Status of risks and actions are reviewed on a regular basis and responsibilities for each important risk is agreed on (risk ownership, action owners) internally. Relevant UMS employees are well-informed about key stakeholders and their priorities and goals in order to be able to identify and prioritize the risks effectively. UMS has a systematic approach to protecting the company from disruptions in business based on risk analysis and stakeholder s expectations, covering critical business operations and processes. The plans are periodically tested and 17

18 are endorsed by the leadership team. Despite this, the company will always be exposed to operational risk, and this might adversely affect the company s operating results, financial position and reputation Technological risks The alert industry is going through rapid changes and UMS needs to constantly improve functionality and features in order to adapt to the market s needs. Should new technology emerge or should the customers demands change, UMS products may become obsolete. Consequently, there is a need to continually develop products that meet increasingly sophisticated customers expectation, and this development process entails inherent technological risk at a substantial cost. There can be no assurance that UMS will be able to successfully commercialize new technology or that UMS will have the necessary financial capacity and manpower to respond to new technological needs in the market, and solutions from emerging competitors Trade Secrets and Intellectual Property Risks Trade secrets and intellectual property are crucial for UMS operations. All employees have entered into agreements with the Company that contain non-compete/non-solicitation clauses and IPR-clauses, and UMS also enters into NDA s with all partners or potential partners. The Group cannot give assurances that its measures for preserving the secrecy of its trade secrets and confidentiality information are sufficient to prevent others from obtaining that information. The Group may not have adequate remedies to preserve the trade secrets or to compensate the Group fully for its loss if its employees breach their agreements with the Group. The Group cannot give assurances that its trade secrets will provide the Group with any competitive advantage, as it may become known to or be independently developed by the Group s competitors, regardless of the success of any measures the Group may take to try to preserve their confidentiality Dependence on key personnel The continuing operation of UMS alert solutions depends on specific knowledge of the systems source code, Backbone, prerequisites for Location Based Alerting etc. Should employees with such critical knowledge leave UMS, this may result in adverse effects for the company. The risk is increased by the small number of people possessing specialized knowledge. Certain key employees in senior management has a long history of working for the company, and a loss of these resources may be damaging to the company. The company has also hired consultants that work as developers, and although UMS policy keeps consultants from performing critical work, it cannot be ruled out that the loss of such consultants would adversely affect the company Contractual risks The Company splits its business into two segments: Public Warning Systems and Service Alert/Group Alert Systems. Public Warning Systems encompass larger contracts, mostly sold to governments or organizations co-operating with governments. The binary nature of tenders and the size of the contracts in this segment can significantly impact UMS revenues. Group Alert Systems are lower value contracts sold to a large number of customers, such as municipalities, police departments, fire departments, private companies etc. Although most contracts in this segment are of a similar size, a few contracts account for a disproportionate amount of recurring revenues. Should the company experience churn in the high end of this segment, revenues will be impacted negatively. Should there be a breach or alleged breach of contract, or should any other dispute related to UMS contracts arise, this might adversely affect the company. Additionally, some of UMS customers and partners are located in foreign countries, and contracts may be governed by foreign laws that may create legal and/or practical difficulties in case 18

19 of contractual disputes. Furthermore, there can be no guarantee that UMS will receive payments from customers in the manner stipulated by contract. The Company relies on agreements with mobile operators in countries where location-based notification solutions are delivered. In the event that the Company is not able to reach agreements with mobile operators either voluntary or through government forced schemes, the Company may not be able to run the Public Warning Systems Changes in laws and regulations Operations in international markets are subject to risks inherent in international business activities, including, in particular, fluctuating economic conditions, overlapping and differing tax structures, managing an organization spread over various jurisdictions, unexpected changes in regulatory requirements and complying with a variety of foreign laws and regulations. Changes in the legislative, governmental and economic framework governing the activities of the mobile solutions and mobile Public Warning industry, could also have a material negative impact on the Group s results of operations and financial condition. 2.2 FINANCIAL RISK Liquidity risks The Company may need to raise additional funds in the future as a result of a substantial financial loss, or in order to finance future investments or acquisitions. If the Company is unable to raise additional funds as needed, the scope of its operations may be reduced and, as a result, the Company may be unable to fulfil its long-term expansion program. In the event that the Company s existing financial resources are insufficient, the Company may be required to conduct further fundraising exercises in the future in order to develop its business and sustain cash resources. The Company cannot guarantee that it will be able to obtain additional financing at all or on terms acceptable to the Company. Failure to do so could have a material adverse effect on the Group s business prospects, results of operations and financial condition Currency risks The Company s business has NOK as its functional currency. Operating revenues are mostly denominated in NOK, SEK and EUR, whereas the majority of expenses are denominated in NOK, USD, EUR and INR. Fluctuating foreign exchange rates can have an effect on the results of operations when costs are incurred in other currencies Interest rate fluctuations could affect the Group`s cash flow and financial position The Group is exposed to interest rate risk primarily in relation to its current and future interest bearing debt issued at floating interest rates. Consequently, movements in interest rates could have material adverse effects on the Group s cash flow and financial condition Tax The Company is a Norwegian company but operate partly through subsidiaries in Denmark, Finland, India, Sweden, United Kingdom and United States. As such, the Group is subject to taxation in several jurisdictions with increasingly complex tax laws. The amounts of taxes the Group pays in these jurisdictions could increase substantially as a result of changes to these laws or their interpretations by the relevant taxing authorities, which could have a material adverse effect on the Group s liquidity and results of operations. In addition, those authorities could review tax returns and impose additional taxes and penalties, which could be material. It is likely that the Company s operations will expand also to jurisdictions new to the Company, which may further increase these risks. 19

20 2.3 RISK FACTORS RELATING TO THE SHARES AND THE OFFERING Volatility of share price No public market for the Shares has existed or will exist at the time of the Offering. The market price of the Shares subsequent to the Offering could fluctuate widely in response to a number of factors, including, but not limited to, the following: actual or anticipated variations in operating results; changes in financial estimates or recommendations by stock market analysts regarding the Company or its competitors; announcements by the Company or its competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; sales or purchases of substantial blocks of stock; additions or departures of key personnel; future equity or debt offerings by the Company and its announcements of these offerings and general market and economic conditions. Moreover, in recent years, the stock market in general has experienced large price fluctuations. These broad market fluctuations may adversely affect the Company's stock price, regardless of its operating results The Company`s ability to pay dividends is dependent on the availability of distributable reserves Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the Company s general meeting of shareholders (the General Meeting ). Dividends may only be declared to the extent that the Company has distributable funds and the Company s Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Company s operations and the need to strengthen its liquidity and financial position. As the Company s ability to pay dividends is dependent on the availability of distributable reserves, it is, among other things, dependent upon receipt of dividends and other distributions of value from its subsidiaries and companies in which the Company may invest. As a general rule, the General Meeting may not declare higher dividends than the Board of Directors has proposed or approved. If, for any reason, the General Meeting does not declare dividends in accordance with the above, a shareholder will, as a general rule, have no claim in respect of such non-payment, and the Company will, as a general rule, have no obligation to pay any dividend in respect of the relevant period Control by major shareholders Prior to completion of the Offering, 34% of the outstanding Shares of the Company are owned by one large shareholder, Fougner Invest AS (and related parties). As a major shareholder, Fougner Invest AS will be able to significantly influence the outcome of matters submitted for the vote of the Company s shareholders, including election of members of the Board of Directors. The commercial goals of Fougner Invest AS as shareholder, and the commercial goals of the Company, may not always be aligned The Offering may not be concluded The Offering is guaranteed in full by the Guarantors. The guarantee is conditional upon the Offer Shares being issued and that information provided to the Guarantors or their advisers by the Company or its advisers in connection with the IPO or the guarantee agreement (including the information in the due diligence reports) contains any untrue statement of a material fact or omits any material fact relating to the Company. In the event that the conditions in the guarantee is not met, the guarantors will not have an obligation to subscribe for shares under the guarantee agreement, and there is a risk that the Offering is not concluded and that the Company does not fulfill its obligations for the Listing There is no prior market for the Shares, and an active trading market may not develop Prior to the Offering, there was no public market for the Shares, and there can be no assurances that an active trading market will develop, or be sustained or that the Shares will be capable of being resold at or above the Offer Price. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following the completion of this Offering. 20

