Share Issue/Capital Change • Jul 20, 2021
Share Issue/Capital Change
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Komplett ASA - End of stabilisation period
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL
Oslo, 20 July 2021: Reference is made to the stock exchange notice issued on 21
June 2021 regarding potential stabilisation activities in respect of the shares
in Komplett ASA ("Komplett" or the "Company"; trading symbol: KOMPL, ISIN: NO
0011016040) in connection with the successful completion of the initial public
offering of shares in the Company (the "Offering").
ABG Sundal Collier ASA, acting as stabilisation manager (the "Stabilisation
Manager") in connection with the Offering on behalf the Managers (as defined
below), hereby gives notice that stabilisation was undertaken in relation to the
shares in Komplett with a total of 3,500,000 shares purchased as part of the
stabilisation. The shares were purchased at an average price of NOK 58.77 and
stabilisation activities last occurred on 20 July 2021. For each of the dates of
which stabilisation transactions were carried out, the quantity, price
(highest), price (lowest) and weighted average price is found in the attached
stabilisation notice.
As a consequence of the stabilisation activities taken, the Stabilisation
Manager hereby gives notice that it will not exercise the greenshoe option and
shall re-deliver the 3,500,000 shares purchased through the stabilisation
transactions to Canica Invest AS, in accordance with the terms of the share
lending agreement between the parties.
ABG Sundal Collier ASA and Skandinaviska Enskilda Banken AB (publ), Oslo branch
(collectively, the "Joint Global Coordinators"), are acting as joint global
coordinators and joint bookrunners. DNB Markets, part of DNB Bank ASA, and
Pareto Securities AS are acting as joint bookrunners together with the Joint
Global Coordinators (collectively, the "Managers").
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company and the
Canica Invest AS (being the selling shareholder in the Offering). Advokatfirmaet
Schjødt AS is acting as legal advisor to the Managers.
For further information, please contact:
ABG Sundal Collier ASA
Magnus Kvinge
Tel: +47 22 01 60 00
IMPORTANT INFORMATION:
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Komplett in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States. 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). In the United Kingdom, this communication 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"). These materials are 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 communication must
satisfy themselves that it is lawful to do so. This statement contains certain
forward-looking statements (as such defined in Section 21E of the U.S.
Securities Exchange Act of 1934, as amended) concerning future events, including
possible issuance of equity securities of the Company. 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, , include, but are not limited to, the possibility that we will
determine not to, or be unable to, issue any equity securities, and 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 Managers are 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. None of the Managers, the shareholders or any of
their 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. 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. None of the Managers, the
shareholders or any of their respective affiliates accepts any liability arising
from the use of this announcement. Each of the Company, the shareholders, the
Managers 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 Offering may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Offering will proceed and
that the Listing will occur. Certain figures contained in this document,
including financial information, may have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of the numbers
contained in this document may not conform exactly with the total figure given.
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. Specifically, 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
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Hong Kong Japan 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 comes 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
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