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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Sandefjord/Oslo, 15 November 2022: Komplett ASA (the “Company”) has engaged ABG
Sundal Collier ASA (“ABGSC”), Carnegie AS (“Carnegie”), Nordea Bank Abp, filial
i Norge (“Nordea”) (publ) and Skandinaviska Enskilda Banken AB (“SEB”) as Joint
Bookrunners (the “Joint Bookrunners”), to assist the Company in a contemplated
private placement (the “Private Placement”) of new shares in the Company (the
“Offer Shares”) to raise gross proceeds of NOK 1,000 million.
Successful refinancing of long-term credit facilities
The Company is pleased to confirm that it has received a commitment letter from
SEB and Nordea for a new revolving credit facility in the amount of NOK 1,300
million and from SEB for an overdraft facility in the amount of NOK 400 million
(increased to NOK 500 million in Q4 each year) (the “New Facilities”). The
Company expects to enter into full-form loan agreements for the New Facilities
by the end of November 2022, with among other a condition precedent for making a
drawdown of the New Facilities that the Company has completed an equity issue in
the gross amount of at least NOK 1,000 million.
The New Facilities provide Komplett with a set of new covenants that the Company
believes provide sufficient headroom going forward. The agreed terms for the New
Facilities include expected covenants for a minimum equity ratio of 30 per cent
and a ratio of net debt to EBITDA (pro forma and adjusted for certain
exceptional items) for Q4 2022, Q1 2023 and Q2 2023 of 4.5x, 4.0x and 3.75x
respectively and 3.0x thereafter (3.5x in Q3). The expected adjusted and
improved covenants together with the non-recourse factoring facility already in
place (which is expected to reduce net debt in the area of additional NOK 200
million by year end (NOK 200 million reported reduction in the Q3 2022 report)
and reduce cash outflow in peak inventory seasons) are expected to give Komplett
headroom to handle the currently challenging B2C market from a liquidity and
financing perspective.
The Private Placement
Through the contemplated Private Placement, the Company will satisfy the above
condition precedent, and the Company will use the net proceeds from the Private
Placement and funds to be made available under the New Facilities to repay the
NOK 1,500 million bridge loan, which was obtained in connection with the
Company’s combination with NetOnNet AB, announced 9 February 2022, and which
matures in April 2023. The New Facilities will replace the Company’s existing
overdraft facilities of NOK 500 million, as well as its two existing revolving
credit facilities of NOK 500 million and SEK 650 million.
Canica Invest AS (“Canica Invest”) (owner of approx. 40.30 per cent of the
shares in the Company) and SIBA Invest Aktiebolag (“SIBA Invest”) (owner of
approx. 32.78 per cent of the shares in the Company) have committed to subscribe
for Offer Shares for a combined amount of at least NOK 800 million in the
Private Placement, of which Canica Invest for at least NOK 500 million and SIBA
Invest for NOK 300 million. Canica Invest will be allocated Offer Shares for at
least an amount required to ensure than it will maintain an ownership of more
than 40 per cent (taking into account potential dilution from the Subsequent
Offering (as defined below)) and SIBA Invest will have the right to be allocated
the number of Offer Shares required for them to maintain their 32.78 per cent
ownership following the Private Placement.
Members of the Company’s management and Board of Directors have indicated an
intention to subscribe for an aggregate of NOK 7.4 million. This includes Lars
Olav Olaussen (CEO), Krister Pedersen (CFO) and Jo Lunder (Chairman of the
Board).
Lars Olav Olaussen, CEO of Komplett, commented: “We are pleased to have reached
a good, long-term solution which provides us with a robust financial position
and enables us to refinance the bridge loan following the combination with
NetOnNet. In parallel with our actions to improve net working capital, reduce
slow-moving inventory, realise cost synergies with NetOnNet and maintain an
industry-leading cost position, the combination of long-term debt financing and
the contemplated private placement will ensure that the Komplett group remains
well-positioned for long-term value creation.”
Timeline for and terms of the Private Placement
The bookbuilding and application period for the Private Placement commences
today, on 15 November 2022 at 16:30 hours CET, and is expected to close on 16
November 2022 at 08:00 hours CET. The Company, after consultation with the Joint
Bookrunners, reserves the right to at any time and in its sole discretion to
close or extend the bookbuilding and application period or to cancel the Private
Placement in its entirety and for any reason. If the bookbuilding and
application period is shortened or extended, the other dates referred to herein
may be changed correspondingly.
The price for the Offer Shares in the Private Placement (the “Offer Price”) will
be determined by the board of directors of the Company (the “Board”) following
the completion of the bookbuilding process. Allocation of shares in the Private
Placement will be determined after the expiry of the bookbuilding period, and
final allocation will be made by the Board at its sole discretion, following
advice from the Managers. Allocation will be based on criteria such as (but not
limited to), existing ownership, timeliness of the application, price
leadership, relative order size, sector knowledge, perceived investor quality
and investment horizon. There is no guarantee that any potential investor will
be allocated shares.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate
amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from
the prospectus requirements in accordance with applicable regulations, including
the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017) and ancillary regulations, as
implemented pursuant to the Norwegian Securities Trading Act, are available.
The Joint Bookrunners have entered into a lock-up arrangement with the Company
for a period of 90 days from today, subject to agreed exemptions including for
the issuance of shares in the Private Placement and the Subsequent Offering (as
defined below).
Settlement of the Private Placement will be divided into two tranches.