21 2.3.6 The Company will have broad discretion over the use of the net proceeds from the Offering and may not use them effectively The Company intends to use the net proceeds from this Offering as described in Section 6.1 Purpose of the Offering and use of proceeds. However, the Company will have broad discretion over the use of net proceeds from the Offering, and such proceeds may not be used as currently planned and may not be used effectively. A failure to apply the net proceeds from the Offering effectively or as currently planned could have a material adverse effect on the Company s business, prospects, financial position and results of operations Future sales of Shares may have a negative impact Sales of substantial amounts of the Shares or the perception that such sales could occur, could have an adverse effect on the market value of the Shares and the Company s ability to raise capital through future capital increases. The Company cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for future sales, will have on their market price. Sales of substantial amounts of the Shares in the public market, or the perception that such sales could occur, may adversely affect the market price of the Shares, making it more difficult for holders to sell their Shares or the Company to raise capital through future capital increases in the future at a time and price that they deem appropriate Shareholders not participating in future offerings may be diluted Unless otherwise resolved or authorized by the general meeting, shareholders in Norwegian public companies such as the Company have preferential rights proportionate to the aggregate amount of the shares they hold with respect to new shares issued by the Company. For reasons relating to US securities laws (and the laws in certain other jurisdictions) or other factors, US investors (and investors in such other jurisdictions) may not be able to participate in a new issuance of shares or other securities and may face dilution as a result (see Section Preferential rights may not be available to U.S. holders of the Company s Shares ) Preferential rights may not be available to U.S. holders of the Company s Shares Under Norwegian law, prior to the Company s issuance of any new shares for consideration in cash, the Company must offer holders of the Company s then outstanding Shares preferential rights to subscribe and pay for a sufficient number of shares to maintain their existing ownership percentages, unless these rights are waived at a general meeting of the Company s shareholders. U.S. holders of the Shares may not be able to receive, trade or exercise preferential rights for new shares unless a registration statement under the US Securities Act is effective with respect to such rights or an exemption from the registration requirements of the US Securities Act is available. The Company is not a registrant under the U.S. securities laws. If U.S. holders of the Shares are not able to receive, trade or exercise preferential rights granted in respect of their Shares in any rights offering by the Company, then they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Company will be diluted It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Company, its affiliates, directors and officers The Company is organized under the laws of Norway. The Company s directors and officers reside outside of the United States, and the Company s assets, and those of the Company s directors and executive officers, are located in Norway. As a result, it may be difficult for investors in the United States to effect service of process within the United States upon the Company or the Company s directors and officers or to enforce judgments obtained in U.S. courts predicated on the civil liability provisions of U.S. Federal securities laws against the Company or the Company s directors and officers. 21

22 Holders of the Company s Shares that are registered in a nominee account may not be able to exercise voting rights as readily as shareholders whose shares are registered in their own names with the VPS Beneficial owners of the Company s Shares that are registered in a nominee account may not be able to vote such shares unless their ownership is re-registered in their names with the VPS prior to the Company s general meetings. The Company cannot guarantee that beneficial owners of the Company s Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-registration of their shares or otherwise vote their shares in the manner desired by such beneficial owners The ability of shareholders to make claims against the Company following registration of the share capital increase in the Norwegian Companies Register is severely limited under Norwegian law Following the registration of the capital increase relating to any Shares of the Company (including the Offer Shares) in the Norwegian Companies Registry, purchasers of those Shares have very limited rights against the Company under Norwegian law. 22

23

24 4. GENERAL INFORMATION This Section provides general information on the presentation of financial and other information, as well as the use of forward-looking statements, in this Prospectus. 4.1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Information The financial statements for 2015 and prior years were prepared in accordance with Norwegian GAAP ( NGAAP ). With effect from 2015, the financial statements were prepared in accordance with International Financial Reporting Standards as approved by the EU ( IFRS ) and interpretations by IASB, and accordingly, the comparative financial information for 2014 has been converted from NGAAP to IFRS, as it appears in the financial statements as of, and for the year ended, 31 December The Group's audited financial statements as at, and for the year ended, 31 December 2015 (with unaudited restated comparable figures converted from NGAAP to IFRS as of and for the year ended 31 December 2014), attached to this Prospectus, have been prepared in accordance with IFRS. The Group's audited financial statements as at, and for the year ended 31 December 2014and 2015, also attached to this Prospectus, have been prepared in accordance with NGAAP. The financial statements as at, and for the year ended, 31 December 2015is hereinafter referred to as the Financial Statements. The Group s unaudited condensed interim financial statements for the interim period ending 30 September 2016 (with comparable figures for the same period of 2015) (the Interim Financial Statements ), attached to this Prospectus, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ( IAS 34 ). The Financial Statements and the Interim Financial Statements are hereinafter jointly referred to as the Historical Financial Information. The Financial Statements as at and for the year 2015 have been audited by Deloitte AS as set forth in their auditor s reports included therein. The Financial Statements as at and for the year 2014 and 2015 was audited by Statsautoriserte Revisorer Klvye & Sunde AS SLM Revisjon AS, as set forth in their auditor s report included therein. The Group presents the Financial Statements in NOK (presentation currency) Other Information In this Prospectus all references to NOK are to the lawful currency of Norway, and all references to all references to GBP are to the lawful currency of United Kingdom, all references to SEK are to the lawful currency of Sweden, all references to USD are to the lawful currency of United States, all references to DKK are to the lawful currency of Denmark, all references to INR are to the lawful currency of India and all references to EUR are to the lawful common currency of the EU member states who have adopted the Euro as their sole national currency. The Historical Financial Information is published in NOK Rounding Certain figures included in this Prospectus have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up the total amount presented. 4.2 CAUTIONARY NOTE REGARDING FORWARD LOOKIN STATEMENTS This Prospectus has been prepared by UMS to provide information to shareholders and prospective investors of the Company in connection with the Listing and the Offering described herein. 24

25 This Prospectus contains forward-looking statements, including, without limitation, projections and expectations regarding the Group s future financial position, business strategy, plans and objectives. All forward-looking statements included in the Prospectus are based on information available to the Company, and views and assessments of the Company, as of the date of this Prospectus. When used in this document, forward-looking statements can be identified by terminology such as may, will, could, should, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance as to the correctness of such forward-looking statements and investors are cautioned that any forward-looking statements are not guarantees of future performance. In evaluating these statements, prospective investors should specifically consider various factors, including, and without limitations, the risks outlined in Section 0 Risk Factors. Except as required by the applicable stock exchange rules or applicable law, the Company does not intend, and expressly disclaims any obligation or undertaking, to publicly update, correct or revise any of the information included in this Prospectus, including any forward-looking information and statements, whether to reflect changes in the Company s expectations with regard thereto or as a result of new information, future events, changes in conditions or circumstances or otherwise on which any statement in this Prospectus is based. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward-looking statements. 25

26 5. THE LISTING 5.1 PURPOSE OF THE LISTING The Company has decided to apply for the Listing of the Company s Shares on Oslo Axess, in order to provide a regulated market place for trading of the Shares and to facilitate satisfactory liquidity in the Shares, making the Shares a more attractive investment for existing and new shareholders. A listing of the Shares may also facilitate the use of the capital markets in order to raise equity should the Company wish to do so in the future, and allow UMS to use the Shares as transaction currency in future strategic transactions, if any. As such, the Listing is an important element of the Company s strategy. The Company considers Oslo Axess to be an attractive market place for the Shares due to the fact that Oslo Stock Exchange has a strong position as a leading regulated market for companies within similar industries. 5.2 LISTING APPLICATION On 9 December 2016, UMS applied for admission to trading of its Shares on Oslo Axess. The board of directors of Oslo Stock Exchange considered the Company s listing application at its board meeting on 19 December 2016, and has approved the Company s listing application subject to certain conditions. Completion of the Offering on the terms set forth in this Prospectus is expressly conditioned upon the satisfaction of such conditions for admission to trading set by the board of directors of Oslo Stock Exchange, and the Offering will be cancelled in the event that the conditions are not satisfied. There can be no assurance that UMS will satisfy these conditions. See Section 6.5 Conditions for completion of the Offering of this Prospectus for further information on the specific conditions for completion of the Offering. Barring unforeseen circumstances and conditional upon the conditions for completion of the Offering, the first day of trading for the Shares on Oslo Axess, is expected to be on or about 3 January The Shares will trade under the ticker symbol UMS. The Shares are not listed on any other stock exchange or regulated market place, and no application has been filed for listing on such other stock exchanges or authorized market places other than the application for listing on Oslo Axess. 26

27 6. THE OFFERING 6.1 PURPOSE OF THE OFFERING AND USE OF PROCEEDS The net proceeds from the share issue will be used to: NOK will be used to repay loan from Nordea Bank Norge ASA NOK will be used to repay bank overdraft from Nordea Bank Norge ASA NOK will be used to repay loan from Reidar Fougner NOK will be used to repay loan from Fougner Invest AS NOK will be used to repay loan from Kristianro AS NOK will be used to Research & Development related to the Company`s software NOK will be used to contribute to a positive equity for the Company and strengthen the financial position of the Company By strengthening the company s financial position, UMS will gain the flexibility to pursue endeavors that will maximize shareholders returns by creating software that helps saving lives around the world. In addition, the Offering is being pursued in order to facilitate increased liquidity in the stock. 6.2 OVERVIEW OF THE OFFERING The Offering comprises of 50,000,000 Offer Shares to be issued by the Company at an Offer Price of NOK 1.25 per Offer Share. The Offer Shares are offered on the basis of a resolution in the general meeting of UMS held 14 November 2016 as further described in section 6.3 Resolution to increase of share capital in connection with the Offering. The fixed Offer Price of NOK 1,25 per Share has been set by the Board of Directors. The price has been determined on the basis of an overall evaluation, including the Company s historical and expected earnings and future market prospects and a comparison of these factors with the market valuation of comparable companies, the expected demand for Offer Shares as well as a wider assessment of the stock market in general. The Subscription Period is expected to take place from (CET) on 19 December 2016 to (CET) on 28 December 2016, subject to extensions. The gross proceeds from the Public Share Issue (excluding costs) will be NOK 62.5 million. The Company reserves the right to extend the Subscription Period, depending on the number of subscriptions received in the Offering, as further described in Section 6.6 The Subscription Period of this Prospectus. In the event of any extensions, the allocation date, first trading date, payment date, delivery date and other relevant dates will be extended correspondingly. The Company expects that the share capital increase pertaining to the Offering will be registered in the Norwegian Register of Business Enterprises on or about 3 January 2017 and that the Offer Shares are delivered to the investors VPS accounts on or about 3 January The Offering will be structured as a public offer of Shares to investors in Norway and Sweden. Subscriptions from investors outside Norway and Sweden will only be accepted if the Manager is satisfied that the application is not in violation of the laws of any jurisdiction. The Offer Shares have not been and will not be registered under the US Securities Act, cf. Section 6.24 Restrictions on sale and transfer of this Prospectus for a description of the selling and transfer restrictions applicable in relation to the United States. This Prospectus does not constitute an offer of, or an invitation to purchase or subscribe, any of the Offer Shares in any jurisdiction in which such offer or sale would be unlawful. The Offering is fully guaranteed by a group of Guarantors. For more information please see Section 6.7 Guarantee. 27

