NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INCANADA ,JAPAN ,AUSTRALIA ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made toSikri Holding ASA's ("Sikri " or the "Company") stock exchange announcement on22 November 2022 regarding the launch of a private placement of new shares ("Offer Shares ") in the Company raising gross proceeds of approximatelyNOK 100 million (the "Private Placement"). Following close of the bookbuilding period, the Company is pleased to announce that it has successfully raisedNOK 100 million at an offer price ofNOK 10.00 per Offer Share. The offer price was determined in an accelerated bookbuilding process and represents a discount of 2.6% to the 10 days VWAP and a premium of 23.5% to the 20-day VWAP. It is also equal to the offer price in the private placement completed on2 September 2022 . The Board has today resolved to complete the Private Placement and to allocate and issue 10,000,000Offer Shares pursuant to the board authorisation granted by the general meeting on31 May 2022 . The Private Placement will be settled with existing and unencumbered shares in the Company that are already listed onOslo Børs, pursuant to a share lending agreement between the Company, the Managers, Carucel Finance AS and Stella Industrier AS. The net proceeds from the Private Placement will predominately be used to strengthen the Company's balance sheet by reducing leverage, partly replacing the bridge facility component financing the Company's strategic acquisition ofMetria AB from the Kingdom ofSweden , announced on1 April 2022 . The following primary insiders and closely related persons have subscribed for and been allocatedOffer Shares in the Private Placement: - Karbon Invest AS (Jens Rugseth, board member): 2,000,000 shares - Carucel Finance AS (Carl Erik Krefting , represented by board memberPreben Rasch-Olsen ): 1,666,666 shares - Stella Industrier AS (Fredrik Cappelen , M&A advisor to the Company): 1,666,666 shares - Varner Kapital AS (Espen Karlsen , board observer): 1,666,666 shares - Rasche Investeringer AS (Preben Rasch-Olsen , board member): 125,000 shares -Erling Olaussen (Director Consumer): 20,000 shares -Arild Elverum (Director Private): 15,000 shares - Anny Bratterud (HR Director Sikri): 5,000 shares -Sigrun Syverud (board member): 3,000 shares The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act andOslo Børs' Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The equity issuance was carried out as a private placement in order to complete a transaction in an efficient manner to strengthen the Company's balance sheet. Based on an assessment of the current equity markets, the Company's need for equity funding, deal execution risk and possible alternatives, the Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the overall transaction structure, the shareholders' preferential rights will be deviated from. Further, as the offer price represents a 23.5% premium to the 20-day VWAP, the Board of Directors has further decided that no subsequent repair offering will be conducted. It is expected that the share capital increase pertaining to the Private Placement will be registered with theNorwegian Register ofBusiness Enterprises on or about28 November 2022 . Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company is expected to beNOK 2,514,197.50 comprising 125,709,875 shares, each with a nominal value ofNOK 0.02 . Advisors:ABG Sundal Collier ASA ,Arctic Securities AS andSpareBank 1 Markets AS are acting as joint bookrunners in connection with the Private Placement (the "Managers"). AGP Advokater AS is acting as legal advisor to the Company in connection with the Private Placement. For further information, please contact:Camilla Aardal , CFO +47 97 10 51 55 Email: camilla.aardal@sikri.no ABOUTSIKRI HOLDING ASA :Sikri Holding is a software house providing highly specialized software and services towards the public sector and a leading company within property data, property technology and data economics in the Nordics. Our customer base spans public sector as well as private businesses within real estate, banking, insurance, property developers, media companies, builders, property owners, taxation companies, engineers, power companies and building materials production. We create value for public sector, private businesses, and citizens, with an innovative approach to the use of data and data analysis. Our ambition is to build the leading Nordic ecosystem for public administration, property technology and data. IMPORTANT INFORMATION: This announcement is not an offer to sell or a solicitation of any offer to buy any securities ofSikri Holding ASA . The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "US Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering or their securities inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act. 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in theUnited Kingdom 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 for 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 "believe," "expect," "anticipate", "intends", "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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither the Company nor the Managers undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. Thisstock exchange announcement was published byCamilla Aardal , acting as CFO ofSikri Holding ASA on22 November 2022 at20:50 CET on behalf of the Company.
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