Onsdag 15 Januari | 08:16:12 Europe / Stockholm

Kalender

Tid*
2026-02-12 07:00 Bokslutskommuniké 2025
2025-11-06 07:30 Kvartalsrapport 2025-Q3
2025-08-21 07:30 Kvartalsrapport 2025-Q2
2025-05-15 07:30 Kvartalsrapport 2025-Q1
2025-04-30 N/A Årsstämma
2025-02-12 07:00 Bokslutskommuniké 2024
2024-11-07 - Kvartalsrapport 2024-Q3
2024-08-22 - Kvartalsrapport 2024-Q2
2024-05-15 - Kvartalsrapport 2024-Q1
2024-05-02 - X-dag ordinarie utdelning ELIMP 0.00 NOK
2024-04-30 - Årsstämma
2024-02-29 - Extra Bolagsstämma 2024
2024-02-14 - Bokslutskommuniké 2023
2023-11-01 - Kvartalsrapport 2023-Q3
2023-08-16 - Kvartalsrapport 2023-Q2
2023-06-22 - Extra Bolagsstämma 2023
2023-05-03 - Kvartalsrapport 2023-Q1
2023-05-03 - X-dag ordinarie utdelning ELIMP 0.50 NOK
2023-05-02 - Årsstämma
2023-02-15 - Bokslutskommuniké 2022
2022-11-03 - Kvartalsrapport 2022-Q3
2022-08-18 - Kvartalsrapport 2022-Q2
2022-05-04 - Kvartalsrapport 2022-Q1
2022-05-04 - X-dag ordinarie utdelning ELIMP 2.78 NOK
2022-05-03 - Årsstämma
2022-02-18 - Extra Bolagsstämma 2021
2022-02-10 - Bokslutskommuniké 2021
2021-06-11 - X-dag ordinarie utdelning ELIMP 2.41 NOK
2021-06-10 - Årsstämma

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorHandel & varor
IndustriDetaljhandel
Elektroimportøren är ett norskt bolag som erbjuder produkter inom bygg, hem och inredning. Produktutbudet är brett och inkluderar huvudsakligen elektroniska produkter, kablar, värmeelement, system och verktyg. Kunderna består av både privata aktörer samt företagskunder, där handeln huvudsakligen utgår ifrån bolagets E-handelsplattform. Huvudkontoret ligger i Oslo.
2024-02-14 16:31:00
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 February 2024: Elektroimportøren AS ("Elektroimportøren" or the
"Company") hereby announces (i) agreement to refinance its bank debt into new
3-year bank facilities and (ii) a private placement of new shares in the Company
(the "Offer Shares") to raise gross proceeds of NOK 150 million (the "Private
Placement").

New 3-year bank facilities

The Company has agreed with DNB Bank ASA to refinance its existing bank
facilities into (i) a new NOK 220 million term loan and (ii) a new NOK 120
million overdraft facility.

The facilities will have no NIBD/EBITDA (based on NGAAP) covenant in Q1 2024, Q2
2024 and Q3 2024, and will have a NIBD/EBITDA covenant of 4.0x in Q4 2024. In
2025, the NIBD/EBITDA covenant is 4.0x in Q1, 4.0x in Q2, 3.75x in Q3 and 3.5x
in Q4. From 2026, the NIBD/EBITDA covenant is 3.5x in Q1 - Q3 and 3.0 in Q4. In
addition, the facilities will have a liquidity covenant of minimum NOK 40
million on the basis of cash or undrawn amount under the overdraft facility.

The margin on the term loan above 3-months NIBOR is based on the leverage
measured on NGAAP basis. For leverage below 1.5x NIBD/EBITDA the margin is
1.75%, between 1.5x and 2.0x NIBD/EBITDA the margin is 2.25%, between 2.0x and
2.5x NIBD/EBITDA the margin is 2.75%, between 2.5x - 3.0x NIBD/EBITDA the margin
is 3.25%, between 3.0x - 3.5x NIBD/EBITDA the margin is 4.0% and above 3.5x
NIBD/EBITDA the margin is 4.25%.

The Company will repay NOK 75 million under the current facilities with proceeds
from the Private Placement. There will be no further amortization in 2024. NOK
40 million in yearly amortization will be reinstated from December 2025.

The new bank facilities are credit approved, but subject to final documentation.

Private Placement

The Company has appointed DNB Markets, a part of DNB Bank ASA and SpareBank 1
Markets as joint bookrunners (collectively, the "Managers") for the Private
Placement.