28 6.3 TIMETABLE The table below provides certain indicative key dates for the Offering: Subscription Period commences... Subscription Period ends... Subscription Period ends Allocation of Offer Shares... Publication of the result of the Offering... Allocation letters distributed... Commencement of trading in the Shares on Oslo Axess... Payment due date for the Offer Shares... Delivery of Offer Shares December 2016 to (CET) 28 December 2016 to (CET) On or about 29 December 2016 On or about 29 December 2016 On or about 29 December 2016 On or about 6 January 2017 On or about 3 January 2017 On or about 3 January 2017 To the extent the Subscription Period is extended, all other dates referred to in this table will be extended correspondingly. Completion of the Offering is conditional upon fulfillment of the conditions described in Section 6.5 Conditions for completion of the Offering. 6.4 RESOLUTION TO INCREASE THE SHARE CAPITAL IN CONNECTION WITH THE OFFERING In an extraordinary general meeting held 14 November 2016 it was proposed to grant the Board of Directors an authorization to increase the share capital with up to NOK 500,000 by issuing up to 50,000,000 new shares each with a par value of NOK The extraordinary general meeting unanimously passed the following resolution: 1. The board is authorized, through one or more issue, to increase the share capital by up to NOK 500,000. The board can make necessary amendments to the Company s articles of association subject to the capital increases. 2. The authorization shall be valid until the next annual general meeting, however not later than 30 June The shareholders preferential right pursuant to section 10-4 of the Public Limited Companies Act shall be set aside. The authorization may only be used in connection with the planned issue to be conducted in connection with the listing of the company`s shares on Oslo Axess. 4. The new shares shall belong to the same class as the company`s existing shares. 28

29 5. Upon share split or reverse share split, the authorization, including the number of shares and the nominal value, shall be adjusted accordingly to reflect such a share split or reverse share split. Subject to the conditions for completion of the Offering set out in Section 6.5 Conditions for completion of the Offering, the authorization will be utilized by the Board of Directors of the Company to issue the Offer Shares subscribed for in the Offering. The Offering is directed towards the general public which implies that the existing shareholders pre-emptive rights are set aside. The reasons for setting aside the existing shareholders preferential rights is to satisfy the requirements for listing on Oslo Axess, with regard to minimum number of 100 shareholders each holding Shares with a value of at least NOK 10,000 in the Company. At a meeting of the Board of Directors held on 17 November 2016, and with reference to the authorization given to the Board of Directors at the extraordinary general meeting on 14 November 2016, the Board of Directors made the following resolution: The Company shall launch the Initial Public Offering, in which the Company will seek to raise gross proceeds of up to NOK 62,500,000 through issue of new shares in the Company at a price of NOK 1,25. The allocation will be determined by the Board following a subscription period, which shall commence on or about 19 December 2016 and close on 28 December 2016 at CET. The further terms of the Initial Public Offering follows from the prospectus for the Initial Public Offering." The resolution by the Board of Directors to determine the allocation of Offer Shares to eligible investors will be passed on or about 29 December 2016, following the expiry of the Subscription Period. 6.5 CONDITIONS FOR COMPLETION OF THE OFFERING The Company has on 9 December 2016 applied for a Listing of its Shares on the Oslo Axess. It is expected that the board of directors of the Oslo Stock Exchange will approve the Listing application of the Company on 19 December Completion of the Offering on the terms set forth in this Prospectus is expressly conditioned upon the board of directors of the Oslo Stock Exchange approving the application for Listing of the Shares in its meeting to be held on or about 19 December 2016, on conditions acceptable to the Company and that any such conditions are satisfied by the Company. The Offering will be cancelled in the event that the conditions are not satisfied. There can be no assurance that the board of directors of the Oslo Stock Exchange will give such approval or that the Company will satisfy these conditions. Completion of the Offering on the terms set forth in this Prospectus is otherwise conditional on (i) the Company, in consultation with the Manager, having resolved to proceed with the Offering and the allocation of the Offer Shares to eligible investors following the subscription period. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended. The Offer may not be cancelled or revoked after the Listing has been completed and trading of the Shares has commenced. The Offer may not be cancelled or revoked prior to 20 December The Company reserves the right, in consultation with the Manager, to withdraw, suspend or revoke and not to consummate the Offering at its sole discretion (and for any reason), including during the Subscription Period, at any time until the share capital increase associated with the Offering is registered with the Norwegian Registry of Business Enterprises. In such case, this will be announced through Oslo Stock Exchange information system. Prior to the Listing and the Offering, the Shares are not listed on any stock exchange, however, the Company s Shares are currently being traded in the NOTC system administrated by the Norwegian Securities Dealers Association, owned by Fondsmeglernes Informasjonstjeneste AS ( NOTC ). No application has been filed for listing on any market other than the Oslo Axess. 29

30 6.6 SUBSCRIPTION PERIOD The Subscription Period will last from and including (CET) on 19 December 2016 to (CET) on 28 December Any extension of the Subscription Period will be announced through the electronic information system of Oslo Stock Exchange on or before (CET) on 28 December 2016 on the last day of the (then prevailing) Subscription Period. An extension of the Subscription Period can be made one or several times, however in no event will the Subscription Period be extended beyond hours (CET) on 3 January In the event of an extension of the Subscription Period, the allocation date, payment date, date of delivery of Offer Shares, Listing and first day of trading will be extended correspondingly. 6.7 SUBSCRIPTION PROCEDURES Subscriptions for Offer Shares must be done by completing the Subscription Form, a copy of which is attached to this Prospectus as Appendix 6. Subscription Forms together with this Prospectus can be obtained from the Company or the Manager s offices. No text must be added to the Subscription Forms other than in the designated fields. The Subscription Form must be delivered, mailed or faxed to the Manager at: Arctic Securities AS Haakon VII`s gate 5 P.O. Box 1833 Vika 0123 Oslo, Norway Tel: Fax: Subscribers can also subscribe for Offer Shares through the VPS online subscription system by following the link to such online subscription system on Subscribers will be able to download this Prospectus and the Subscription Form once they have confirmed residency in Norway and have a valid VPS account. Subscriptions made through the VPS online subscription system must be duly registered during the Subscription Period. Subject to any extension of the Subscription Period, properly completed Subscription Forms must be received by the Manager by (CET) on 28 December Subscription Forms that are incomplete or incorrectly completed, or that are received after the expiry of the Subscription Period, may be disregarded without further notice to the applicant. The Manager reserves the right to approve Subscription Forms that are received after the expiration of the Subscription Period. Neither the Company nor the Manager may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical matters that may result in subscriptions not being received in time or at all by the Manager. The Offering is subject to a minimum subscription of NOK 1,000 and all subscriptions will be rounded down to the nearest NOK 1,000. Multiple subscriptions are not allowed. In the event a subscriber, or his personally related parties, submits two or more Subscription Forms, the applicant runs the risk of either having the multiple subscriptions accumulated or either of, or all of the subscriptions annulled at the discretion of the Manager. All subscriptions will be irrevocable and binding upon receipt of a duly completed Subscription Form by the Manager, or in the case of subscription through the VPS online subscription system, upon registration of the subscription, irrespective of any extension of the Subscription Period, and cannot be withdrawn, cancelled or modified by the subscriber. All subscriptions in the Offering will be treated in the same manner regardless of whether it is placed by delivery of a Subscription Form to the Manager or through the VPS online subscription system. By making a subscription, the subscriber irrevocably (i) confirms its request to subscribe for the number of Offer Shares allocated to such subscription and (ii) authorizes and instructs the Manager to subscribe for such number of Offer Shares at the Offer Price on behalf of the subscriber. 30

