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Komplett ASA

Share Issue/Capital Change Jan 24, 2023

3646_rns_2023-01-24_a207ec7a-fb66-4a66-a402-e125258068f1.html

Share Issue/Capital Change

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Komplett ASA: Final result of subsequent offering and allocation of offer shares successfully completed

Komplett ASA: Final result of subsequent offering and allocation of offer shares successfully completed

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

OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS

ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED

HEREIN.

Sandefjord/Oslo, 24 January 2023: Reference is made to the stock exchange

announcement made by Komplett ASA (the "Company") on 6 January 2023 regarding

the subsequent offering of up to 3,390,000 new shares ("Offer Shares") in the

Company, each with a nominal value of NOK 0.40, at a subscription price of NOK

14.75 (the "Subsequent Offering").

The subscription period in the Subsequent Offering expired on friday 20 January

2023 at 16:30 hours (CET). The final results show that the Company has received

valid subscriptions for a total of 43,582 Offer Shares. Hence, 43,582 Offer

Shares will, subject to timely payment, be issued in the Subsequent Offering.

Notifications of allocated Offer Shares in the Subsequent Offering and the

corresponding amount to be paid by each subscriber will be set out in a separate

allocation letter to each subscriber. The allocation letters are expected to be

sent today. The deadline for payment for the Offer Shares is 26 January 2023, in

accordance with the payment instructions set out in the Company's prospectus

dated 4 January 2023 (the "Prospectus").

The Offer Shares may not be transferred or traded until they are fully paid and

the share capital increase pertaining to the Subsequent Offering has been

registered with the Norwegian Register of Business Enterprises (Nw.:

Foretaksregisteret). Subject to timely payment of the Offer Shares subscribed

for and allocated in the Subsequent Offering, the issuance and delivery of the

Offer Shares pertaining to the Subsequent Offering is expected to be completed

on or about 31 January 2023. The Offer Shares are expected to commence trading

on the Oslo Stock Exchange on 1 February 2023. The managers (as listed below)

may be contacted for information regarding allocation, payment and delivery of

the Offer Shares.

Following the issuance of the 43,582 Offer Shares, the Company's share capital

will be NOK 70,136,464.40, divided into 175,341,161 shares, each with a nominal

value of NOK 0.40.

ABG Sundal Collier ASA, Carnegie AS, Nordea Bank Abp, filial i Norge and

Skandinaviska Enskilda Banken AB (publ), Oslo branch are acting as managers in

the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor

to Komplett in relation to the Subsequent Offering.

Further information about the Subsequent Offering and the subscription

procedures is included in the Prospectus, which is available on the Company's

website at https://www.komplettgroup.com/investor-relations.

For further inquiries, please contact:

Kristin Hovland, Head of Communication

[email protected]

Krister A. Pedersen, CFO

[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 efficient and scalable business

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

This information is subject to the disclosure requirements pursuant to Section 5

-12 of the Norwegian Securities Trading Act.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. None of ABG Sundal Collier ASA, Carnegie AS, Nordea

Bank Abp, filial i Norge, or Skandinaviska Enskilda Banken AB (publ), Oslo

branch (collectively, the "Managers") or any of their respective affiliates or

any of their respective directors, officers, employees, advisors or agents

accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available, or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of the Company.

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, Japan, Hong Kong, South Africa 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 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.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 (the "EU Prospectus Regulation") (together with any applicable

implementing measures in any Member State). The securities offered in the

Subsequent Offering are offered on the basis of a Prospectus prepared by the

Company and dated 4 January 2023, which is available at the Company's website

https://komplettgroup.azurewebsites.net/investor-relations/. Investors in the

Subsequent Offering should not subscribe for any securities in the Subsequent

Offering except on the basis of the Prospectus.

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).

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and 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 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 announcement is made by, and is the responsibility of, the Company. The

Managers and their respective affiliates are acting exclusively for the Company

and no-one else in connection with the Subsequent Offering. They will not regard

any other person as their respective clients in relation to the Subsequent

Offering and will not be responsible to anyone other than the Company, for

providing the protections afforded to their respective clients, nor for

providing advice in relation to the Subsequent Offering, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Subsequent Offering, the Managers and any of their

respective affiliates, acting as investors for their own accounts, may subscribe

for or purchase shares and in that capacity may retain, purchase, sell, offer to

sell or otherwise deal for their own accounts in such shares and other

securities of the Company or related investments in connection with the

Subsequent Offering or otherwise. Accordingly, references in any subscription

materials to the shares being issued, offered, subscribed, acquired, placed or

otherwise dealt in should be read as including any issue or offer to, or

subscription, acquisition, placing or dealing by, such Managers and any of their

respective affiliates acting as investors for their own accounts. The Managers

do not intend to disclose the extent of any such investment or transactions

otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect",

"anticipate", "intend", "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 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. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance.  The Company, each of the Managers and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward-looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice.

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