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, 21 June 2021. Komplett ASA ("Komplett" or the "Company", OSE ticker
"KOMPL"): Reference is made to the announcement on 17 June 2021, where the
Company announced the successful completion of the bookbuilding period and
application periods in the initial public offering of shares in Komplett (the
"Offering" or the "IPO"), in addition to the final offer price of NOK 60.00.
ABG Sundal Collier ASA ("ABGSC" or the "Stabilization Manager") may, on behalf
of the Managers (as defined below), engage in stabilization activities from
today, 21 June 2021, to and including, 20 June 2021 (the "Stabilization
Period"). Any stabilization transactions will be aimed to support the market
price of the Komplett shares.
In connection with the Offering, the Managers have over-allotted a total of
3,500,000 shares in the Company to the applicants in the Offering, equaling
approximately 13.2% of the total number of shares allocated in the Offering.
Please see the attached form for more information, which has been updated
compared with the form attached to the announcement dated 17 June 2021 regarding
successful completion of the Offering.
In order to permit delivery in respect of the over-allotments made, Canica
Invest AS (being the selling shareholder in the Offering) has lent to the
Stabilization Manager, on behalf of the Managers, a number of existing shares in
the Company equal to the number of over-allotted shares. For further details on
over-allotment and stabilization activities, please see the prospectus dated 8
June 2021 prepared by the Company (the "Prospectus").
Further, Canica Invest AS has granted to the Stabilization Manager, on behalf of
the Managers, a greenshoe option to purchase from Canica Invest AS, up to
3,500,000 shares in the Company at a price per share of NOK 60.00, which is
equal to the final offer price in the Offering (the "Offer Price"). The
greenshoe option is exercisable, in whole or in part, by the Stabilization
Manager, on behalf of the Managers, within the Stabilization Period. The
Stabilization Manager may close out the short position created by over-allotting
shares in the Offering by purchasing shares in the open market through
stabilization activities and/or by exercising the greenshoe option.
The Stabilization Manager may effect transactions with a view to supporting the
market price of the Komplett shares at a level higher than what might otherwise
prevail, by buying shares in Komplett in the open market at prices equal to or
lower than (but not above) the Offer Price. There is no obligation on the
Stabilization Manager to conduct stabilization activities and there can be no
assurance that stabilization activities will be undertaken. If stabilization
activities are undertaken, they may be discontinued at any time, and must be
brought to an end upon or before expiry of the Stabilization Period.
Any stabilization activities will be conducted based on the principles set out
in the Commission Delegated Regulation (EU) 2016/1052, as implemented into
Norwegian law by Section 3-1 (3) of the Norwegian Securities Trading Regulation,
regarding buy-back programs and stabilization of financial instruments.
If stabilization activities are undertaken, information on the activities will
be published no later than seven trading days following such transaction(s).
Further, within one week after the expiry of the 30 calendar day period of price
stabilization, the Stabilization Manager will publish information as to whether
or not price stabilization activities were undertaken. If stabilization
activities were undertaken, the statement will also include information about:
(i) the total amount of Shares sold and purchased; (ii) the dates on which the
stabilization period began and ended; (iii) the price range between which
stabilization was carried out, as well as the highest, lowest and average price
paid during the stabilization period; and (iv) the date at which stabilization
activities last occurred.
ABGSC 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 queries, please contact:
Kristin Hovland, Head of Communication
+47 98 65 28 60
Kristin.Hovland@komplett.com
Krister Pedersen, CFO
+47 95 24 50 37
Krister.Pedersen@komplett.com
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