NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,SOUTH AFRICA ,NEW ZEALAND ,JAPAN ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFULOslo ,26 April 2021 . Reference is made to the stock exchange announcement bySikri Holding AS ("Sikri" or the "Company") earlier today on26 April 2021 , regarding the contemplated private placement of up to 4,000,000 new shares, raising of up toNOK 460 million in gross proceeds to the Company (the "Private Placement"). The Company is pleased to announce that the Private Placement has been successfully completed, raisingNOK 460 million in gross proceeds to the Company through allocation of 4,000,000 new shares (the "Offer Shares ") at a price ofNOK 115 per share (the "Offer Price "). The Private Placement took place through a bookbuilding process managed byABG Sundal Collier ASA ("ABGSC" or the "Manager") after close of market on26 April 2021 . The Private Placement was well oversubscribed and attracted strong interest from existing shareholders in the Company and high quality institutional investors. The Company intends to use the net proceeds from the Private Placement to finance the equity component of the Company's strategic acquisition of Ambita AS ("Ambita"), a technology company delivering solutions digitizing the real estate market, from theNorwegian Ministry of Trade, Industry and Fisheries as announced on19 April 2021 (the "Acquisition"), as well as for continued organic and in-organic growth initiatives. Allocation to investors and payment instructions is expected to be communicated on or about27 April 2021 . The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth, pursuant to a share lending agreement between the Manager, the Company and Karbon Invest AS, in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares will thus be tradable from allocation. ABGSC will settle the share loan with a corresponding number of new shares in the Company which were resolved issued by the Company's Board of Directors on26 April 2021 in accordance with the authorisation granted by the Company's extraordinary general meeting held on24 June 2020 . Following registration of the share capital increase pertaining to the Offer Shares with theNorwegian Register ofBusiness Enterprises , the Company will have a registered share capital ofNOK 1,880,386 divided into 18,803,855 shares, each with a nominal value ofNOK 0.10 . The Guarantors and the following primary insiders or their related parties have been allocatedOffer Shares in the Private Placement: Karbon Invest AS has been allocated 870,000Offer Shares in the Private Placement, equivalent toNOK 100 million . Following completion of the Private Placement, Karbon Invest AS will own 8,081,273 shares in the Company, representing 42.98% of the then issued and outstanding shares in the Company. Karbon Invest AS is indirectly controlled by chairman of the board in the Company, Jens Rugseth. Carucel N59 AS has been allocated 217,400Offer Shares in the Private Placement, equivalent toNOK 25 million . Following completion of the Private Placement, Carucel N59 AS will own 2,090,218 shares in the Company, representing 11.12% of the then issued and outstanding shares in the Company. Carucel N59 AS is represented on the Company's board byPreben Rasch-Olsen . M25 Industrier AS has been allocated 217,000Offer Shares in the Private Placement, equivalent toNOK 25 million . Following completion of the Private Placement, M25 Industrier AS will own 2,022,809 shares in the Company, representing 10.76% of the then issued and outstanding shares in the Company. M25 Industrier AS is controlled by board memberFredrik Cappelen . Advisors:ABG Sundal Collier ASA is acting as financial adviser and sole bookrunner and AGP Advokater is acting as legal advisor to Sikri in connection with the Private Placement. For further information, please contact:Nicolay Moulin , CEO - Sikri E-mail: Nicolay.moulin@sikri.no. Telephone: +47 905 91 983 About Sikri: Sikri is a software company that specializes in delivering critical software solutions to the public sector in the Nordic region. Sikri has historically delivered the best digital solution for case management and archive systems specialized to the public sector and are now also delivering broad software solutions. Sikri offers complete solutions for cloud services, conversion and delivery of databases and documents, as well as the construction case area (eByggesak), map and cadastre.Sikri Holding AS is a Norwegian private limited company having its shares admitted to trading on Euronext Growth Oslo, an MTF operated by Oslo Børs, with ticker "SIKRI". Important Notice This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. 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 "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 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 Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA 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 EEA 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", "strategy", "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, the 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 the Company's control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. 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 Manager nor any of its respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 Manager nor any of its respective affiliates accept any liability arising from the use of this announcement. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.
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