31 6.8 GUARANTEE The Offering is guaranteed in full by a group of Guarantors. The Guarantors have on 7 November 2016 entered into a subscription and guarantee agreement with the Company whereby they undertake to guarantee for the subscription of Offer Shares in the amount of NOK 62,500,000. The Guarantors shall in sum receive an agreed commission of 2% of the Guaranteed Amount. The participants in the Underwriting Syndicate are listed below: Name Address Shares guaranteed subscribed for in IPO Amount guaranteed subscribed for in the IPO Shares entitled to be subscribed for in IPO Amount allocation right for subscription in IPO Ferncliff Holding Sjølyst plass 2, 0278 Oslo 18,000,000 9,000,000 AS NOK 22,500,000 NOK 11,250,000 Cipriano AS Munkedamsveien 45F, 8 th 8,000,000 4,000,000 floor, 0250 Oslo NOK 10,000,000 NOK 5,000,000 Lauvheim Holding Sjølyst plass 2, 0278 Oslo 8,000,000 4,000,000 AS NOK 10,000,000 NOK 5,000,000 Fougner Invest AS Nils Collett Vogts vei 65, 8,000, Oslo NOK 10,000,000 - Kristianro AS Kontorfellesskapet Olav Vs 8,000,000-0 gate 5, 7th foor, 0161 Oslo NOK 10,000,000 - Total 50,000,000 NOK 62,500,000 17,000,000 NOK 21,250,000 The guarantee is conditional upon the Offer Shares being issued and that information provided to the Guarantors or their advisers by the Company or its advisers in connection with the IPO or the guarantee agreement (including the information in the due diligence reports) contains any untrue statement of a material fact or omits any material fact relating to the Company. 6.9 ALLOTMENT OF OFFER SHARES The Board will determine the allocation of Shares in the Offering in consultation with the Manager. An important aspect of the allocation principles is the desire to create an appropriate shareholder structure for the Company, including obtaining the required number of shareholders for a listing on Oslo Axess, cf. Section 6.5 Conditions for completion of the Offering of this Prospectus. The allocation principles will include, inter alia, customary allocation criteria such as timeliness of orders, subscribed amounts, perceived investor quality, investors time horizon and the goal of establishing a strong and diversified shareholder structure. Priority may therefore be given to investors believed by the Board to be quality investors and contribute to such shareholder structure. The Board and the Manager reserves the right, in their sole discretion, to take into account creditworthiness of any applicant, set a maximum allocation, reduce allocation or decide to make no allocation to any applicant. In the event that the Offering is oversubscribed, the Offer Shares will be allocated in accordance with the discretion of the Board of Directors. Allocations may be rounded down to the nearest NOK 1,000. Notwithstanding the above, the Guarantors (save for Fougner Invest AS and Kristianro AS) shall have the right to subscribe for and be allocated be entitled to a preferential allocation of up to 50 % of their Guaranteed Shares in the case of more than 50 % subscription in the IPO from new subscribers, i.e. in total 17,000,000 Offer Shares. In addition, the Board of Directors may choose, taking into consideration the allocation principles stated above, to reserve approximately 8,000,000 of the Offer Shares to subscribers being existing shareholders of the Company and the remaining 25,000,000 Offer Shares to subscribers being new investors, including with preferential allocation of up to NOK 150,000 in Offer Shares to subscribers being employees of the Company. Notwithstanding the foregoing, in the event that further reductions need to be made, the Company reserves the right to limit the total number of investors to whom Offer Shares will be allotted if it deems this to be necessary in order to keep the number of shareholders in the Company at an appropriate level. If the Company should decide to limit the total number of investors to whom Offer Shares will be allotted, the identity of the investors to whom Shares will be allotted will be determined by drawing lots or applying similar mechanisms. 31

32 The allotment of Offer Shares will take place after the expiry of the Subscription Period on or about 29 December Notice of allocation will be distributed on or about 29 December 2016 by issuing contract notes to the Applicants by . Investors who want to know their precise allotments from the morning of 29 December 2016 may contact the Manager. Those with access to investor services through their VPS account manager will be able to check the number of Offer Shares that have been allotted to them from and including 29 December Upon an extension of the Subscription Period, the indicated dates will be adjusted accordingly PAYMENT FOR THE ALLOCATED OFFER SHARES Each investor subscribing for Offer Shares in the Offering will by signing the Subscription Form give the Manager a one-time authorization to debit a specified bank account for the payment amount for the number of Offer Shares the person is allotted. The specified bank account is expected to be debited on or about 3 January There must be sufficient funds for the full amount on the specified bank account at the debiting date. Please note that it typically takes at least one business day to transfer money from one Norwegian bank account to another (international bank transfers may take a longer period to complete). The Company and the Manager reserve the right to make up to three debit attempts within 3 January 2017 if there are insufficient funds in the account on the first debiting date (but shall have no obligation to do so). Applicants who do not have a bank account in Norway must contact the Manager well ahead of the payment date in order to arrange for payment by other means as the Manager may instruct. If payment for allocated Offer Shares is not made when due, the Offer Shares will not be delivered to the investor. The Manager reserves the right, if such payment is not made within three days after payment falls due, at the cost and risk of the investor, to cancel the allotment and to re-allot or otherwise dispose of all or parts of the allocated Offer Shares on such terms and in such manner as the Manager may decide in accordance with the Norwegian Public Companies Act Section 10-12, cf. Section 2-13 (however so that the investor will not be entitled to profits from such disposal, if any). The original applicant will remain liable for payment for the Offer Shares together with any interest, costs, charges and expenses accrued, and the Manager may enforce payment for such amount outstanding in accordance with Norwegian law. Interest will accrue on late payments at the applicable rate on overdue payment, which at the date of this Prospectus is 8.5% per annum DELIVERY AND TRADING OF ALLOCATED SHARES Offer Shares are expected to be transferred to the investors' VPS accounts on or about 3 January 2017 against payment. The Offer Shares are expected to be registered in the Company Register on or about 3 January The Offer Shares may not be traded before registration of the share capital increase in relation to the Offer Shares in the Company Register. First day of trading on Oslo Axess is expected to be on or about 6 January VPS ACCOUNT Each applicant participating in the Offering must have a VPS account. The VPS account number must be stated on the subscription form, or in the VPS online subscription system. VPS accounts can be established with authorized VPS registrars, which can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. Non-Norwegian investors may, however, use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the Norwegian Ministry of Finance. Establishment of a VPS account requires verification of identity before the VPS registrar in accordance with the Anti-Money Laundering Legislation. 32

33 6.13 PUBLICATION OF INFORMATION IN RESPECT TO THE OFFERING In addition to press releases on the Company's web site, the Company intends to use the Oslo Stock Exchange information system to publish information in respect to the Offering, such as any changes in the Subscription Period, the final number of Offer Shares and total amount of the Offering, allotment percentages, and first day of trading on Oslo Axess. General information on the result of the Offering, including the number of Offer Shares allocated and the total amount of the Offering, is expected to be published on or about 29 December 2016 in the form of a release through Oslo Stock Exchange electronic information system THE RIGHTS CONFERRED BY THE OFFER SHARES The Shares of the Company are, as will the Offer Shares be, created under the Norwegian Public Companies Act. The Offer Shares will in all respects carry full shareholder rights equal to the existing Shares of the Company once the Offer Shares have been issued and registered in the Norwegian Register of Business Enterprises. The Offer Shares carry right to dividends, if any, which is resolved distributed after the share capital increase related to the Offer Shares is registered in the Norwegian Register of Business Enterprises in line with all other shares of the Company. Each Offer Share will confer the right to one vote at general meetings. For a description of rights attached to the Shares, see Section 12.3 Share capital and share capital history of this Prospectus SHARE CAPITAL BEFORE AND AFTER THE OFFERING The Company s current share capital is NOK 1,409, divided on 140,913,938 Shares each with a par value of NOK For further details, see Section 12.3 Share capital and share capital history. The Company's share capital following completion of the Offering will be NOK 1,909,139,38 divided on 190,913,938 Shares, each with a par value of NOK The Shares are registered in the Norwegian Central Securities Depository (VPS) with securities numbers ISIN NO The Company s registrar is DnB Bank ASA (Verdipapirservice), Dronning Eufemias gate 30, 0191 Oslo, Norway DILUTION Following completion of the Offering, the immediate dilution for the existing shareholders who do not participate in the Offering is estimated to be approximately 26,19%, based on the assumption that the Company issues 50,000,000 Offer Shares PROCEEDS AND EXPENSES RELATED TO THE OFFERING The gross proceeds from the Offering to the Company are expected to amount to approximately NOK 62,5 million. UMS estimates that the total expenses in connection with the Offering (inclusive of commission payable by the Company to the Manager) and the listing of its Shares on Oslo Axess, which will be paid by the Company, will amount to approximately NOK 7 million. The net proceeds of the Offering will be approximately NOK 55,5 million. No expenses or taxes are charged to the applicants in the Offering by the Company or the Manager LOCK-UP AGREEMENTS There are no Lock-up restrictions on either the Shares or the Offer Shares. 33

34 6.19 DISPARITY BETWEEN OFFER PRICE AND PRICE TO AFFILIATES The Company expects that the Offer Price in the Offering will be higher than the effective cash contribution per Share made by members of the Board and executive management (or related parties of such) for the purchase of Shares during the last 12 months. The following table sets forth the share purchases made by members of the Board of Directors and executive management the last 12 months. Name Relation to UMS Registered FOUGNER INVEST AS Owned by Chairman Reidar Fougner KRISTIANRO AS Owned by board member Eigil Stray Spetalen TRELLEVIKA INVEST AS Owned 50% by Chairman Reidar Fougner GYLVIK ESPEN KRISTIA CEO of UMS TRELLEVIKA INVEST AS Owned 50% by Chairman Reidar Fougner TRELLEVIKA INVEST AS Owned 50% by Chairman Reidar Fougner Type of change Cash contribution per Share (NOK) Number of shares Share issue 0, Share issue 0, Acquisition 1, Share issue 0, Acquisition 1, Acquisition 1, MANAGERS AND ADVISORS The Offering is being managed by Arctic Securities AS, Haakon VII`s gate 5, 0123 Oslo as sole Manager. Aabø- Evensen & Co Advokatfirma AS is acting as legal advisors to the Manager in connection with the Listing Ro Sommernes advokatfirma DA has acted as legal advisor to the Company INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFERING Arctic and its affiliates are currently providing, and may provide in the future, investment banking services to the Company and its affiliates in the ordinary course of business, for which they may receive and may continue to receive customary fees and commissions. Arctic is Manager for the Offering and will receive a fixed managementfee in connection with the Offering. The estimated costs set out in Section 0 Proceeds and expenses related to the Offering include a fixed success fee to the Manager with payment conditional upon successful completion of the Offering and Listing. Except for this, the Company is not aware of any interests, including conflicting ones, which are material to the Offering. The Company is not aware of whether any members of the Company s executive management or Board of Directors intend to apply for Offer Shares in the Offering, or whether any person intends to subscribe for more than 5% of the Offer Shares JURISDICTION The Offer Shares will be issued in accordance with the rules of the Norwegian Public Limited Companies Act. This Prospectus is subject to Norwegian law. Any dispute arising in respect of this Prospectus is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue MANDATORY ANTI-MONEY LAUNDERING PROCEDURES The Offering is subject to the Anti-Money Laundering Legislation. Applicants who are not registered as existing customers with the Manager must verify their identity to the respective Manager in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Applicants who have designated an 34

