NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (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.
Oslo, 14 June 2023: Elektroimportøren AS ("Elektroimportøren" or the "Company")
hereby announces a contemplated private placement of new shares in the Company
(the "Offer Shares") to raise gross proceeds of up to NOK  120 million (the
"Private Placement"). The subscription price per Offer Share (the "Offer Price")
and the final number of Offer Shares to be issued will be determined by the
Company's board of directors (the "Board"), in consultation with the Manager, on
the basis of an accelerated book building process to be conducted by the Manager
(the "Offer Price"). 
The Company has appointed DNB Markets, a part of DNB Bank ASA as sole manager
for the Private Placement (the "Manager").
The net proceeds from the Private Placement will be used to (i) strengthen the
balance sheet and (ii) secure financing for ongoing growth initiatives primarily
focusing on marketing and sales of the SpotOn service, solar products,
establishment of new stores and growth in the Swedish market.
Aeternum Capital AS, the Company's largest shareholder holding 16.5% of the
outstanding shares of the Company has pre-committed to subscribe for NOK 50
million in the Private Placement at a price of NOK 25 per share. In addition,
members of the Company's management have pre-committed to subscribe for an
aggregate amount of NOK 2 million. In addition, the Manager has received
indications from other investors that they will subscribe for a significant
amount.
The bookbuilding application period in the Private Placement will commence
today, 14 June 2023, at 16:30 hours CEST and close on 15 June 2023 at 08:00
hours CEST (the "Bookbuilding Period"). The Company may, however, after
consultation with the Manager, at any time resolve to extend or shorten the
Bookbuilding Period on short or no notice. If the Bookbuilding Period is
extended or shortened, any other dates referred to herein may be amended
accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000, provided that the
Company may, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including the Norwegian Securities Trading Act, the
Prospectus Regulation, and ancillary regulations, are available.
Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Manager, following the expiry of the
Bookbuilding Period, however subject to approval by an EGM. The Board will focus
on criteria such as (but not limited to) current ownership in the Company,
pre-commitments, price leadership, timeliness of the application, relative order
size, sector knowledge, perceived investor quality and investment horizon. The
Board may, at its sole discretion, reject and/or reduce any applications. There
is no guarantee that any applicant will be allocated Offer Shares.
Completion of the Private Placement is subject to all necessary corporate
resolutions being validly made by the Company, including (i) the Board resolving
to complete the Private Placement and allocate the Offer Shares, at its sole
discretion and (ii) the EGM of the Company resolving the share capital increases
pertaining to the issuance of the Offer Shares. Existing shareholders being
allocated shares in the Private Placement undertake to vote in favour of the
Private Placement at the EGM. 
Settlement of the Private Placement is expected to take place on a delivery
versus payment (DVP) basis following the EGM. In order to facilitate for DVP,
the Company and the Manager has entered into a pre-funding agreement. The Offer
Shares delivered to the subscribers will thus be tradable from notification of
unconditional allocation, which is expected on or about 23 June 2023 (T),
following and subject to approval of the Private Placement by the EGM and
registration of the capital increase with the Norwegian Register of Business
Enterprises. The settlement date is expected to be on or about 27 June 2023 (DVP
T+2).
The Company reserves the right to, at any time and for any reason, to cancel the
Private Placement and/or to modify the terms of the Private Placement. Neither
the Company nor the Manager will be liable for any losses incurred by applicants
if the Private Placement is cancelled, irrespective of the reason for such
cancellation.
Subject to completion of the Private Placement, the Company has agreed to a
12-month lock-up, subject to customary exemptions. 
The Board of Directors has considered the structure of the contemplated offering
of new shares in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the rules of equal treatment set out in the
continuing obligations for companies admitted to trading on Euronext Growth and
the guidelines on the rules of equal treatment, and is of the opinion that the
proposed Private Placement is in compliance with these requirements. 
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 waiver process with its lending bank. Certainty of at least
NOK 100 million in new equity is a condition under the waiver agreement with the
lending banks. With regards to timing of the transaction the Company finds it
beneficial to complete the transaction prior to summer facilitating the waiver
from DNB Bank ASA avoiding covenant breach in Q2 2023 and market risk. The
subscription price will be set on the basis of a publicly announced bookbuilding
process and thus reflecting market pricing of the shares.
Further, the Subsequent Offering (as defined below), if implemented, will secure
that Eligible Shareholders (as defined below) will receive the opportunity to
subscribe for new shares at the Offer Price.
The Company may, subject to completion of the Private Placement, and certain
other conditions, resolve to carry out a subsequent offering of new shares at
the Offer Price (the "Subsequent Offering") which, subject to applicable
securities laws, will be directed towards eligible shareholders in the Company
as of end of trading on 14 June 2023 (as registered in VPS as of the end 16 June
2023) (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, for jurisdictions other than Norway, would require any
prospectus, filing, registration or similar actions (the "Eligible
Shareholders"). A Subsequent Offering will be subject to approval by 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. Launch of a Subsequent Offering will be
subject to (i) completion of the Private Placement, (ii) relevant corporate
resolutions, including approval by the board of directors of the Company and the
EGM and (iii) the publication of a national prospectus by the Company.
DLA Piper is acting as legal advisor to the Company in connection with the
Private Placement. 
For more information, please contact:
Andreas Niss
CEO Elektroimportøren AS
+47 934 67 067
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Jørgen Wist, Chief
Financial Officer at Elektroimportøren AS on 14 June 2023 at 16:30 CEST. 
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. Neither the Manager nor any of its 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, Australia, Canada, Japan, The
Hong Kong Special Administrative Region of the People's Republic of China, 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 of 1933, as amended (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
Manager and their 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.
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II")