NO/EN
Dr. Techn. Kristoffer Apeland and MSc. Tryggve Mjøset took over the previously personally owned company, Ing. E. N. Hylland, in 1964. The company was converted into a private limited company and was named "Engineers Apeland and Mjøset Ltd.". Throughout the following decade, between 1964 –1974, the company was developed into one of the country's leading consultancy companies. During this period, the company grew from 15 to 40 employees. The company's further development and alternative forms of ownership were discussed and assessed.
There was a goal to develop the company into a larger multi- disciplinary engineering company. This was a new concept, in a time where the industry mostly consisted of single- disciplinary engineering firms. In 1974, the company's name was changed to Multiconsult AS. The shareholders wanted to facilitate a long-term and impersonal ownership by creating the Multiconsult Foundation and transferred their entire ownership to this foundation.
By doing so, the shareholders ensured the company's future independence and development. In addition to the two main shareholders at the time, five key employees were involved as the founders of the new foundation.
The company's growth continued throughout the 1970s and 1980s. In 1989, the company ended their period of having separate A and B share classes and introduced only one class of shares instead. By selling almost 30% of the company's shares to the Swedish consulting engineering firm Jakobsen & Widmark (J&W) in addition to a merger with Noteby in 1990, the Foundation reduced its ownership stake in the company. The share of ownership was further reduced by offering shares to all employees of the company and by subsequent mergers in connection with the company's targeted growth. Eventually, the company grew its number of shareholders, with the Foundation and J&W as the two largest shareholders.
As a result of this development, the Foundation gradually became independent of the company's management. The shareholding employees of the company elected 4 representatives to the Foundation's board of directors, while two representatives were elected by all the company's employees.
According to the company's articles of association, shares could only be sold to the Foundation and active employees of the company. Employees who left or retired largely chose to keep their shares, while some sold to the Foundation for resale to active employees. J&W eventually wanted to sell their shares, but due to a lock-up provision they had to come to an agreement with the Foundation on a price for selling it to the Foundation.
Over time, the company gained four groups of shareholders: (i) the Foundation, (ii) J&W (eventually WSP Group), (iii) active employees of the company, and (iv) former employees or their descendants. Such development meant that the dominant shareholders' position that the Foundation previously had held together with the active shareholding employees was constantly being reduced. At the same time, the need for a system of trading the shares with an acceptable price mechanism grew.
In January 2014, WSP Group, which had become Multiconsult's largest shareholder through the purchase of J&W, made a share purchase offer to all shareholders in Multiconsult AS. This did not receive sufficient acceptance, with the Foundation as one of the shareholders who declined the offer. In an extraordinary general meeting in April 2014, it was decided to ask the company's board to investigate the possibility of listing the shares of Multiconsult on the stock exchange (IPO). The Foundation launched its own investigation into alternative ownership models and concluded that an IPO would be the most suitable ownership model for the future. Among other reasons, such model would facilitate an effective trading of shares.
During the spring of 2015, the general meeting resolved the IPO by a large margin. The Foundation played a central role in this process, e.g. by purchasing WSP's shares for the purpose of a resale in connection with the IPO. Multiconsult ASA was listed on the stock exchange on 22 May 2015 and the Multiconsult Foundation became the largest owner with a 20.5% stake. Active employees owned a total of 22% and former employees 12% of the shares. Around 44% was spread among institutional investors. Apart from the Foundation's shareholders' stake, all remaining stakes were well below 10%.
The Foundation understood that the IPO entailed new challenges and a new position for the Foundation as a shareholder in Multiconsult. As the by far largest shareholder in a listed company, and with an industrial and long-term starting point, the Foundation's purpose of exercising active ownership in Multiconsult gained an enhanced significance. The Foundation's governance structure was revised with the introduction of a board of representatives in addition to the board of directors and an election committee. The board of representatives forms the link between the employees and the board of directors. The members of the board of representatives are elected by and among employees. Furthermore, it serves the purpose of electing the Foundation's board of directors and carrying out an overall supervision of the board.
With regards to the Foundation's influence over the company, it is integral that the board of directors acts, and is perceived as a professional shareholder, independently of the company's employees or management. Following the IPO, it has therefore been focused on developing a professional board of directors, in addition to maintaining the understanding of the Foundation's bodies, which is crucial as
to how the Foundation is perceived externally. After the revised governance structure was adopted in 2016, the Foundation has continuously developed the bodies' expertise and adjusted its structure further, to ensure the Foundation's professionalism and independence.
