Aurora Eiendom AS - private placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINSTRATIVE REGION OF
THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED
STATES OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

26 June 2022: Aurora Eiendom AS (the "Company" or "Aurora") refers to the
announcement of 22 June 2022 in relation to the engagement of DNB Markets, a
part of DNB Bank ASA, SpareBank 1 Markets AS, and Pangea Property Partners AS,
as joint lead managers (together, the "Managers"), to advise on and effect a
contemplated private placement (the "Private Placement") of NOK 530-650 million
in new shares (the "New Shares") in the Company at a subscription price of NOK
93 each. 

The Company is pleased to announce that the Private Placement has been
successfully placed, raising NOK 600 million in gross proceeds to the Company
through allocation of 6,451,635 new shares. 

The net proceeds of the Private Placement will be used to partly finance
Aurora's acquisition of the two shopping centers Gulskogen and Arkaden, in
addition to 25 per cent of Maxi Hamar, in line with Aurora's strategy for
expansion, as well as for general corporate purposes. 

Completion of the Private Placement is subject to (i) the purchase agreement
pertaining to the Acquisition not having been terminated or otherwise having
become void, (ii) the corporate resolutions of Aurora required to implement the
Private Placement, including, but not limited to, the approval by the Company's
board of directors (the "Board) of the Private Placement and allocation of the
New Shares; and (iii) the share capital increase pertaining to the issuance of
the allocated New Shares being validly registered with the Norwegian Register of
Business Enterprises ("NRBE") and the allocated New Shares being validly issued
and registered in VPS (jointly, the "Conditions"). There can be no assurance
that these Conditions will be satisfied. If the Conditions are not satisfied,
the Private Placement may be revoked or suspended without any compensation to
applicants. 

A Board meeting for approval of the Private Placement, and allocation of the New
Shares, was held today. Notification of allotment and payment instructions is
expected to be issued to the applicants on or about 27 June 2022 by the
Managers. The settlement date for the Private Placement is expected to be on or
about 30 June 2022. Aurora has entered into a prefunding agreement with DNB
Markets, a part of DNB Bank ASA, SpareBank 1 Markets AS to secure a delivery
versus payment (DVP) of the New Shares. The New Shares will be tradable upon a
stock exchange notice from the Company announcing the registration of the share
capital increase pertaining to the New Shares in the NRBE. 
Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of NOK 2,322,182,325 divided
into 30,962,431 shares, each with a par value of NOK 75.

The following persons discharging managerial responsibilities ("PDMRs") and
close associates to PDMRs are allocated the following New Shares in the Private
Placement (PDMR notification forms attached hereto): 

(*) Joh Johannson Eiendom AS, a company closely related to board member Johan
Johannson, has been allocated 2,156,000 New Shares and will following completion
of the Private Placement own 6,022,733 shares in the Company.

(*) Eiendomsspar AS, a company closely related to board member 	Sigurd Stray,
has been allocated 1,827,956 New Shares and will following completion of the
Private Placement own 6,002,462 shares in the Company.

(*) Varner Invest AS, a company closely related to board member Marius Varner,
has been allocated 537,635 New Shares and will following completion of the
Private Placement own 1,730,351 shares in the Company. 

(*) Alti Invest AS, a company closely related to CEO Lars Ove Løseth, has been
allocated 301,075 New Shares and will following completion of the Private
Placement own 3,200,014 shares in the Company.

(*) Strawberry Shopping AS, a company closely related to chairman Petter A.
Stordalen, has been allocated 53,763 New Shares and will following completion of
the Private Placement own 1,553,763 shares in the Company. 

(*) Norutbygg AS, a company closely related to CEO Lars Ove Løseth, has been
allocated 24,194 New Shares and will following completion of the Private
Placement own 24,194 shares in the Company.

(*) LLH 2 AS, a company closely related to board member Lars Løseth, has been
allocated 11,205 New Shares and will following completion of the Private
Placement own 31,162 shares in the Company.

Completion of the Private Placement implies a deviation from the pre-emptive
rights of the existing shareholders of the Company under the Norwegian Private
Limited Companies Act. When resolving the issuance of the New Shares in the
Private Placement, the Board considered the structure of the contemplated
Private Placement in light of the equal treatment obligations under the
Norwegian Private Limited Companies Act and section 3.1 of the Euronext Growth
Rule Book Part II and Oslo Børs' Circular no. 2/2014. Aurora is of the view that
it was in the common interest of Aurora and its shareholders to raise equity
through the Private Placement. The existing shareholders preferential rights to
subscribe for new shares may be deviated from. By structuring the equity raise
as a private placement, Aurora was able to raise equity efficiently, with a
lower discount to the current trading price, at a lower cost and with a
significantly lower risk compared to a rights issue. It has also been taken into
consideration that the Private Placement is based on a publicly announced
bookbuilding process. Further, the Offer Price in the Private Placement
represents no discount compared to the closing trading price of Aurora's share
as of 21 June 2022. Based on the foregoing, it is currently not planned to
conduct a subsequent repair issue directed towards shareholders not
participating in the Private Placement.

DNB Markets, a part of DNB Bank ASA, Sparebank 1 Markets AS and Pangea Property
Partners AS, act as Managers in connection with the Private Placement. Ro
Sommernes advokatfirma DA acts as legal advisor to Aurora, and Advokatfirmaet
Wiersholm AS acts as legal advisor to the Managers.   

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. This stock exchange notice
was published by Kathrine Mauset, CFO of Aurora, on 26 June 2022 at 20:00 CEST.

For more information, please contact:

Lars Ove Løseth, CEO [phone], [e-mail]

Kathrine Mauset, CFO [phone], [e-mail]

DNB Markets, tel: [phone]

SpareBank 1 Markets, tel: [phone]

About Aurora Eiendom AS: With shops and services easily accessible under one
roof, shopping centers improve and simplify people´s lives. Shopping habits are
changing, but the need for people to meet and connect will always be there.
That´s why Aurora invests in leading shopping centers in attractive locations
with an exciting offering of shops and services. Our partly owned Alti
Forvaltning gives Aurora access to the best management team in the market.
Important Notices: 

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 Aurora. 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 the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
Aurora does not intend to register any part of the offering or their securities
in the United States or to conduct a public offering of securities in the United
States. Any sale in the 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 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 the United 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 Aurora 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. 

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 Aurora's services, changes in the general economic, political
and market conditions in the markets in which Aurora operate, Aurora's ability
to attract, retain and motivate qualified personnel, changes in Aurora'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 such forward-looking statements. Aurora does not
provide any guarantees that the assumptions underlying the forward-looking
statements in this announcement, with its appendices (if any), 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.
Aurora 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 Aurora. Neither the Managers nor
any of their respective affiliates accepts any liability arising from the use of
this announcement.

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