Xplora Technologies AS: Private placement successfully completed

Oslo, Norway, 10 February 2021: Reference is made to Xplora Technologies AS’ (“Xplora" or the "Company") stock exchange announcement published earlier today, on 10 February 2021, regarding a contemplated private placement (the “Private Placement”).
 
The Company is pleased to announce that the Private Placement has been successfully completed raising approximately NOK 153 million  in gross proceeds through the issuance of new shares in the Company, at a price of NOK 42 per share (the "Offer Shares"). The Private Placement took place through an accelerated book building process managed by SpareBank 1 Markets AS (the “Manager”) after close of markets on 10 February 2020. The Private Placement attracted strong interest from high quality investors and was multiple times oversubscribed.

The net proceeds from the Private Placement will be used to (i) accelerate the Company’s growth plan as outlined in the Company’s Admission Document published on 17 November 2020, (ii) fund the pursuit of strategic M&A opportunities and (iii) finance and ensure product developments and a strong balance sheet, as well as for general corporate purposes.

Passesta AS, the company of Xplora’s chairman, Tore Engebretsen, had pre-committed to subscribe for Offer Shares in the amount of NOK 15 million.

Allocation of the Offer Shares has been resolved by the Board of Directors following advice from the Manager and is expected to be communicated to investors on 11 February 2021, before the market opens.
Settlement of the Private Placement will be on a delivery versus payment basis, facilitated by existing and unencumbered shares in the Company being borrowed from Passesta AS pursuant to a share lending agreement. Accordingly, the shares delivered to the investors will be tradable from delivery. The Manager will settle the share loan to Passesta AS with the issuance of new shares in the Company, which was resolved issued by the Board of Directors in the board meeting held today on 10 February 2021.

The share capital increase pertaining to the Private Placement is expected to be delivered by the end of February 2021, following registration of the share capital increase with the Norwegian Register of Business Enterprises (Norwegian: Foretaksregisteret). Following registration of the share capital increase, the Company’s new share capital will be NOK 145,540.8 divided into 36,385,208 shares, each with a par value of NOK 0.004. Each share carries one vote.

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 requirements in the Norwegian Private Limited Companies Act and the rules on equal treatment under Euronext Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and Oslo Børs' Guidelines on the rule of equal treatment. The Board of Directors has concluded that the Private Placement is in compliance with these requirements and that deviating from the shareholders' pre-emptive right would be in the common interest of the Company and its shareholders.   
In its assessment, the Board of Directors has inter alia emphasized that: 
(i)	The subscription price of NOK 42 per share is close to the Company’s current market price per share and is further based on a book building process. 
(ii)	The costs for the Company in connection with the private placement are considered to be lower compared to other capital rising alternatives. 
(iii)	The private placement enables the Company to capitalise on current favourable market conditions and secure financing for beneficial purposes, which would not have been obtainable by structures with longer process time, such as a rights offering or by other forms of capital raisings. 
(iv)	The relatively small size of the private placement compared to the Company’s issued share capital implies correspondingly low dilution levels for existing shareholders.   

Notification of trade – primary insider:
The following primary insiders have been allocated Offer Shares in the Private Placement at the subscription price of NOK 42 per Offer Share:
-	Passesta AS, the company of Xplora’s Chairman, Tore Engebretsen, has subscribed for and has been allocated 357,142 Offer Shares in the Private Placement. Following the Private Placement, Passesta AS will own 5,333,342 shares in the Company, corresponding to approx. 14.69% of the share capital.
-	Kristin Hellebust, member of Xplora’s board of directors, has subscribed for and has been allocated 11,904 Offer Shares in the Private Placement. Following the Private Placement,  Kristin Hellebust will own 11,904 shares in the Company, corresponding to approx. 0.03% of the share capital.
Advisors
Kluge Advokatfirma AS is acting as legal advisor to the Company in connection with the Private Placement. 

For further information please contact: 
Sten Kirkbak, CEO +47 922 03 710 
Mikael Clement, CFO +47 990 08 000 
About Xplora Technologies AS: Xplora is a platform and services company and an industry leader in the market for children’s smartwatches. Xplora was founded to give children a safe onboarding to the digital life and a better balance between screen time and physical activity. Xplora’s vision is to enable children around the world to experience how their everyday activities can create value and make a positive change to the world. The company is headquartered in Norway with operations in leading European markets.

IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. 
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 announcement 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).
In the United Kingdom, this announcement is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
The Target Market Assessment set out in the Application Agreement is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Private Placement. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its respective 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 respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.