35 existing Norwegian bank account and an existing VPS account on the Subscription Form are exempted, provided the aggregate subscription price is less than NOK 100,000, unless verification of identity is requested by the Manager. The verification of identity must be completed prior to the end of the Subscription Period. Applicants that have not completed the required verification of identity may not be allocated Offer Shares RESTRICTIONS ON SALE AND TRANSFER As a consequence of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares offered hereby. No action has been or will be taken in any jurisdiction other than Norway or Sweden by the Manager or the Company that would permit a public offering of the Offer Shares, or the possession or distribution of any documents relating thereto, in any jurisdiction where specific action for that purpose is required. Accordingly, this Prospectus may not be used for the purpose of, and does not constitute, an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, any securities in any jurisdictions in any circumstances in which such offer or solicitation is not lawful or authorized. Persons into whose possession this Prospectus may come are required by the Company and the Manager to inform themselves about and to observe such restrictions. The Offer Shares are not being offered and may not be offered or sold, directly or indirectly, in Canada, Australia or Japan or to or for the account of any resident of Canada, Australia or Japan Selling restrictions United States The Offer Shares have not been and will not be registered under the US Securities Act, and may not be offered or sold except (i) within the United States to QIBs in reliance on Rule 144A or (ii) to certain persons in offshore transactions in compliance with Regulation S, and in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. Accordingly, the Manager have represented and agreed that it has not offered or sold, and will not offer or sell, any of the Offer Shares as part of its allocation at any time other than to QIBs in the United States in accordance with Rule 144A or outside of the United States in accordance with Rule 903 of Regulation S. Transfer of the Offer Shares will be restricted and each purchaser of the Offer Shares in the United States will be required to make certain acknowledgements, representations and agreements, as described under Section Transfer restrictions. Any offer or sale in the United States will be made by affiliates of the Manager who are broker-dealers registered under the US Exchange Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares within the United States by a dealer, whether or not participating in the Offering, may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A of the US Securities Act and in connection with any applicable state securities laws. United Kingdom The Manager have represented, warranted and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA )) received by it in connection with the issue or sale of any Offer Shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to everything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom. European Economic Area In relation to each Relevant Member State, an offer to the public of any Offer Shares which are the subject of the offering contemplated by this Prospectus may not be made in that Relevant Member State, other than the offering in Norway and Sweden as described in this Prospectus, once the Prospectus has been approved by the competent authority in Norway and published in accordance with the EU Prospectus Directive (as implemented in Norway), 35

36 except that an offer to the public in that Relevant Member State of any Offer Shares may be made at any time under the following exemptions under the EU Prospectus Directive, if they have been implemented in that Relevant Member State: a) to legal entities which are qualified investors as defined in the EU Prospectus Directive; b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive), as permitted under the EU Prospectus Directive, subject to obtaining the prior consent of the Manager for any such offer, or in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Offer Shares shall require the Company or the Manager to publish a prospectus pursuant to Article 3 of the EU Prospectus Directive or supplement a prospectus pursuant to Article 16 of the EU Prospectus Directive. For the purposes of this provision, the expression an "offer to the public" in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Securities to be offered so as to enable an investor to decide to purchase any Offer Shares, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State the expression "EU Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State. This EEA selling restriction is in addition to any other selling restrictions set out in this Prospectus Transfer restrictions United States The Offer Shares have not been and will not be registered under the US Securities Act 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 US Securities Act and applicable state securities laws. Terms defined in Rule 144A or Regulation S shall have the same meaning when used in this Section. Each purchaser of the Offer Shares outside the United States pursuant to Regulation S will be deemed to have acknowledged, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed decision and that: The purchaser is authorized to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. The purchaser acknowledges that the Offer Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority or any state of the United States, and are subject to significant restrictions on transfer. The purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Shares or Shares was located outside the United States at the time the buy order for the Offer Shares originated and continues to be located outside the United States and has not purchased the Offer Shares for the benefit of any person in the United States or entered into any arrangement for the transfer of the Offer Shares to any person in the United States. The purchaser is not an affiliate of UMS or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from UMS or an affiliate thereof in the initial distribution of such Shares. The purchaser is aware of the restrictions on the offer and sale of the Offer Shares pursuant to Regulation S described in this Prospectus. The Offer Shares have not been offered to it by means of any directed selling efforts as defined in Regulation S. UMS shall not recognize any offer, sale, pledge or other transfer of the Offer Shares made other than in compliance with the above restrictions. 36

37 The purchase acknowledges that the Company and the Manager and their respective advisors will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. Each purchaser of the Offer Shares within the United States pursuant to Rule 144A will be deemed to have acknowledge, represented and agreed that it has received a copy of this Prospectus and such other information as it deems necessary to make an informed investment decision and that: The purchaser is authorized to consummate the purchase of the Offer Shares in compliance with all applicable laws and regulations. The purchaser acknowledges that the Offer Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions to transfer. The purchaser (i) is a QIB (as defined in Rule 144A), (ii) is aware that the sale to it is being made in reliance on Rule 144A and (iii) is acquiring such Offer Shares for its own account or for the account of a QIB, in each case for investment and not with a view to any resale or distribution to the Offer Shares, as the case may be. The purchaser is aware that the Offer Shares are being offered in the United States in a transaction not involving any public offering in the United States within the meaning of the US Securities Act. If, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Offer Shares or, as the case may be, such Shares may be offered, sold, pledged or otherwise transferred only (i) to a person whom the beneficial owner and/or any person acting on its behalf reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) in accordance with Regulation S, (iii) in accordance with Rule 144 (if available), (iv) pursuant to any other exemption from the registration requirements of the US Securities Act, subject to the receipt by the Company of an opinion of counsel or such other evidence that the Company may reasonably require that such sale or transfer is in compliance with the US Securities Act or (v) pursuant to an effective registration statement under the US Securities Act, in each case in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction. The purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate, and is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Offer Shares from the Company or an affiliate thereof in the initial distribution of such Shares. The Offer Shares are restricted securities within the meaning of Rule 144(a) (3) and no representation is made as to the availability of the exemption provided by Rule 144 for resale of any Offer Shares, as the case may be. UMS shall not recognize any offer, sale pledge or other transfer of the Offer Shares made other than in compliance with the above-stated restrictions. The purchase acknowledges that the Company and the Manager and their respective advisors will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. European Economic Area Each person in a Relevant Member State other than, in the case of paragraph (a), persons receiving offers contemplated in this Prospectus in Norway and Sweden who receives any communication in respect of, or who acquires any Offer Shares under the offer contemplated in this Prospectus will be deemed to have represented, warranted and agreed to and with the Manager and the Company that: (a) it is a qualified investor as defined in the EU Prospectus Directive; and (b) in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, (i) such Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the EU Prospectus Directive, or in circumstances in which the prior consent of the Manager has been given to the offer or resale; or (ii) where such Shares have been acquired by it 37

38 on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the EU Prospectus Directive as having been made to such persons. For the purposes of this provision, the expression an offer in relation to any of the Offer Shares in any Relevant Member States means the communication in any form and by any means of sufficient information on the terms of the offer and any Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for such Shares, as the same may be varied in that Relevant Member State by any measure implementing the EU Prospectus Directive in that Relevant Member State, and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. 38

