Komplett ASA: Contemplated Private Placement and new long-term credit facilities

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Sandefjord/Oslo, 15 November 2022: Komplett ASA (the “Company”) has engaged ABG Sundal Collier ASA (“ABGSC”), Carnegie AS (“Carnegie”), Nordea Bank Abp, filial i Norge (“Nordea”) (publ) and Skandinaviska Enskilda Banken AB (“SEB”) as Joint Bookrunners (the “Joint Bookrunners”), to assist the Company in a contemplated private placement (the “Private Placement”) of new shares in the Company (the “Offer Shares”) to raise gross proceeds of NOK 1,000 million.

Successful refinancing of long-term credit facilities

The Company is pleased to confirm that it has received a commitment letter from SEB and Nordea for a new revolving credit facility in the amount of NOK 1,300 million and from SEB for an overdraft facility in the amount of NOK 400 million (increased to NOK 500 million in Q4 each year) (the "New Facilities"). The Company expects to enter into full-form loan agreements for the New Facilities by the end of November 2022, with among other a condition precedent for making a drawdown of the New Facilities that the Company has completed an equity issue in the gross amount of at least NOK 1,000 million.

The New Facilities provide Komplett with a set of new covenants that the Company believes provide sufficient headroom going forward. The agreed terms for the New Facilities include expected covenants for a minimum equity ratio of 30 per cent and a ratio of net debt to EBITDA (pro forma and adjusted for certain exceptional items) for Q4 2022, Q1 2023 and Q2 2023 of 4.5x, 4.0x and 3.75x respectively and 3.0x thereafter (3.5x in Q3). The expected adjusted and improved covenants together with the non-recourse factoring facility already in place (which is expected to reduce net debt in the area of additional NOK 200 million by year end (NOK 200 million reported reduction in the Q3 2022 report) and reduce cash outflow in peak inventory seasons) are expected to give Komplett headroom to handle the currently challenging B2C market from a liquidity and financing perspective.

The Private Placement

Through the contemplated Private Placement, the Company will satisfy the above condition precedent, and the Company will use the net proceeds from the Private Placement and funds to be made available under the New Facilities to repay the NOK 1,500 million bridge loan, which was obtained in connection with the Company's combination with NetOnNet AB, announced 9 February 2022, and which matures in April 2023. The New Facilities will replace the Company’s existing overdraft facilities of NOK 500 million, as well as its two existing revolving credit facilities of NOK 500 million and SEK 650 million.

Canica Invest AS (“Canica Invest”) (owner of approx. 40.30 per cent of the shares in the Company) and SIBA Invest Aktiebolag (“SIBA Invest”) (owner of approx. 32.78 per cent of the shares in the Company) have committed to subscribe for Offer Shares for a combined amount of at least NOK 800 million in the Private Placement, of which Canica Invest for at least NOK 500 million and SIBA Invest for NOK 300 million. Canica Invest will be allocated Offer Shares for at least an amount required to ensure than it will maintain an ownership of more than 40 per cent (taking into account potential dilution from the Subsequent Offering (as defined below)) and SIBA Invest will have the right to be allocated the number of Offer Shares required for them to maintain their 32.78 per cent ownership following the Private Placement.

Members of the Company's management and Board of Directors have indicated an intention to subscribe for an aggregate of NOK 7.4 million. This includes Lars Olav Olaussen (CEO), Krister Pedersen (CFO) and Jo Lunder (Chairman of the Board).

Lars Olav Olaussen, CEO of Komplett, commented: “We are pleased to have reached a good, long-term solution which provides us with a robust financial position and enables us to refinance the bridge loan following the combination with NetOnNet. In parallel with our actions to improve net working capital, reduce slow-moving inventory, realise cost synergies with NetOnNet and maintain an industry-leading cost position, the combination of long-term debt financing and the contemplated private placement will ensure that the Komplett group remains well-positioned for long-term value creation.”

Timeline for and terms of the Private Placement

The bookbuilding and application period for the Private Placement commences today, on 15 November 2022 at 16:30 hours CET, and is expected to close on 16 November 2022 at 08:00 hours CET. The Company, after consultation with the Joint Bookrunners, reserves the right to at any time and in its sole discretion to close or extend the bookbuilding and application period or to cancel the Private Placement in its entirety and for any reason. If the bookbuilding and application period is shortened or extended, the other dates referred to herein may be changed correspondingly.

The price for the Offer Shares in the Private Placement (the "Offer Price") will be determined by the board of directors of the Company (the "Board") following the completion of the bookbuilding process. Allocation of shares in the Private Placement will be determined after the expiry of the bookbuilding period, and final allocation will be made by the Board at its sole discretion, following advice from the Managers. Allocation will be based on criteria such as (but not limited to), existing ownership, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares.

The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.

The Joint Bookrunners have entered into a lock-up arrangement with the Company for a period of 90 days from today, subject to agreed exemptions including for the issuance of shares in the Private Placement and the Subsequent Offering (as defined below).

