Norconsult

Gauthier Rousseau: 3, 2, 1.

Hello and welcome to IPO Stories, a podcast that explores the tracks to IPOs for companies and their stakeholders.

Through interviews with professionals who have led companies to public markets, we learn about what it takes to IPO a business — the do’s and don’ts before, during, and after the listing process. I’m Gauthier.

I’m Per, co-founders of Amundsen Investment Management, a Europe-based equity manager.

Today we tell the story of Multiconsult, the best-performing European IPO from 2023 — up more than 140% from its IPO price.

Norconsult, the Norwegian engineering, architecture, and urban planning consultancy, has a very interesting story. Being wholly owned by its more than 6,000 employees before listing in November 2023, it was a difficult environment to go public — but since then, the company has gained investors’ trust and is now valued at more than $1 billion.

We invite Dag Fladby, the CFO of Norconsult, to discuss the journey from the initial decision to managing the company post-IPO. Dag will reflect on the changes in the company’s culture, the role of the IR function, and the lessons learned from interacting with public investors.

Before we start, we’d like to remind our listeners that our discussion is not financial advice, nor an investment recommendation, nor a solicitation to buy or sell any financial instruments or an offer for financial services or any other transaction.

The information contained in the recording has no contractual value and is intended for informational purposes only. Amundsen Investment Management and the participants in this podcast may hold positions in the companies being discussed.

Dag, good morning, and thank you very much for joining us today on the show. We’re both sitting in Oslo — I’m very happy to have you. We met during the IPO process of Norconsult. Please, could you introduce yourself?

Dag Fladby: Good morning. Thank you very much for having me in your studio. I’m Dag Fladby, CFO of Norconsult, which I’ve been for the last three years.

Gauthier Rousseau: Can you remind us how you ended up as CFO at Norconsult? What was your background before taking the role?

Dag Fladby: I have more than 30 years of experience across different industries — both listed companies and private and public ones. How I ended up at Norconsult was quite typical — headhunting. I was contacted, met with our CEO Egil Hegna, and after several meetings we found a good match, and I decided to join.

Gauthier Rousseau: So obviously we’re here to talk about IPOs. When you took the job, was the IPO on the agenda? You joined in February 2022, and Norconsult listed at the end of 2023 — about 18 months later. Was the IPO part of your mandate?

Dag Fladby: No — actually, absolutely not. It was clear there were no plans to list the company. My mandate was to modernize the finance function, M&A, and related staff departments. The IPO discussion only started three or four months after I joined, when we learned about upcoming changes in Norwegian tax rules — and then the snowball started rolling.

Gauthier Rousseau: Let’s dive into the IPO rationale. You mentioned the change in tax rules. Norconsult had a specificity: 100% employee ownership. Can you explain the rationale at that time?

Dag Fladby: Yes. Norconsult was 100% employee-owned, with a 96-year history. It had always been that way. Employees bought shares at book value when joining and sold them at book value when leaving.

But from 1 January 2022, new tax rules required using market value for such transactions. Our book value was far below market value — so we had to change our ownership model. Otherwise, employees would be taxed on unrealized gains — paying more tax than the actual share cost. That was not sustainable.

Gauthier Rousseau: The company was almost a century old, with already listed peers in Norway and the Nordics. So it wasn’t the first time an IPO was discussed?

Dag Fladby: Correct — there had been a discussion back in 2015-16, but the decision then was not to list. When I started, there were no such plans. The new tax rules forced us to look at alternatives.

We spent nine months evaluating different ownership models — with external advisors — before finally voting. In January 2023, 95% of shareholders voted in favor of an IPO.

Gauthier Rousseau: What were the key considerations that supported choosing an IPO over the alternatives?

Dag Fladby: Several reasons.

First, we wanted to retain employee ownership, which was a core part of Norconsult’s culture. We looked at trade sales and private equity but realized we’d lose control over ownership.

So the IPO became the best way to modernize ownership while keeping our culture intact. The shareholder committee represented all groups — younger employees and veterans alike — and played a key role.

Eventually, we voted for a down-sale of 34% of the company.

Gauthier Rousseau: Did you run a dual track — also exploring private bids?

Dag Fladby: We received interest once we announced we were evaluating options, but after consulting employees again, we decided not to pursue private offers and to focus solely on the IPO.

Gauthier Rousseau: It sounds like there was strong commitment to keeping the company employee-focused. Was there concern about the culture changing once listed?

Dag Fladby: Yes — that was the main concern. Most employees had never worked in a listed company. People asked: “Will the culture change?”

Ownership was highly fragmented — about 3,600 employees held shares, with the largest owning less than 1%. Very broad distribution.

Gauthier Rousseau: Still, 95% support is remarkable. How did you achieve such consensus when valuation was still uncertain?

Dag Fladby: Through constant communication. We held many meetings over nine months, explaining every alternative and the pros and cons. External advisors gave indicative valuations, but we emphasized these were uncertain — the market would ultimately decide.

Gauthier Rousseau: And how did you decide the IPO size and float?

Dag Fladby: We needed sufficient liquidity. Since our balance sheet was strong, we didn’t raise new capital — it was a secondary down-sale. Everyone was required to sell a minimum 25% of their holdings, ensuring liquidity, but could choose to sell more.

At the same time, employees who previously didn’t own shares could finally buy — at the same price as external investors. About 600 new employees became shareholders through the IPO.

Gauthier Rousseau: What proportion of employees now own shares?

