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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 23:00:00
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.

Reference is made to the stock exchange announcement published by Morrow Bank
ASA (the "Company") earlier today regarding the launch of a 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").

Following close of the bookbuilding period, the Company is pleased to announce
that the Private Placement has been successfully completed, and that its Board
of Directors has allocated 22,222,222 offer shares (the "Offer Shares") at a
subscription price of NOK 4.50 (the "Offer Price"), raising approx. NOK 100
million in gross proceeds. The Private Placement attracted strong interest and
was substantially oversubscribed.

Pareto Securities AS (the "Manager") acted as manager in connection with the
Private Placement.

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 continued profitable growth.

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") that has been
entered into between the Company, Kistefos AS and the Manager. The Offer Shares
are thus tradable from notification of allocation, expected from and including
15 June 2023.

Notification of allocation, including settlement instructions, are expected to
be distributed by the Manager on or about 15 June 2023.

The Private Placement is split in two tranches, where tranche 1 consist of
21,822,222 Offer Shares and tranche 2 consist of the remaining 400,000 Offer
Shares. The Offer Shares in tranche 2 will be issued on a separate ISIN and will
be unlisted pending approval and publication of a listing prospectus in
accordance with the requirements in the Norwegian Securities Trading Act
implementing Regulation (EU) 2017/1129 on prospectuses for securities. Kistefos
AS has agreed to be allocated all shares in tranche 2. All other investors have
thus been allocated shares in tranche 1 and they will thus be unaffected by the
implications of the split of the Private Placement.

The following persons discharging managerial responsibilities ("PDMRs") have
been allocated the following number of Offer Shares in the Private Placement
(partially through close associates):
- Kistefos AS, a close associate of the Company's board member Nicolai Lunde,
was allocated a total of 4,644,444 shares
- Stig Eide Sivertsen, Chairman of the Board, was allocated a total of 100,000
shares
- Bodil Palma Hollingsæter, board member, was allocated a total of 100,000
shares
- Nicolai Lunde, board member, was allocated a total of 75,000 shares
- Thomas Bjørnstad, board member, was allocated a total of 30,000 shares
- Per Olav Mikaelsen, board member, was allocated a total of 10,000 shares
- Øyvind Oanes, Chief Executive Officer, was allocated a total of 100,000 shares
- Eirik Holtedahl, Chief Financial Officer, was allocated a total of 800,000
shares
- Wilhelm Thomassen, Chief Operating Officer, was allocated a total of 50,000
shares
- Martin Valland, Chief Technology Officer, was allocated a total of 100,000
shares
- Enok Hanssen, Chief Commercial Officer, was allocated a total of 20,000 shares
- Henning Fagerbakke, Head of Finance, was allocated a total of 100,000 shares

A Stock exchange release on transactions carried out by PDMR's and close
associates in accordance with the market abuse regulation will be published
separately.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board of Directors 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 of Directors is of the view that it is 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 has been able 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 believes its was 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.

In order to limit the dilutive effect for existing shareholders, the Company
intends to carry out a subsequent offering of up to 6,800,000 new shares in the
Company at the same subscription price as in the Private Placement (the
"Subsequent Offering"), to be directed towards existing shareholders in the
Company as of 14 June 2023 (as registered in the VPS two trading days
thereafter), who (i) were not included in the pre-sounding phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or, would (in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action. Whether or not the Subsequent Offering will
ultimately take place, will depend inter alia on the development of the price of
the shares in the Company after completion of the Private Placement.

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 23:00 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.