Settlement of the Private Placement will be divided into two tranches. Settlement with investors other than Canica Invest and SIBA Invest will take place in full in the first tranche ("Tranche 1"). Settlement in Tranche 1 will be facilitated by a combination of the issuance of 27,500,000 new shares (the "Board Authorised New Shares"), which is equal to the maximum number of new shares that the Board may issue pursuant to an authorisation to increase the share capital granted by the extraordinary general meeting of the Company held on 16 March 2022 (the "Authorisation"), and share lending from Canica Invest and/or SIBA Invest.

Settlement with investors other than Canica Invest and SIBA Invest is expected to take place on or about 18 November 2022 on a delivery-versus-payment basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to the subscription and share lending agreement entered into among the Company, Canica Invest, SIBA Invest and the Joint Bookrunners (the "Share Lending Agreement"). The Board Authorised New Shares will in part be subscribed for and paid for by Canica Invest to settle Offer Shares allocated to Canica Invest, and in part formally subscribed for by the Managers for redelivery by the Managers of shares borrowed from Canica Invest pursuant to the Share Lending Agreement and by SIBA Invest depending on the number of shares allocated to other investors than Canica Invest and SIBA Invest.

The Offer Shares allocated in the Private Placement that are not settled in Tranche 1 will be received by Canica Invest and SIBA Invest and will comprise Offer Shares allocated to them and new shares for the redelivery of existing shares borrowed from them under the Share Lending Agreement ("Tranche 2"). Subject to successful completion of the bookbuilding period, the board of directors will call for an extraordinary general meeting to be held on or about 8 December 2022 (the "EGM") for purposes of inter alia resolving a share capital increase by the issuance of Offer Shares to be delivered in Tranche 2 (the "EGM Resolution" and the "EGM New Shares").

Completion of Tranche 1 by delivery of Offer Shares to investors is subject to the necessary corporate resolutions required to consummate Tranche 1 are being made, including the resolution of the Board to complete the Private Placement and to increase the share capital of the Company by the issuance of the Board Authorised New Shares, and the parties having complied with their obligations under the Share Lending Agreement. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Offer Shares in Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed.

Completion of Tranche 2 by delivery of Offer Shares is subject to (i) completion of Tranche 1, (ii) the EGM making the EGM Resolution, and (iii) the registration of the share capital increases pertaining to the issuance of the EGM New Shares with the Norwegian Register of Business Enterprises and the EGM New Shares being registered in the Norwegian Central Securities Depository (“VPS”). Canica Invest and SIBA Invest have undertaken to vote in favour of the EGM Resolution, and investors that are allocated shares in the Private Placement will also have undertaken to vote in favour of the EGM Resolution at the EGM. In the event that Trance 2 is not completed and Canica Invest and SIBA Invest for that reason do not receive redelivery of all shares lent under the Share Lending Agreement, then the shares not being redelivered will be deemed to have been sold at the Offer Price and the lenders will receive cash in lieu of shares. Further, the Private Placement will in that event not fulfill the NOK 1,000 million in gross proceeds condition precedent for the New Facilities referred to above.

The Board has considered the offering of new shares in the Private Placement in light of the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and the Board is of the opinion that the contemplated transaction complies with these requirements and guidelines. The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and closely coordinated with the refinancing of the Company's debt. Further, the Private Placement is launched after the Company has received pre-commitments from Canica Invest and SIBA Invest and the transaction has been pre-sounded with a limited number of investors to reduce transaction risk, and the Private Placement is subject to marketing through a publicly announced bookbuilding process, which secures a market-based offer price. On this basis, and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement, carry out a subsequent offering of new shares in the Company at the Offer Price towards existing shareholders in the Company as of 15 November 2022 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway and any other jurisdiction(s) decided by the board of directors) require a prospectus, registration document or similar action (the "Subsequent Offering"). Whether the Subsequent Offering will be carried out will inter alia depend on the result of the Private Placement and the subsequent development of the Company's share price.

Advokatfirmaet Thommessen AS is acting as the Company's legal advisor in connection with the Private Placement. ABGSC, Carnegie, Nordea and SEB act as Joint Bookrunners in the Private Placement, and ABGSC is also acting as financial advisor to the Company in connection with the debt refinancing process.

For further inquiries, please contact:

Kristin Hovland, Head of Communication
Kristin.Hovland@komplett.com

Krister A. Pedersen, CFO
Krister.Pedersen@komplett.com

About Komplett ASA

Komplett Group is a leading online-first electronics and IT products retailer, operating in Norway, Sweden and Denmark. Serving customers in the B2C, B2B and distribution markets, the Group is deeply focused on delivering best in class customer experience, built through decades of knowhow, expertise and deep customer commitment. Komplett Group operates an efficient and scalable business model that supports cost leadership and enables a competitive product offering.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) Article 7 and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Elise Heidenreich, Investor Relations adviser, at the date and time as set out above.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.