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.
Reference is made to the stock exchange announcement published on 14 February
2024 regarding the successful private placement of 20,000,000 new shares (the
"Private Placement") in Elektroimportøren AS ("Elektroimportøren" or the
"Company"), where it was announced that the Company will carry out a repair
issue of up to 4,000,000 new shares with non-tradable subscription rights
directed to eligible shareholders (the "Repair Issue").
The Repair Issue will be directed towards existing shareholders in the Company
as of 14 February 2024 (as registered in the VPS on 16 February 2024), who (i)
were not allocated new 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"). The Eligible Shareholders are
expected to be granted non-tradable allocation rights. Oversubscription will be
allowed, but not subscription without subscription rights.
Key information
Date on which the terms and conditions of the Repair Issue were announced: 14
February 2024
Last day of trading including right to receive subscription rights:  14 February
2024
First day of trading exclusive right to receive subscription rights (Ex-date):
15 February 2024
Record Date: 16 February 2024
Date of approval: To be determined
Maximum number of new shares: 4,000,000
Subscription price: NOK 7.50 per share
Will the subscription rights be listed: No
The Repair Issue is subject to (i) completion of the Private Placement, (ii)
relevant corporate resolutions, including approval by the board of directors of
the Company on the basis of a board authorization granted by the EGM and (iii)
the publication of a national prospectus by the Company. The subscription period
in the Repair Issue is expected to commence ultimo March 2024.
The Company's Board of Directors may in its sole discretion decide not to carry
out the Repair Issue, e.g. if the prevailing market price of the Company's share
is lower than NOK 7.50 per share, allowing the shareholders to reduce the
dilutive effect of the Private Placement by acquiring shares in the open market
at similar or lower price.
For more information, please contact:
Andreas Niss
CEO Elektroimportøren AS
+47 934 67 067
This information is published in accordance with the requirements of the
Continuing Obligations.
DISCLOSURE REGULATION
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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 Managers nor 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, 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
Managers 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")