Settlement with investors other than Canica Invest and SIBA Invest will take
place in full in the first tranche (“Tranche 1”). Settlement in Tranche 1 will
be facilitated by a combination of the issuance of 27,500,000 new shares (the
“Board Authorised New Shares”), which is equal to the maximum number of new
shares that the Board may issue pursuant to an authorisation to increase the
share capital granted by the extraordinary general meeting of the Company held
on 16 March 2022 (the “Authorisation”), and share lending from Canica Invest
and/or SIBA Invest.
Settlement with investors other than Canica Invest and SIBA Invest is expected
to take place on or about 18 November 2022 on a delivery-versus-payment basis by
delivery of existing and unencumbered shares in the Company that are already
listed on the Oslo Stock Exchange pursuant to the subscription and share lending
agreement entered into among the Company, Canica Invest, SIBA Invest and the
Joint Bookrunners (the “Share Lending Agreement”). The Board Authorised New
Shares will in part be subscribed for and paid for by Canica Invest to settle
Offer Shares allocated to Canica Invest, and in part formally subscribed for by
the Managers for redelivery by the Managers of shares borrowed from Canica
Invest pursuant to the Share Lending Agreement and by SIBA Invest depending on
the number of shares allocated to other investors than Canica Invest and SIBA
Invest.
The Offer Shares allocated in the Private Placement that are not settled in
Tranche 1 will be received by Canica Invest and SIBA Invest and will comprise
Offer Shares allocated to them and new shares for the redelivery of existing
shares borrowed from them under the Share Lending Agreement (“Tranche 2”).
Subject to successful completion of the bookbuilding period, the board of
directors will call for an extraordinary general meeting to be held on or about
8 December 2022 (the “EGM”) for purposes of inter alia resolving a share capital
increase by the issuance of Offer Shares to be delivered in Tranche 2 (the “EGM
Resolution” and the “EGM New Shares”).
Completion of Tranche 1 by delivery of Offer Shares to investors is subject to
the necessary corporate resolutions required to consummate Tranche 1 are being
made, including the resolution of the Board to complete the Private Placement
and to increase the share capital of the Company by the issuance of the Board
Authorised New Shares, and the parties having complied with their obligations
under the Share Lending Agreement. Completion of Tranche 1 will not be
conditional upon or otherwise affected by the completion of Tranche 2, and the
applicants’ acquisition of Offer Shares in Tranche 1 will remain final and
binding and cannot be revoked, cancelled or terminated by the respective
applicants if Tranche 2, for whatever reason, is not completed.
Completion of Tranche 2 by delivery of Offer Shares is subject to (i) completion
of Tranche 1, (ii) the EGM making the EGM Resolution, and (iii) the registration
of the share capital increases pertaining to the issuance of the EGM New Shares
with the Norwegian Register of Business Enterprises and the EGM New Shares being
registered in the Norwegian Central Securities Depository (“VPS”). Canica Invest
and SIBA Invest have undertaken to vote in favour of the EGM Resolution, and
investors that are allocated shares in the Private Placement will also have
undertaken to vote in favour of the EGM Resolution at the EGM. In the event that
Trance 2 is not completed and Canica Invest and SIBA Invest for that reason do
not receive redelivery of all shares lent under the Share Lending Agreement,
then the shares not being redelivered will be deemed to have been sold at the
Offer Price and the lenders will receive cash in lieu of shares. Further, the
Private Placement will in that event not fulfill the NOK 1,000 million in gross
proceeds condition precedent for the New Facilities referred to above.
The Board has considered the offering of new shares in the Private Placement in
light of the rules on equal treatment under Oslo Rule Book II for companies
listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on
the rule of equal treatment and the Board is of the opinion that the
contemplated transaction complies with these requirements and guidelines. The
share issuance will be carried out as a private placement in order for the
Company to complete the equity raise in a manner that is efficient and closely
coordinated with the refinancing of the Company’s debt. Further, the Private
Placement is launched after the Company has received pre-commitments from Canica
Invest and SIBA Invest and the transaction has been pre-sounded with a limited
number of investors to reduce transaction risk, and the Private Placement is
subject to marketing through a publicly announced bookbuilding process, which
secures a market-based offer price. On this basis, and based on an assessment of
the current equity markets, the Board has considered the Private Placement to be
in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, carry out a
subsequent offering of new shares in the Company at the Offer Price towards
existing shareholders in the Company as of 15 November 2022 (as registered in
the VPS two trading days thereafter), who (i) were not allocated Offer Shares in
the Private Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or, would (in jurisdictions other than Norway and any
other jurisdiction(s) decided by the board of directors) require a prospectus,
registration document or similar action (the “Subsequent Offering”). Whether the
Subsequent Offering will be carried out will inter alia depend on the result of
the Private Placement and the subsequent development of the Company’s share
price.
Advokatfirmaet Thommessen AS is acting as the Company’s legal advisor in
connection with the Private Placement. ABGSC, Carnegie, Nordea and SEB act as
Joint Bookrunners in the Private Placement, and ABGSC is also acting as
financial advisor to the Company in connection with the debt refinancing
process.
For further inquiries, please contact:
Kristin Hovland, Head of Communication
Kristin.Hovland@komplett.com
Krister A. Pedersen, CFO
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 efficient and scalable business
model that supports cost leadership and enables a competitive product offering.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) Article 7 and is subject to the disclosure
requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Elise Heidenreich, Investor
Relations adviser, at the date and time as set out above.
IMPORTANT NOTICE
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 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.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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 Private Placement. They will not regard
any other person as their respective clients in relation to the Private
Placement 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 Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, 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 Private
Placement 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.
Kilde