Dag Fladby: Around 5,500 of our 6,500 employees — thanks also to a “gift shares” program granting free shares to long-tenured staff.

Gauthier Rousseau: And employees were locked up post-IPO, right?

Dag Fladby: Yes — six + six months for most employees; twelve months for management.

Gauthier Rousseau: The lockup has now expired. Do you track employee trading?

Dag Fladby: We do, and it’s healthy. Some senior employees reduced exposure — retirement, diversification — which also improved liquidity. Employee ownership remains very strong.

Gauthier Rousseau: And you can’t blame them — the shares are up 135% since IPO!

Dag Fladby: Exactly. But interestingly, we hardly discuss share price internally. People stay focused on business. That’s a healthy sign.

Gauthier Rousseau: Indeed — especially given how challenging your IPO timing was. November 2023 was not an easy window.

Dag Fladby: Yes — we viewed it as a long-term decision. We wanted the right price, not the highest price. Waiting could have delayed the necessary ownership changes for years.

Pricing at NOK 19 per share was disappointing, and initial trading was soft — but the long-term perspective was key.

Gauthier Rousseau: Preparation clearly paid off. What were the key workstreams to get ready?

Dag Fladby: After the January 2023 decision, we immediately launched an IPO-readiness study. We converted our accounting to IFRS, updated compliance, and changed internal communication rules to meet public disclosure standards.

We also hired an independent IPO advisor to coordinate with banks, lawyers, and auditors — letting management focus on operations.

Gauthier Rousseau: How did you select your corporate advisors and banks?

Dag Fladby: Through a structured tender. Criteria included team experience, knowledge of our sector, investor reach, and fee structure. Price promises or “valuation ranges” were not decisive — alignment of interest was.

Gauthier Rousseau: That’s a smart approach. Looking back, what lessons would you share with other CFOs?

Dag Fladby: Start early. Bring in extra resources so daily operations don’t suffer. Hire experienced advisors early. And if you’re not already on IFRS, don’t underestimate the workload.

Also — continuous employee communication was essential for us.

Gauthier Rousseau: Let’s talk about guidance. You decided not to give precise numerical guidance at IPO — why?

Dag Fladby: Norconsult has delivered steady growth — around 10% revenue CAGR since 2012. Our ambition was to continue that story and be a top-three Nordic player.

But giving fixed numerical targets can drive short-term decisions. Instead, we guided to grow faster than the market — sustainable, long-term, and realistic.

Gauthier Rousseau: A long-term mindset — admirable, though markets do love precision. Have you changed your communication approach since listing?

Dag Fladby: No — we decided early not to guide quarterly, but to be transparent and precise. If something material changes, we communicate it clearly. That builds trust.

Gauthier Rousseau: One year on — any cultural change inside the company?

Dag Fladby: Very little. Staff functions like finance and communications are busier, but for most employees it’s “business as usual.” The culture hasn’t changed.

Gauthier Rousseau: Any visible benefits from being public?

Dag Fladby: Yes — visibility. It helps recruitment, especially outside Norway, and supports M&A by making us better known. Also, quarterly benchmarking against peers drives healthy internal competition.

Gauthier Rousseau: But quarterly reporting can also feel short-term?

Dag Fladby: True — we emphasize long-term thinking. We don’t “live quarter-to-quarter.”

Gauthier Rousseau: You also built an IR function. When did you hire your IR lead?

Dag Fladby: Quite late — just before the IPO. In hindsight, we should’ve done it earlier. We later hired a permanent IR in early 2024.

Gauthier Rousseau: How many investor meetings did you do before listing?

Dag Fladby: About 100 meetings. Necessary, I think — it built awareness and ensured we attracted long-term investors.

Gauthier Rousseau: Did management participate in allocation decisions?

Dag Fladby: Yes — we set clear rules, discussed with the board, and prioritized long-term holders.

Gauthier Rousseau: And what did you learn from those 100 meetings?

Dag Fladby: That investors are diverse — some dig deep into details, others focus on macro. The most surprising part was how quickly market sentiment can change. During the autumn of 2023, geopolitical tensions shifted the tone overnight.

Gauthier Rousseau: Exactly — risk-on, risk-off. But meeting many investors mitigates that.

Now that you have public investors instead of employees, how does engagement differ?

Dag Fladby: Our message is the same — transparent, equal communication for all. We stay available and consistent.

Gauthier Rousseau: If you could do it again, would you hire your IR earlier?

Dag Fladby: Definitely. It would’ve made life easier for me and the CEO.

Gauthier Rousseau: Any other things you’d do differently?

Dag Fladby: Not much — maybe small improvements, but overall, it went smoothly.

Gauthier Rousseau: What makes you most proud?

Dag Fladby: How the teams stepped up — meeting every deadline with quality and enthusiasm. The collaboration across departments was outstanding.

Gauthier Rousseau: Any fun memories from the process?

Dag Fladby: No funny anecdotes — just a deep sense of pride when we finally listed.

Gauthier Rousseau: If you were to do another IPO, which company would you dream of listing?

Dag Fladby: Honestly, Norconsult was my dream. A fantastic company with a great culture — making it public was a dream fulfilled.

Gauthier Rousseau: A happy man then! Thank you very much, Dag. That was very insightful.

Thank you for listening to IPO Stories.

In future episodes, we’ll host CEOs, CFOs, advisors, and other participants in the IPO process to learn from their experience — like from Dag Fladby today.

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