39 7. THE COMPANY S BUSINESS AND INDUSTRY If not otherwise indicated in the text, the source of the information in this Section is the Company. Information which has been sourced from a third party has been accurately reproduced. As far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 7.1 INTRODUCTION TO THE ALERT INDUSTRY The market Rising temperatures driven by global warming, combined with natural variability, lead to a greater chance of natural disasters. There has also been an increase in extremist threats and in incidents around the world. Countries and citizens do not seem fully prepared to manage such testing circumstances. These seriousissues are influencing the lives of citizens. More and more people live in fear of new incidents and the lingering impacts. When any planned or unplanned incident occur, alert services are useful for disseminating non-emergency service notifications to citizens by various service and utility organizations (power, water, transportation and roadworks, traffic police) through multiple channels. These service alerts are very useful to deliver the right information to the right people at the right time Market trends Multiple market research studies indicate a positive trend when it comes to investment on critical communication systems. A study by Markets and Markets 1 estimates the mass notification industry to be worth 9.61 billion USD by According to Future Market Insights 2, the global mass notifications system market is estimated to be valued at US$ 3.8 billion by 2016 end and expected to expand at a CAGR of 12.7% during the forecast period ( ). As more countries strengthen their disaster risk mitigation policies, potential contracts for establishment of critical communication systems will continue to increase. Disasters that result in collateral damage to life and property are on the rise and governing bodies all around the world are taking notice and identifying necessary steps to thwart the effects of both natural and manmade calamities. Events like the 2015 United Nations Climate Change Conference have helped congregate political leaders from around the world and represent a consensus of 196 countries around the world. UMS believe expertise in creating multi-hazard, multi-channel critical communication systems that are essential in early warning finds many willing customers. Our global footprint indicates the same as multiple countries have commissioned disaster management and mitigation measures, with early warning systems forming an essential part of their policies and strategies Competition At present, the Company see a clear difference in the competitive landscape within the Company`s different business areas. For national tenders and large projects, the Company primarily experience competition between two types of technology: Location Based SMS and Cell Broadcast (a radio based solution). Within each of these two technologies there are normally 1-3 competitors for each tender process. While standard offerings around directory based alerting are available with most competitors, UMS has multiple patented technological solutions around location based alerting, congestion control which the UMS believes differentiate UMS offerings in terms of their accuracy and effectiveness. UMS has broad experience in real-world implementations of critical communication solutions, featuring population alert implementations in several countries. With the patented technology the Company has within the Location Based SMS solution, UMS see few to none global competitors today. The ones the Company is competing with are mainly local competitors with simpler solutions within each case. For the Company`s simpler and less complex business, the competition varies from country to country. There is no real global competitor, with a possible exception of US based Everbridge which has their key market in US, and a

40 few spread approaches in some European countries. Most competitors within this business are local players. The number of these varies from country to country, in general terms between one and 10. The Company see an increased interest in this industry and in particular within larger projects around the world. A positive increase in companies that would enter and try to compete here going forward is to be expected. UMS see this as a positive element to increase the maturity and interest in the market for national tenders and projects going forward. Critical communication solutions are built on cutting edge technology that requires a focus on novel and reliable solutions that are scalable and secure. American companies like Everbridge, AtHoc (now a subsidiary of Blackberry) and MiR3 (currently a subdivision of ECN) have a considerably good foothold in the US market and are relatively new to the global market. MIR3 works in general with corporations and primarily in the US market, though presence is seen across the world. They deliver systems for mass notification, emergency notification for business continuity and disaster recovery. Everbridge operates primarily in the US & Canada with federal, state and municipal contracts offering multi-channel, multi-language alerting, creating and sending alerts from mobile devices through app. An increase in global presence is seen lately. AtHoc was recently acquired by Blackberry and continues to offer multi-channel alerting systems for governments and private corporations. They are predominantly operating in the US with military and civil contracts at both federal and state levels. Based in the Netherlands, with operations across the world, one2many calls itself the go-to company for Cell and LTE Broadcast and claims to be the market leader within this technology. Israel and US based Evigilo was the first provider of a national population alert system with their Cell Broadcast solution to Chile and to Israel. The company has partnerships with global players like AtHoc, One2Many, Cisco, Alcatel Lucent among others. Locally there are a variety of smaller providers for service alerting and community messaging around the world. In the Company`s primary markets UMS has the following main competitors. FramWeb is the principal competitor in Norway offering both service alerting and group alerting. The company has a simpler set up and are therefore able to pressure the price point down. BlueIdea is the main competitor for service alerting in Denmark and in Sweden as well as Rapid Reach and Mobilaris. In UK the Company experience fierce competition from Everbridge for both group alerting and service alerting and Neighbourhoodalert for Community Messaging. In addition, Visav, f24.com and Pageone are main competitors in this market. The French market is dominated by Gedicom and Cedralis. 7.2 DEMAND FOR ALERT SERVICES Interest in alerting technologies continue to grow both among governments, public and private enterprises, educational institutions and among operators of emergency respond units. But there are many different ways to plan for a potential crisis and for how to inform around disruption of services. UMS observe that only a few countries and societies are as of now fully utilizing the wide range of available communication technologies and devices to prepare for these potential incidents. Mobile handsets are by far the most distributed communication channel around the world. In combination with more traditional solutions this is a very effective way of informing and alerting the citizens in any affected area. With the increased number of incidents happening around the world and the growing interests in alerting technologies there is an enormous potential for growth within this industry. From January 2013 UMS has identified about 160 tenders related to early warning systems, public alerting and critical communication being published across the world. There have been over 2300 news articles and market information sources that augment the actual tenders and Request for Proposals and underline the importance of critical communication systems for alerting and notification. UMS has participated or expressed interest of participation towards 60 of the 160 opportunities identified because of extensive market research. Within Service Alerting and Community Messaging in the Nordics and the UK there have been a great number of tenders and UMS has found approximately 70 of these suitable for the Company to respond to. 40

41 UMS believes it distinguishes its critical communication offerings to national and local governments from the various non-critical notification solutions that it offers, tailored to multiple industry verticals. Climate change and large scale environmental disasters have a higher frequency of occurring in the tropical regions of the world (central America, Oceania, South East Asia, whereas Europe has seen a surge in manmade disasters like terror attacks in the last few years. Factoring these differences and formulating the necessary mitigations becomes crucial to thwart the effects of these events. Also, the communication needs of different geographies largely depend on the prevalent technology and UMS offerings have to be tailored to the infrastructure and communication needs of the region. In developing markets, UMS partners with various technological and humanitarian organizations to provide the best critical communication solutions equipped with the most effective alerting channels and capabilities. Local knowhow is essential in formulating solutions in any region and UMS focuses on working with partners and organizations that complement the Company`s desire towards building a safer world for everyone. Willingness to pay for the Company's services is highly variable both between countries and types of service. The Company strives to find the right price level given a variety of factors such as the competitive situation, how the service is to be used (critical / non-critical alerting), the general price level in the country and customer willingness to pay. Generally, the services delivered as SaaS face more competition than the larger solutions sold to central authorities (population alert). 7.3 POSITIONING OF UMS UMS has operations across the globe and has developed advanced critical messaging systems. The Company helps deliver sustainable critical communication platforms across the globe, which potentially save lives and minimize material damage. UMS has implemented multiple emergency warning systems, and has deployed national alert systems of various kinds for many countries including Sweden, Singapore, Netherlands, Belgium, Greece and Cambodia. UMS is also a private partner of UNISDR (The United Nations office for disaster risk reduction), helping multilateral agencies and countries frame their policies around disaster management and early warning systems. The Company s mission is to provide innovative communication solutions to make a significant difference in people s lives and is also dedicated to optimize first responder s resources to address an emergency situation. UMS has a vision of being the overall world leading provider of citizen communication and public warning. UMS has been working in more than 60 different countries to understand their need for disaster management and public warning systems. 8. PRESENTATION OF THE COMPANY 8.1 GENERAL Unified Messaging Systems is a Norwegian public limited liability company incorporated under the laws of Norway pursuant to the Norwegian Public Limited Liability Companies Act. The Company was established 27 November 1998 and is registered with the Norwegian Register of Business Enterprises under the business registration number The registered business and postal addresses of UMS are: Visiting address: Innspurten 15, 13 th floor, 0663 Oslo Norway Telephone (main): Website: Postal address: P.O. Box 6301 Etterstad, 0604 Oslo, Norway As of the date of this Prospectus, the Company has 44 employees. As of the date of this Prospectus, the Group has 85 employees. 41

42 8.2 HISTORICAL BACKGROUND AND COMPANY DEVELOPMENT UMS was established 27 November 1998 as a private limited liability company and was converted into a public limited company with effect from November UMS was established in order to satisfy the shipping industry s demand for communication from ship to shore, as well as communication within commercial trade. In the late 90 s the industry had to deal with a multitude of different communication channels (telephone, fax, telex, mail, SMS) and UMS business idea was to ensure the ability to manage these channels in a secure and unified interface ( Unified Messaging ). Over time, as the market and technology changed, the demand for UMS services within the shipping industry diminished, but at the same time multiple critical events opened up a new market within emergency communication and critical warning. This crossroad leads UMS down the path of working towards becoming the worldwide leader in Population Alert Systems. The following table sets forth the key events in the Company s history: Date Event Nov 1998 Unified Messaging Systems AS established 2004 Unified Messaging Systems Denmark ApS established 2005 Unified Messaging Systems Sverige AB established 2006 Partner agreement with One Voice signed. Recurring value (as of 2016): 7-8 MNOK July 2012 Unified Messaging Systems and Services (India) Private Limited established Apr 2013 Contract with SOS Alarm Signed. Value: 115 million SEK over 7 years Jan 2014 Unified Messaging Systems (UK) Limited established Jan 2015 LBAS division of CellVision AS acquired Jan 2016 Unified Messaging Systems (Finland) OY established Apr 2016 Previstar INC. acquired Nov 2016 Decision by the Board of Directors to perform IPO and listing of the shares 8.3 COMPETITIVE STRENGTHS UMS has about two decades of practice in developing and deploying emergency communication systems for more than 1200 customers worldwide. The Company serves more than 100 million people worldwide for their emergency notification needs. The Company has products developed together with its customers including several of the world s best national emergency agencies. By bridging competence in both telecommunication and public alerting UMS has provided comprehensive solutions which help its customers reach people when it matters most. LBAS is a technology, developed and owned by UMS which offers secure, fast and reliable message delivery during emergencies. The technology enables the usage of SMS to be used for critical message distribution; in addition, it prevents congestion in the mobile network and compliments any value chain. UMS use patented technologies to reliably deliver SMS and voice messages through networks that are congested during crises. The UMS solutions range from multi-channel national warning systems to products being used at the city/municipality level for public warning and service alerts. UMS has delivered national warning systems based on location-based SMS and Cell Broadcast technologies. 8.4 STRATEGY Background UMS has a long term expansion program with the goal of becoming the #1 company in the world for solutions covering Public Warning, Notifications and Service Alerts. As of today UMS believes it is the clear #1 in Northern 42

