Elektroimportøren AS — Share Issue/Capital Change 2020

Dec 9, 2020

Elektroimportøren – Announcement of the terms for the offering of shares and subsequent admission to trading on Euronext Growth Oslo

Elektroimportøren – Announcement of the terms for the offering of shares and subsequent admission to trading on Euronext Growth Oslo

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Elektroimportøren – Announcement of the terms for the offering of shares and subsequent admission to trading on Euronext Growth Oslo

Oslo, 9 December 2020: Elektroimportøren today announces the terms of its offering of shares (the “Offering”) and subsequent listing on Euronext Growth Oslo.

Reference is made to the announcement by Elektroimportøren Invest AS ("Elektroimportøren" or the "Company") (to be renamed Elektroimportøren AS) dated 7 December 2020 regarding the intention to launch an offering of shares in the Company and to list the Company’s shares on Euronext Growth Oslo (the “Listing”).

Elektroimportøren has resolved to launch the Offering, and subject to approval of the listing application and a successful completion of the Offering, the first day of trading of the shares on Euronext Growth Oslo is expected to occur on or about 16 December 2020 under the ticker symbol “ELIMP”.

The Offering

The Offer Shares (as defined below) will be offered at a fixed price of NOK 48.25 per Offer Share (the "Offer Price"), corresponding to an equity value of the Company of NOK 1,000 million.

The Offering will consist of a sale of existing shares equivalent to up to approximately NOK 650 million (the “Sale Shares”). There will also be an over-allotment option (the "Over-Allotment Option") of additional existing shares equivalent to up to approximately NOK 60 million (the "Additional Shares" and, together with the Sale Shares, the "Offer Shares").

The Offer Shares will be offered by Herkules Private Equity IV (Jersey-I) L. P. and Herkules Private Equity IV (Jersey-II) L. P. (the "Principal Selling Shareholder") and certain other shareholders, including management shareholders (together with the Principal Selling Shareholder, the “Selling Shareholders”).

The Principal Selling Shareholder is expected to grant ABG Sundal Collier ASA ("the Stabilisation Manager") an option to borrow a number of shares equal to the number of Additional Shares. Pursuant to the Over-Allotment Option, the Principal Selling Shareholder is expected to grant the Stabilisation Manager an option to purchase, at the Offer Price, a number of shares equal to up to the number of Additional Shares to cover short positions resulting from any over-allotments made in connection with the Offering. The Over-Allotment Option is exercisable, in whole or in part by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo.

The Selling Shareholders will receive the proceeds from the sale of Sale Shares and the Principal Selling Shareholder will receive the proceeds from any shares sold under the Over-Allotment Option. The Company will, as such, not receive any proceeds from the Offering.

Six cornerstone investors have undertaken, subject to certain conditions, to acquire and be allocated Offer Shares for a total amount of minimum NOK 385 million in the Offering. These six cornerstone investors are i) Eika Kapitalforvaltning (NOK 95 million), ii) Nordea Investment Management (NOK 95 million), iii) WQZ Investment Group Ltd (NOK 95 million), iv) Pareto Asset Management (NOK 40 million), v) Sissener AS (NOK 35 million), and vi) Delphi Funds, a part of Storebrand (NOK 25 million).

The Company, the Selling Shareholders and members of the Company's board and management will enter into customary lock-up arrangements with the Global Coordinator (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Global Coordinator, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and the Principal Selling Shareholder, and 12 months for the members of the Company's management and Board of Directors, after the commencement of trading in the shares on Euronext Growth Oslo.

The Offering will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Principal Selling Shareholder and the Company's Board of Directors (the "Board") may, however, at their 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 are available.

Timeline and offer period

The bookbuilding period in the Offering will commence 10 December 2020 at 09:00 CET and close on 11 December 2020 at 14:00 CET. The Company, the Principal Selling Shareholder and the Global Coordinator reserve the right, at their own discretion, to extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened the dates referred to herein might be changed accordingly.

Conditions of the Offering

The Company has applied for a listing on Euronext Growth Oslo. It is expected that the Oslo Stock Exchange will approve the listing application ahead of the anticipated date of the Listing.

The Completion of the Offering is conditional upon (i) necessary corporate resolutions by the Principal Selling Shareholders and the Board, including allocation of the Offer Shares, (ii) the consummation of the Share Split, expected to be resolved on an extraordinary general meeting scheduled for 11 December 2020, and (iii) the effectuation of the Share Split (by registering in the Norwegian Register of Business Enterprises). The Principal Selling Shareholder and the Board may, in their sole discretion in consultation with the Global Coordinator, cancel the Offering, at any time and for any reason prior to the satisfaction of these conditions without any compensation to the applicants.

Advisers

ABG Sundal Collier ASA is acting as Global Coordinator in respect to the Offering and the Listing (the “Global Coordinator”). DNB Markets, a part of DNB Bank ASA is acting as Joint Bookrunner in connection with the Offering (together with the Global Coordinator, the “Managers”).

Advokatfirmaet Wiersholm AS is acting as legal counsel in connection with the Offering and the Listing

For further information, please contact:

Petter Bjørnstad

CFO and IR responsible

petter.bjornstad@elektroimportoren.no

Tlf: +47 95 90 77 88

Important Notice

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 the Elektroimportøren Invest AS 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. Neither the Managers nor 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. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, 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.