The subscription price per Offer Share (the "Offer Price") will be set through
an accelerated bookbuilding process 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 Managers, on the basis of an accelerated book building
process to be conducted by the Managers.

The net proceeds from the Private Placement will be used to (i) repay NOK 75
million of debt in connection with the refinancing, (ii) continuing the
financing of the ongoing growth initiatives and (iii) general corporate
purposes.

DNB Markets is a part of DNB Bank ASA. DNB Bank ASA is a lender under the debt
facility contemplated to be refinanced in connection with the Private Placement.

Aeternum Capital AS, a company closely associated with primary insiders Vegard
Søraunet, chairman of the Board, and Gaute Gillebo, member of the Board, has
pre-committed to subscribe for a number of Offer Shares at the final Offer Price
such that its post Private Placement direct shareholding in the Company becomes
10.1%. Niss Invest AS, a company owned by the Company's CEO Andreas Niss, has
pre-committed to subscribe for Offer Shares at the final Offer Price for NOK
400,000. The Company's CFO Jørgen Wist has pre-committed to subscribe for Offer
Shares at the final Offer Price for NOK 200,000.

ACapital ELIMP HoldCo AS, holding approximately 24.53% of the shares in the
Company, and Stenshagen Invest AS, holding approximately 5.62% of the shares in
the Company, have indicated their intention to subscribe for Offer Shares equal
to their pro-rata shareholding. ACapital ELIMP HoldCo AS is currently owned
approximately 80% by WQZ Investment Group Ltd and approximately 20% by Aeternum
Capital AS. Vegard Søraunet, Chairman of the Board of Directors of the Company,
is a partner and founder of Aeternum Capital AS. Stenshagen Invest AS is
represented on the Board of Directors through Kjetil Andreas Garstad.

In addition, Kjetil Andreas Garstad, who is a board member in the Company and
closely related to Stenshagen Invest AS, intends to subscribe for NOK 2 million.

In addition, other existing shareholders have indicated that they will subscribe
for at least their pro rata.

Consequently, the Private Placement will be covered on the basis of the
pre-commitments and indications.

The bookbuilding period in the Private Placement will commence today, Wednesday
14 February 2024, at 16:30 hours CET and close on 15 February 2023 at 08:00
hours CET (the "Bookbuilding Period"). The Company may, however, after
consultation with the Managers, 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 Managers, following the expiry of the
Bookbuilding Period, however subject to approval by the EGM (as defined below).
The Board will focus on criteria such as (but not limited to) current ownership
in the Company, pre-commitments and indications, 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, by delivery of Offer Shares to investors,
is subject to the following conditions (together, the "Conditions") being
satisfied: (i) all necessary corporate resolutions being validly made by the
Company, including (without limitation) the board of directors of the Company
(the "Board") resolving to proceed with the Private Placement and an
extraordinary general meeting in the Company, scheduled to be held on or about
29 February 2024 (X) (the "EGM"), resolving to issue and allocate the Offer
Shares, (ii) the Pre-Funding Agreement entered into between the Company and the
Managers remaining in full force and effect, (iii) the share capital increase
pertaining to the issuance of the Offer Shares being validly registered with the
Norwegian Register of Business Enterprises (the "NRBE"), and (iv) the Offer
Shares being validly issued and registered in the VPS. Existing shareholders
being allocated shares in the Private Placement undertake to vote in favor of
the Private Placement at the EGM.

Settlement of the Private Placement will take place on delivery versus payment
(DVP) after the Conditions have been met. In order to facilitate for DVP, the
Company and the Managers have entered into a pre-funding agreement (the
"Pre-Funding Agreement"). The Offer Shares delivered to the subscribers will be
tradable after the share capital increase relating to the Offer Shares has been
registered by the NRBE, which is expected on or about 1 March 2024. The
settlement date is expected to be on or about 4 March 2024 subject to timely
registration of the shares by the NBRE.

The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to notification of
conditional allocation. The Applicants also acknowledge that the Private
Placement will be cancelled if the Conditions are not fulfilled. Neither the
Company nor the Managers, or any of their directors, officers, employees,
representatives or advisors, will be liable for any losses if the Private
Placement is cancelled and/or modified, irrespective of the reason for such
cancellation or modification.

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 refinancing process with its lending bank. Certainty of at least NOK
150 million in new equity is a condition under the refinancing agreement with
the lending banks. With regards to timing of the transaction the Company finds
it beneficial to complete the transaction as soon as possible avoiding a
potential covenant breach in Q1 2024 and market risk.

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
February 2024 (as registered in VPS as of the end 16 February 2024) (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 February 2024 at 16:31 CET.

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 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")