43 Europe for these solutions and has a clear objective to obtain the position as the global #1. UMS intends to achieve this through continuous efforts on both market, sales and the development of the right solutions and services at the right time Educating and building the market Public alerting is a relatively new domain. Disaster management using the latest advances in technology is something UMS as a company has invested in. Opportunities to set up advanced public alerting systems may not always arise in developed countries. An example is Cambodia which is in a region prone to higher frequency of natural disasters. In such cases, UMS collaborate with organizations like e.g. UNISDR and the World Bank to ensure that the developing world has access to the same technology for disaster management. When UMS introduce its solutions to developing countries, the Company ensures that the administration may independently and effectively use the system. Building world class solutions for Public Warning, Notifications and Service Alerts is very demanding. Since beginning this work in the year 2000 the Company has tried to push products and services into markets that had to be built. Meaning that the demand was there but the customers simply had no idea on how to use them in their internal processes. In such cases UMS has collaborated with governments and disaster management authorities to formulate policies and processes for managing incidents. Educating the market has taken significant effort involving the sales and marketing department for one-to-one meetings, writing academic papers on the subject and participating in numerous conferences where UMS was often invited as a key-note speaker because of the built-up knowledge in the Company. In addition, non-governmental organizations (NGO s) like Red Cross, United Nations and The World Bank has been promoting the need for Early Warning Systems (and Public Warning is one part of this) and even financing pilots and co-financing complete setup of systems. UMS regularly works with these organizations to underline the importance of such systems in a growingly unpredictable world and shares its experience in deploying such systems. Even though the Company has sold solutions and services in this segment for more than 15 years and the NGO s has influenced the markets during this period, it is only in the last couple of years there has been a change in the market behavior. There are several signs of these markets maturing. More formal processes resulting in public tenders is one such sign. UMS has seen this going from one tender every two to three years to several each year. The number of conferences for the named segments has increased markedly, as have the number of countries that have started their processes for evaluation of potential solutions. The Company answers increasingly more Requests for Information, which is the step customers use before a tender is announced. The Company sees a demand for solutions that will increase in the years to come. The Company believes that the Company, with its knowledge, broad customer base and the new generation services, is well positioned Market development per country There seems to be a natural order for maturity in each country. This often starts with parts of the central government or states/regions/local communities seeing the need for critical communication in one way or another. Such a start could take as much as one to three years before the rest of the government starts seeing the results of the others and start their own process. In addition, large multinational companies tend to be very cautious about their business both with regards to their own employees and for any risk they have toward the population living near production facilities where dangerous situations can occur. For some countries in northern Europe plus the US and partly Canada the markets have partly matured, but for almost all the other countries in the world there are mostly emerging untouched markets. With the position the Company has acquired over the last 15 years it is in a position to grab large market shares in those countries as they mature. The Company has already opened new strategic markets like the UK, Finland, India, Colombia, France, Poland, Ukraine and Switzerland. 43

44 8.4.4 Market penetration To keep cost to a minimum, while still being able to check if the market is mature, the Company uses mostly cloud based solutions for testing out the services to potential clients. When the first contracts are signed, the Company increases presence with both people (employees and/or partners) and services. A long-term and strategic focus has been given to building and retaining a partner network worldwide. The Company will continue these efforts to secure the right setup for each region and country Acquisitions In the last couple of years, the Company has made two acquisitions of strategic technology and experienced personnel. In addition, UMS has bought rights for other technologies. In total this gives the Company total control of the entire value chain of services within its markets. Combined with the Company s patents this puts UMS in a positon no other company can achieve when it comes to solutions for warning and information distributed to citizen s mobile phones Product development Disaster risk mitigation requires solutions that are adaptable and collaborate with multiple systems. The Company has re-built all solutions over the last few years making sure modern development tools and technologies create the base for the new generations of scalable and agile platform. UMS believes this gives the Company an advantage towards competitors that will need to undertake this development process in the coming years. The Company has ready to use solutions for everything from simple SaaS (Software as a Service) solutions to national contracts. Since the new platforms are almost complete the cost base for development can and will be reduced. Through the Company`s solutions UMS has access to huge markets with the possibility of delivering not only critical communication systems but also Location Based Services for companies to use in consumer markets. Today UMS covers more than 100 million end users the Company can reach through multiple channels Cost base Since 2014, the Company has invested in building the new generation solutions based on modern technology and tools. The development of the new generation solutions incorporate the more than 15 years of experience the Company has. For other companies trying to do the same it will take time and incur considerable investments. Already started after summer 2016 the Company has laid down a plan for reducing the cost base for development. Given the large recurring business portfolio the Company sees a potential significant increase in financial results in the years to come Growth and results Because of the market maturing combined with the Company already having taken the majority of the cost to build the new generation s software, the Company believes future growth and earnings for the Company seems very bright. UMS has over the years invested to reach the position it has today. With the reduction of cost base, the continuing growth in the markets and the persistence of meticulous work, UMS believes the Company will be able to see the benefits of the investments in new generation`s software and that this will show positive results in the year to come. 44

45 8.5 DESCRIPTION OF THE BUSINESS About the Company UMS is a Norwegian technology company, with international operations, headquartered in Oslo. The Company has more than 1,200 customers worldwide reaching over 100 million people with their systems for public notifications. UMS was founded in 1998 and is well established within the area of critical communication and population alerting systems. The Company is providing population alert systems using multiple technologies to leverage existing telecommunication infrastructures to send critical alert messages through various channels before, during and after both unexpected and scheduled events. Through right information to the right people through the right channels at the right time, the solutions can help save lives and to reduce damage. The mobile phone is currently the most frequently used communication channel worldwide, and is therefore the most effective platform to inform and warn people. The Company has developed advanced systems for critical messages and has patents known in the industry for their technological and lifesaving capabilities. UMS has numerous real life national systems and has developed national warning systems of different kind for countries including Sweden, Singapore, Denmark, Netherlands, Belgium, Greece and Cambodia. The Company has a strategic partnership agreement with UNISDR (The United Nations Office for Disaster Risk Reduction) and has assisted countries and multilateral organizations in developing frameworks for crisis management and notification. UMS leverages existing infrastructure of telecom operators when sending critical messages. UMS solutions for planned or unforeseen events enable both public and private entities to communicate with customers and citizens through various channels. These solutions are very useful to inform the right people at the right time. Activities include: Software design & development Integration with external systems Installation & testing Project management & consultancy services Customer support Development is divided between two departments: SaaS: Common web-based platforms hosted by UMS and shared by multiple customers. Products: Software installed inside the customer s network, either on the customer s existing hardware or in some cases on hardware purchased and supplied by UMS. The SaaS solutions are typically used by smaller customers with similar requirements, while the full product installation is reserved for larger customer s special requirements on performance, privacy of data or exclusive access. Software development is primarily done in-house, although well-defined and limited tasks are sometimes outsourced to partners. The Company's efforts to develop a new generation solutions have been implemented and the systems are now commercialized. However, work will continue to embed enhanced functionality based on market trends and customer requirements. The Company continuously evaluates the market to find the right timing to enter new countries. The market is developing differently in each country and there is a need for ongoing analyses to determine whether, when and how a new country may be targeted. 45

46 The Company emphasizes that the experience and the accumulated knowledge in the Company are incorporated into the UMS solutions. UMS also generate revenues in several countries winning contracts in competitive markets. The Company believes this is due to its competence, ability to understand the customer needs and a flexible solution which can be configured for each customer. Up until now, these solutions provide the greatest earnings for the Company. The position the Company is in by managing congestion control and ensuring the deliveries of alerts, gives a marketing effect, as it makes the customers understand that UMS has stable and flexible solutions as well as skill in understanding customers' needs. The Company will, regardless of the infrastructure, evaluate each country against what provides the most efficient alerting solution. The need for redundant alert channels is emphasized towards all customers and markets, and operates independently of the infrastructure in each country Technologies and Solution Offerings Platform overview The system can be integrated with sensors, water buoys, etc. via the Common Alerting Protocol (CAP) to trigger automatic alerts in the event that a predefined threshold is reached. The system has been designed to ensure effective communication before, during and after an emergency situation. The system has modules that allows users to save predefined content such as map areas, messages and templates for alerting and rapidly execute alerts using these predefined templates. Integrated recipient management includes ability to store unlimited groups or individual records of personnel or volunteers, manage social media and CAP endpoints as well as a Big Data engine for processing millions of geocoded citizen records. 46

