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Kurs & Likviditet

Kursutveckling och likviditet under dagen för detta pressmeddelande

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Beskrivning

LandNorge
ListaOB Match
SektorFinans
IndustriNischbank
Morrow Bank är en norsk finansiell aktör som tillhandahåller fritids- och konsumentfinansiering. Visionen är att vara en flexibel aktör där lånefinansiering kan erhållas utan krav på större säkerhetsinsättning. Utöver finansiering erbjuds även diverse fakturahantering. En stor del av bolagets tjänster nås via bolagets hemsida. Banken grundades under 2014 och har sitt huvudkontor i Lysaker, Norge.
2023-06-14 16:30:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

Morrow Bank ASA (the "Company") hereby announces a contemplated private
placement of new shares in the Company (the "Offer Shares") in order to raise
gross proceeds of up to NOK 100 million (the "Private Placement"). The Company
has engaged Pareto Securities AS as manager (the "Manager") to advise on and
effect the contemplated Private Placement.

The price per Offer Share (the "Subscription Price") and the final number of
shares to be issued in the Private Placement will be determined by the board of
directors of the Company (the "Board") on the basis of an accelerated
book-building process to be conducted by the Manager.

The net proceeds to the Company from the Private Placement will be used to
strengthen the Company's Common Equity Tier 1 (CET1) capital, which will enable
the Company to pursue profitable growth.

Kistefos AS and Kistefos Investment AS, collectively holding approx. 24.2% of
the Company's shares outstanding, have pre-committed to subscribe for, and will
be allocated, their pro-rata share of the Private Placement. In addition,
certain members of the Company's executive management and Board as well as
certain employees in the Company have collectively pre-committed to subscribe
for, and will be allocated, approx. NOK 7 million in the Private Placement.

The Manager has agreed to waive the lock-up entered into by the Company on 16
February 2023. The Company and members of the Company's executive management and
Board have all agreed to a 6-month lock-up, subject to customary exemptions.

The bookbuilding period for the Private Placement will start today, 14 June 2023
at 16:30 (CEST) and close on 15 June 2023 at 08:00 (CEST). The Company and the
Manager may, however, 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. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including Regulation
(EU) 2017/1129) are available, including to employees and directors of the
Company. 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.

Settlement of the Offer Shares is expected to take place on or about 19 June
2023 on a delivery-versus-payment (DVP) basis by delivery of existing and
unencumbered shares in the Company that are already listed on Oslo Børs pursuant
to a share lending agreement (the "Share Lending Agreement") expected to be
entered into between the Company, Kistefos AS and the Manager. The Offer Shares
will thus be tradable from allocation, expected from and including 15 June 2023.

The Private Placement may be split in two tranches if the number of Offer Shares
results in the Company being required to publish a listing prospectus in
accordance with the requirements in the Norwegian Securities Trading Act
implementing Regulation (EU) 2017/1129 on prospectuses for securities. If the
Private Placement is split in two tranches, tranche 1 will consist of the number
of Offer Shares that can be issued and listed without the publication of a
listing prospectus, while tranche 2 will consist of the remaining Offer Shares,
which will be issued on a separate ISIN and will be unlisted pending approval
and publication of a listing prospectus. Kistefos AS has agreed to be allocated
all shares in tranche 2. All other investors will thus be allocated shares in
tranche 1 and they will thus be unaffected by the implications of the potential
split of the Private Placement.

Completion of the Private Placement is subject to (i) the Company resolving the
necessary corporate resolutions, including the Board resolving to consummate the
Private Placement and allocate the Offer Shares as well as resolving the share
capital increase pertaining to the Offer Shares pursuant to the authorisation
granted by the annual general meeting held on 13 April 2023, and (ii) the Share
Lending Agreement remaining unmodified and in full force and effect.

The Company reserves the right to, at any time and for any reason prior to
notification of allocation, 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.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies admitted to trading on Euronext
Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment,
and deems that the proposed Private Placement is in compliance with these
obligations. The Board is of the view that it will be in the common interest of
the Company and its shareholders to raise equity through a private placement.
[By structuring the equity raise as a private placement, the Company is expected
to raise equity efficiently, with a lower discount to the current trading price,
at a lower cost and with a significantly reduced completion risk compared to a
rights issue. The Company has considered a rights issue instead of a private
placement. The Company is of the opinion that a rights issue would have to be on
a fairly significant discount, and guaranteed by a consortium of underwriters
which would also be an added cost for the Company. In summary, the Company
expects to be in a position to complete the share issue in today's market
conditions in an efficient manner, at a higher subscription price and at
significantly lower cost and with a lower completion risk than would have been
the case for a rights issue.

The Company may, subject to completion of the Private Placement and certain
other conditions, consider a subsequent repair offering of new shares at the
same subscription price as the Private Placement and otherwise in line with
market practice.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Company in
connection with the Private Placement.

For further information, contact ir@morrowbank.com:
Øyvind Oanes, CEO Morrow Bank ASA
+47 989 06 060
Eirik Holtedahl, CFO Morrow Bank ASA
+47 969 12 291

About:

Morrow Bank ASA (former name Komplett Bank ASA) is a focused Nordic digital
niche bank offering personal loans, credit cards and deposit accounts to
consumers. The target group is creditworthy customers with stable personal
finances and no payment remarks. Credit risk is managed largely by automated
processes for credit assessment and underwriting. The Bank has a diversified and
balanced distribution model utilizing both public and proprietary channels.
Operational efficiency and low cost is a foundation for Morrow Bank and is
enabled by centralized operations, modern systems and digital set-up.

To learn more, visit ir.morrowbank.com.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Henning Fagerbakke, Head of Finance, on 14 June
2023 at 16:30 CEST on behalf of the Company.

Important notice:

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (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 (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 for
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.

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", "expect", "anticipate",
"strategy", "intends", "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 believe 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 their 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. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.