SIKRI HOLDING ASA: Private placement of NOK 100 million successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE 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 to Sikri Holding ASA's ("Sikri" or the "Company") stock
exchange announcement on 22 November 2022 regarding the launch of a private
placement of new shares ("Offer Shares") in the Company raising gross proceeds
of approximately NOK 100 million (the "Private Placement"). 

Following close of the bookbuilding period, the Company is pleased to announce
that it has successfully raised NOK 100 million at an offer price of NOK 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 on 2 September 2022.

The Board has today resolved to complete the Private Placement and to allocate
and issue 10,000,000 Offer Shares pursuant to the board authorisation granted by
the general meeting on 31 May 2022. The Private Placement will be settled with
existing and unencumbered shares in the Company that are already listed on Oslo
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 of
Metria AB from the Kingdom of Sweden, announced on 1 April 2022.

The following primary insiders and closely related persons have subscribed for
and been allocated Offer 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 member Preben
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 and Oslo
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 the Norwegian Register of Business Enterprises
on or about 28 November 2022.

Following registration of the share capital increase pertaining to the Private
Placement, the issued share capital of the Company is expected to be NOK
2,514,197.50 comprising 125,709,875 shares, each with a nominal value of NOK
0.02.

Advisors: 

ABG Sundal Collier ASA, Arctic Securities AS and SpareBank 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 
[phone] 
Email: [e-mail]


ABOUT SIKRI 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 of Sikri 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 the U.S. Securities Act of 1933, as amended (the "US 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 US Securities Act and in accordance with applicable U.S. state securities
laws. The Company 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 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 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",
"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. 

This stock exchange announcement was published by Camilla Aardal, acting as CFO
of Sikri Holding ASA on 22 November 2022 at 20:50 CET on behalf of the Company.

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