47 UMS has implemented efficient algorithms for managing congestion on both fixed line and mobile phone networks. Platform features: - Optimized Control of traffic load on switches in a communication network that covers the need for functionality specified such as the ability for a timely notification of major portions of population. - UMS offers a hosted, cloud based solution as well as customized platform deployment - UMS solutions have the flexibility to be customized keeping in mind technical and commercial constraints. This helps meet functionality expectations and budget constraints - UMS also has proven capabilities in location based technology which allows for targeted communication with the population present in a specific area at a specific time Alerting technologies UMS offer communication platforms that can be used for critical and non-critical information dissemination. These platforms provide the customers options to select the target (recipients) for an alert, define the message content and the choice of communication channel. Based on the needs of the customer and availability of information, three distinct technologies can be used individually or in conjunction to ensure information is transmitted to all intended recipients. Directory based alerting technology. This technology sends information to pre-defined lists of recipients present in the system directory. Groups are maintained by the customer. In some cases UMS integrates with the existing data sources at the customer. Address based alerting technology. A map is used to identify subscribers or recipients (with registered addresses and contact information). Inputs for this communication technology is derived from subscription portals and geo-coded databases which are made available through public directories or through partners. Location based alerting technology. This involves sending alerts to recipients currently roaming in the mobile network in this area (inbound) or recipients currently roaming in a specific country (outbound). The recipients on location based alerts are selected by the UMS LBAS back-end system, which is installed inside the mobile operator s network. These technologies are used to disseminate information via multiple channels like: Voice & SMS through patented congestion control technologies native integrations available for these channels Social media including Facebook and Twitter Radio & TV though integrations with broadcasters CAP native interfaces for Common Alert Protocol to integrate easily with legacy and third party proprietary interfaces Sirens/digital signage integrations for sirens and signage available Native smartphone app notifications Other channels ability to integrate using easy interfaces to any other new/existing channels of communication Using the mix of technologies and channels, UMS has created a portfolio of solution offerings, based on their usage areas: Population Alerting: Helping national and regional governments to deliver critical alerts to the public during emergencies Community Messaging & Service Alerting: Delivering critical and non-critical communication to local communities through municipal authorities and public service companies Group Alerting: Providing critical and non-critical, multi-channel communication for enterprises, emergency response teams for both planned and unplanned incidents 47

48 Location Based Services: Analytical & practical applications of location information Each of these portfolios have systems designed to help different kinds of customers with their communication needs. For e.g. location based alerting technology is used for both large-scale population alerting for regions / countries, but also has the potential to be deployed as campus alert for a localised communication within an educational institution or industrial campus. Similarly, address based alerting is used by large scale customers like Kingdom of Cambodia for large scale population alerting and at the same time by smaller utility companies targeting few thousand customers with critical and non-critical information. The Company continuously reinvents itself as the Company understands the importance of being in front in a niche service area. The Company`s solutions thus incorporate flexible and adaptable technologies that can ensure the most effective information transmission Population alert Both natural and manmade disasters are occurring with increased frequency across the world and the Company`s technological advancements are imperative to prevent significant damage and casualties. One of the most crucial aspects of disaster management is to make relevant information available at the right time to help people react quickly in affected areas to avoid potential threats. UMS is capable of using either registered addresses or current location of citizens to send out alert messages. Location based alerting is a technique where people in specific chosen areas can be alerted in a quick and efficient manner using current location information from either telecom networks or GPRS. All mobile phones in the defined area are identified using location information from mobile networks. UMS LBAS can send advanced SMS to all mobile subscribers in a specified area, including inbound visitors (typically foreign tourists) and people travelling to other countries. LBAS shows the density, distribution and total number of people in an area including nationality on a real-time basis. This technology works by integrating the UMS LBAS solution with the components from telecom operators. There is no violation of privacy and details on physical location are not stored or exposed in any way as all information remains inside the operators networks. Location based alerting can also be achieved using a dedicated citizen app that can receive alerts based on the user s current location. Address based alerting involves notifying residents and businesses based on registered addresses stored using geocoded databases. The database can be populated using dedicated citizen portals that can gather necessary contact information from citizens who wish to receive alerts. Multiple channels like SMS, voice message, , push notification to smartphone app can be utilized to send alerts. Alert dissemination is generally fast and reliable. Citizens can also receive alerts regarding more than one registered address by providing areas of interest in the citizen portal. 48

49 UMS offers a multi-hazard multi-channel alerting platform that can leverage both conventional and modern channels to ensure that the right information reaches the right people at the right time. Multiple emergency management authorities and agencies can work seamlessly using the Company`s population alert platform as the system can be customized to accommodate any number of organizations, roles and hierarchical structures. UMS alerting platform can also be integrated with sensors for automated alerts and can receive information and instructions from decision support systems to schedule alerts. The system also provides features to store message and map templates for different scenarios to ensure quick dissemination of information Service Alerting & Community Messaging UMS offers its alerting technologies for diverse applications. While population alerting and critical communications are handled by regional or national governments and generally reach out to larger populations, local governments, utility companies and service providers can leverage the Company`s solutions customized for targeted audience. For service alerting and community messaging, UMS offers multi-channel notification systems that in-turn receive information from subscription portals and geo-coded databases. UMS Service Alert System is a mass notification solution enabling both public and private utility organizations to communicate service notifications via text message, voice mail and . The recipients are residents and companies selected based on their registered address. Emergency repairs of water pipes, changes to waste collection schedules, reminders of property inspections and power outages are all examples of areas in which service notifications are used. UMS Community Messaging System is a subscriber based service used by cities and law enforcement authorities to inform residents by text message, voice mail, , social media and app push notifications. The system is designed for residents who wish to be informed about incidents and happenings in their local area. Residents can choose their preferred alert channels for the interests and locations they would like to be updated on Group Alert System UMS Group Alert is a system for one and two-way communication intended for both planned and unplanned incidents. First responders and emergency preparedness organizations, amongst many other industries, can use this solution to initiate emergency alerts when the have a requirement to organize and communicate with personnel. The vast capacity of the UMS Group Alert solution ensures that all recipients are informed instantly and at the same time. 49

50 UMS Group Alert System is a rapid and secure solution that allows groups to be reached in an effective and standardized way. The main alert channels utilized within the Group Alert solution include Voice Call, Text Message (SMS), Tetra (SDS), , Social Media and CAP, with other relevant channels also available. If a disaster occurs, the magnitude of any negative impact is significantly reduced when emergency responders have access to real time information about the incident. The system is particularly useful for deploying personnel and emergency response teams such as ambulances, police officers, firefighters, maintenance staff and security teams among others. By using predefined templates and scenarios, multiple groups are alerted within just a few clicks to enable efficient rescue operations. Group alerting facilitates the creation of multiple groups based on organizational needs to receive specific instructions and notifications. The system administrator can create users and groups, and organize them in a hierarchy to facilitate the usage of the system. Privacy is always secured so that each group has access to their data only. The system is also robust enough to handle any number of users who log in simultaneously. Group Alerting supports multiple languages and input channels through web interfaces, mobile applications and IVR systems. The system also supports two-way communication and comes equipped with a phonebook that can store multiple contact information for each person in the system. The system does not require any configuration or installation by end users Location Based Services Apart from critical communication and notification use cases, UMS work and multiple patents around location based technologies allow us to offer multiple services around location information. These technologies have diverse applications in multiple industry verticals including healthcare, retail, banking among others. Location information can be crucial in saving lives (like in the case of our heart starter app which sends the victim s location information to first responders) and improving services using analytics Organization With innovation and eagerness to make a difference as the everyday essence of the Company, there is a constant need for enthusiastic employees who strive for results. UMS sees a clear responsibility to provide opportunities for highly qualified and motivated employees who enhance the company s expertise by creating a collective that generates results as well as a harmonious and motivating work environment. All roles need to be filled by qualified candidates who support the Company`s framework and values. UMS vision is to be the world leading provider of citizen communication and public warning and the Company s mission is to provide innovative communication solutions to make a significant difference in people s lives. The Company seeks to employ people with a profound wish to make a difference, to help people sleep better at night. Reaching people when it matters most is the mantra of the Company. The Company offers its advanced emergency communication solutions through hosted and on-site installation models. On-site installation (commonly referred to as product installation) is the preferred model for national population alerting systems, whereas enterprises, municipalities, public services and emergency responders usually prefer the hosted services approach. The operations are aligned to facilitate these diverse needs smoothly, with the hosted solutions (also known as SaaS) development team working out of the three UMS offices in Norway (Oslo, Sandnes and Bergen) with a few resources in India and the product development team primarily based out of the Indian development centre and managed from Norway. The sales teams are also aligned accordingly, maintaining a global presence. The worldwide sales operations of products and hosted solutions teams are managed from the US and Norway head offices respectively. The financial control is managed by the CFO and the controller. Administration, HR, Marketing & Communication ably aid both business areas within the Company. 50

51 8.5.4 Global presence Over the last 18 years, UMS has serviced over 1200 clients in emergency notifications across countries like Norway, Sweden, Denmark, Finland, Netherlands, Belgium, Cambodia and India, and in industry verticals as varied as public security (police and fire department), telecommunication, hospitals, oil & gas, aviation, schools, public service (water, electricity, waste management etc.) and national security (armed forces). UMS is known for delivering products and services that goes beyond customer expectations. As some of the solutions are very comprehensive and technologically demanding, UMS has established close relationships with industry partners to always be ahead of the times. 8.6 CUSTOMERS AND CUSTOMER RELATIONS UMS has numerous real world implementations of alerting systems. The Company has deployed national alert systems of various kinds for many countries including Sweden, Netherlands, Belgium, Greece and Cambodia. Other than national alerting systems, UMS solutions have been deployed by more than 1200 customers worldwide, including governing bodies like city and municipality administrations in Norway, Finland, UK, India along with the following industry verticals - Public security (police and fire department) - Telecommunication organizations - Hospitals and healthcare - Oil & gas - Aviation - Educational institutions like universities and schools - Public service companies (water, electricity, waste management etc.) - National security (armed forces). The Company has also pioneered several pilot projects and POCs (proof of concept) for novel alerting solutions in various countries like Panama, India and Ukraine. 51

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