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Komplett ASA

Share Issue/Capital Change Jun 17, 2021

3646_rns_2021-06-17_db959bd7-58ae-4be6-9622-6e6b58eaec03.html

Share Issue/Capital Change

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Komplett ASA - Bookbuilding successfully completed, offer shares priced at NOK 60.00

Komplett ASA - Bookbuilding successfully completed, offer shares priced at NOK 60.00

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE HONG KONG SPECIAL

ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 17 June 2021. Reference is made to the announcement on 8 June 2021, where

Komplett ASA ("Komplett " or the "Company", OSE ticker code "KOMPL") announced

the terms of the initial public offering of its shares (the "Offering" or the

"IPO").

In summary:

- The shares in the Offering have been priced at NOK 60.00 per share. The total

number of shares that will be sold in the Offering is 30,000,000 shares.

- Canica Invest AS (the "Selling Shareholder") will sell a total of 26,500,000

shares in the Offering meaning that the upsizing option to increase the number

of offer shares with up to 3,500,000 shares was utilized, thus retaining an

ownership of approximately 60.0% following completion of the Offering, assuming

that the greenshoe option granted to the Managers (defined below) (as further

described in the prospectus) is not exercised. Should the greenshoe option be

exercised in full, the retained shareholding of Canica Invest AS would be

approximately 55.2%.

- The Managers have over-allotted 3,500,000 shares, representing approximately

13.2% of the total number of shares sold in the Offering before any over

-allotments, which have been lent to the Managers by the Selling Shareholder for

the purposes of facilitating delivery of over-allotted shares. Please see the

attached form of notification and public disclosure by persons closely

associated with primary insiders. The form and information therein is subject to

the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU

Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading

Act.

- The offer price implies a market capitalization of the Company of NOK 4.3

billion.

- Trading in the shares of Komplett on the Oslo Stock Exchange will commence on

21 June 2021.

A total of 30,000,000 shares (including over-allotted shares) were allotted in

the Offering, of which 92% of the shares were allotted to investors in the

institutional offering, 7% of the shares were allotted to investors in the

retail offering and 1% of the shares were allotted to eligible employees in the

employee offering. Following completion of the Offering, the Company will have

approximately 5,300 shareholders.

Notifications of allocated shares and the corresponding amount to be paid by

investors are expected to be communicated to investors on or about 18 June 2021.

Investors having access to investor services through their VPS manger will be

able to check the number of shares allocated to them from on or about also e

able to check the number of shares allocated to them from on or about 18 June

2021. Additionally, the Managers may be contacted for information regarding

allocations.

As further described in the prospectus dated 8 June 2021 (the "Prospectus"), the

Selling Shareholder has granted the Managers a greenshoe option which is

exercisable by ABG Sundal Collier ASA, on behalf of the Managers, acting as

stabilization manager, within 30 days from the first day of trading of the

Company's shares on the Oslo Stock Exchange, to cover any short position

resulting from the over-allotments in the Offering following the stabilization

period. A separate disclosure will be issued by stabilization manager regarding

the over-allotment and stabilization activities during the 30 days'

stabilization period.

ABG Sundal Collier ASA and Skandinaviska Enskilda Banken AB (publ), Oslo branch

(collectively, the "Joint Global Coordinators"), are acting jointly 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

Selling Shareholder. Advokatfirmaet Schjødt AS is acting as legal advisor to the

Managers.

For further queries, please contact:

Kristin Hovland, Head of Communication

+47 98 65 28 60

[email protected]

Krister Pedersen, CFO

+47 95 24 50 37

[email protected]

ABOUT KOMPLETT ASA

Komplett Group is a leading online-first electronics and IT products retailer,

operating in Norway, Sweden and Denmark. Serving customers in the B2C, B2B and

distribution markets, the Group is deeply focused on delivering best in class

customer experience, built through decades of knowhow, expertise and deep

customer commitment. Komplett Group operates an efficiency and scalable business

model that supports costs leadership and enables a competitive product offering.

IMPORTANT INFORMATION

This information 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 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, other than Norway and Sweden, 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 EEA 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.

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 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 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

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 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.

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