Komplett ASA: Private Placement Successfully Placed

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: Reference is made to the stock exchange notice published by Komplett ASA (the "Company") on 15 November 2022 (the "Announcement") regarding the contemplated private placement of new shares in the Company to raise gross proceeds of NOK 1,000 million (the "Private Placement"). The Company hereby announces that it has allocated 67,800,000 new shares (the "Offer Shares") in the Private Placement at a subscription price of NOK 14.75 per share (the "Offer Price"), raising gross proceeds of NOK 1,000,050,000.

ABG Sundal Collier ASA ("ABGSC"), Carnegie AS ("Carnegie") and Nordea Bank Abp, filial i Norge ("Nordea") and Skandinaviska Enskilda Banken AB (publ), Oslo branch ("SEB") acted as Joint Bookrunners (the “Managers”) in connection with the Private Placement.

The Company will use the net proceeds from the Private Placement and funds to be made available under the New Facilities (as defined in the Announcement) to repay the NOK 1,500 million bridge loan which was obtained in connection with the Company's combination with NetOnNet AB.

Settlement of the Private Placement is divided into two tranches, whereas Tranche 1 of the Private Placement consists of 27,500,000 Offer Shares and Tranche 2 of the Private Placement consist of 40,300,000 Offer Shares.

16,410,220 Offer Shares, all to be settled in Tranche 1, have been allocated to other investors than Canica Invest AS ("Canica Invest") and SIBA Invest Aktiebolag ("SIBA Invest"), with settlement 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 a share lending agreement entered into between the Company, Canica Invest, SIBA Invest and the Managers (the "Share Lending Agreement").

The remaining 51,389,780 Offer Shares have been allocated with 31,050,800 to Canica Invest and 20,338,980 to SIBA Invest with settlement to take place in Tranche 1 and Tranche 2 according to the below.

The board of directors of the Company (the "Board") has based on an authorisation to increase the share capital of the Company granted by the extraordinary general meeting of the Company on 16 March 2022 resolved to issue 27,500,000 new shares (the "Board Authorised New Shares") for settlement in Tranche 1. 11,083,522 of the Board Authorised New Shares will be subscribed and paid for by Canica Invest and 6,258 by SIBA Invest to settle the Offer Shares allocated to them in Tranche 1. The remaining 16,410,220 Board Authorised New Shares will be subscribed for by the Managers and, once issued, delivered to Canica Invest as settlement of shares borrowed from Canica Invest under the Share Lending Agreement.

To (i) settle the 19,967,278 and 20,332,722 Offer Shares allocated to Canica Invest and SIBA Invest, respectively, in Tranche 2 of the Private Placement, the Board has resolved to call for an extraordinary general meeting of the Company (the "EGM") to be held on or about 8 December 2022. The notice to the EGM will be published in a separate stock exchange announcement. 

Should the EGM fail to resolve the issuance of the 40,300,000 new shares (the "EGM New Shares"), the Company will be unable to settle Tranche 2 of the Private Placement and will consequently not fulfill the condition precedent for the New Facilities.  

Primary insiders subscribed for and were allocated 452,211 Offer Shares in the Private Placement. Detailed information on the trades will be disclosed separately.

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. Canica Invest and SIBA Invest have undertaken to vote in favour of Tranche 2 at the EGM and investors that are allocated shares in the Private Placement have in the application agreement undertaken to vote in favour of Tranche 2 at the EGM for all their shares in the Company.

Following registration of the new share capital pertaining to issuance of the Board Authorised New Shares, the Company will have a share capital of NOK 53,999,031.60 divided into 134,997,579 shares, each with a nominal value of NOK 0.40. Following approval and registration of the EGM Shares, the Company will have a share capital of NOK 70,119,031.60 divided into 175,297,579 shares, each with a nominal value of NOK 0.40.

The Board has considered the offering of new shares in Company through 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 is in compliance with these requirements and guidelines. The share issuance will be carried out as a directed share issue to complete a transaction in an efficient manner, which also facilitates an efficient handling of the refinancing plan for the Company's debt. On this basis, and based on an assessment of the current equity markets, the Company's Board has considered the Private Placement to be in the common interest of the Company and its shareholders.

The Company has, subject to completion of the Private Placement, and certain other conditions, resolved to carry out a subsequent offering of up to 3,390,000 new shares at the Offer Price (the "Subsequent Offering") which, subject to applicable securities law, which will be directed towards existing eligible shareholders in the Company as of 15 November 2022 (as registered in the CSD two trading days thereafter) (the "Record Date") 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 "Eligible Shareholders"). The Subsequent Offering will be subject to approval by the an extraordinary general meeting of shareholders, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as at the Record Date. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including the EGM, (iii) the trading price of the Company's shares exceeding the Subscription Price and (iv) the publication of a prospectus (the "Prospectus") by the Company that is approved by the Financial Supervisory Authority of Norway (the "NFSA"). The subscription period for any Subsequent Offering (if made) is expected to commence early Q1 2023, subject to e.g. approval and publication of the Prospectus.

Board Authorised New Shares representing 20% of the current share capital (21,499,515 Board Authorised New Shares) will be issued on the listed ISIN and tradeable on the Oslo Stock Exchange from issuance. The remaining Board Authorised New Shares and the EGM New Shares will be issued on a temporary ISIN, and will subsequently be transferred to the listed ISIN and tradeable on the Oslo Stock Exchange following publication of a listing prospectus. The Company will thus prepare a prospectus in order to list the mentioned shares, as well as to offer new shares and list new shares in the potential Subsequent Offering. Publication of the prospectus is subject to approval by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet). The prospectus to be prepared by the Company is expected to be approved and published early January 2023.

Advokatfirmaet Thommessen AS is acting as the Company's legal advisor in connection with the Private Placement.

For more information, please contact:

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

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

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.