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Komplett ASA: Mandatory notification of trade by close associates of primary insiders, disclosure of large shareholding and share lending

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Oslo, 16 November 2022: Reference is made to the announcement by Komplett ASA (the "Company") on 15 November 2022 regarding completion of the private placement of 67,800,000 new shares in the Company at a subscription price of NOK 14.75 per share to raise gross proceeds of approximately NOK 1,000 million (the "Private Placement").

ABG Sundal Collier ASA, Carnegie AS, Skandinaviska Enskilda Banken AB (publ), Oslo branch ("SEB") and Nordea Bank Abp, filial i Oslo (collectively the "Managers") have been engaged as joint global coordinators and joint bookrunners in the Private Placement, and SEB is acting as settlement manager in the Private Placement on behalf of the Managers.

The Company's two largest shareholders, Canica Invest AS ("Canica") and SIBA Invest AS ("SIBA Invest") have been allocated shares in the Private Placement as set out below, and Canica will lend shares to SEB, on behalf of the Managers, to facilitate delivery-versus-payment settlement to investors in the Private Placement other than Canica and SIBA Invest as set out below.

Canica has a pre-Private Placement shareholding in the Company of 43,325,517 (representing approximately 40,3% of the issued share capital and votes). Following completion of the Private Placement, and in connection with the share lending, Canica will have the shareholding set out below:

  • Canica has been allocated in total 31,050,800 new shares in the Private Placement. Canica has in this respect formally subscribed for 11,083,522 new shares which will be issued in accordance with the board of directors' resolution to increase the share capital of the Company. Following such issuance, Canica will have a shareholding in the Company of 54,409,039 shares (representing approximately 40.30% of the issued share capital and votes in the Company after registration of the share capital increase with the Norwegian Register of Business Enterprises).
  • The remaining 19,967,278 new shares allocated to Canica in the Private Placement will be formally subscribed for by Canica following the extraordinary general meeting to be held on or about 8 December 2022 (the "EGM"), subject to the EGM resolving to issue the new shares in the Private Placement. Following such issuance Canica will have a shareholding in the Company of 74,376,317 shares (representing approximately 42.43% of the issued share capital and votes in the Company after registration of the share capital increase with the Norwegian Register of Business Enterprises).
  • To facilitate a delivery-versus-payment settlement in the Private Placement with existing unencumbered shares already listed on the Oslo Stock Exchange to investors other than Canica and SIBA Invest, Canica has agreed to lend 16,410,220 existing shares in the Company to SEB (as settlement manager on behalf of the Managers). The number of shares borrowed from Canica represents approximately 15.27% of the current issued share capital and votes in the Company.
  • The share loan will be settled by redelivery from the SEB of newly issued shares in the Company pursuant to the above mentioned board of directors' resolution to issue new shares in the Private Placement, of which 16,410,220 new shares have been subscribed for by SEB for purposes of redelivering the 16,410,220 borrowed shares from Canica. 26,915,297 shares and votes are held by Canica in the period the 16,410,220 shares are borrowed by SEB, on behalf of the Managers, which represent approximately 25.04% of the current issued shares and votes in the Company.

Chair of the board of directors of the Company, Jo Lunder, is also a board member of Canica's parent company Canica AS. Canica's acquisition of shares in the Private Placement and share lending are therefore disclosed pursuant to the Market Abuse Regulation Article 19. Further details are available in the attached forms. This disclosure also is made pursuant to section 4-2 (3) of the Norwegian Securities Trading Act.

SIBA Invest has a pre-Private Placement shareholding in the Company of 35,244,424 shares (representing approximately 32.78% of the issued share capital). Following completion of the Private Placement SIBA Invest will have the shareholding set out below:

  • SIBA Invest has been allocated in total 20,338,980 new shares in the Private Placement. SIBA Invest has in this respect subscribed for 6,258 new shares which will be issued in accordance with the board of directors' resolution to increase the share capital of the Company. Following such issuance, SIBA Invest will have a shareholding in the Company of 35,250,682 shares (representing approximately 26.11% of the issued share capital and votes in the Company after registration of the share capital increase with the Norwegian Register of Business Enterprises).
  • The remaining 20,332,722 new shares allocated to SIBA Invest in the Private Placement will be formally subscribed for by SIBA Invest following the EGM, subject to the EGM resolving to issue the new shares in the Private Placement. Following such issuance, SIBA Invest will have a shareholding in the Company of 55,577,146 shares (representing approximately 31.7% of the issued share capital and votes in the Company after registration of the share capital increase with the Norwegian Register of Business Enterprises).

SIBA Invest is a close associate of the primary insider and board member, Fabian Bengtsson. Its acquisition of shares in the Private Placement is a notifiable transaction pursuant to the Market Abuse Regulation Article 19. Further details are available in the attached forms.

For further inquiries, please contact:

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

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

The disclosures set out in this announcement are subject to the disclosure requirement pursuant to section 5-12 of the Norwegian Securities Trading Act.