Sikri Holding ASA: Contemplated private placement

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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 22 November 2022: Sikri Holding ASA ("Sikri" or the "Company") hereby
announces a contemplated private placement of new shares in the Company (the
"Offer Shares") to raise gross proceeds of up to NOK 100million (the "Private
Placement"). The subscription price per Offer Share in the Private Placement
will be set by the Company's board of directors (the "Board") on the basis of an
accelerated bookbuilding process conducted by the Managers (as defined below).

The Company has appointed ABG Sundal Collier ASA, Arctic Securities AS and
SpareBank 1 Markets AS as joint bookrunners for the Private Placement
(collectively, the "Managers").

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 four largest shareholders in the Company, Karbon Invest AS, Carucel Finance
AS, Stella Industrier AS and Varner Kapital AS have pre-committed to subscribe
for in total NOK 80 million and will be allocated at least a combined pro-rata
of around NOK 70 million. In addition, Rasche Investeringer AS (owned by board
member Preben Rasch-Olsen) have pre-committed to subscribe for NOK 1.25 million
and certain members of the management team have pre-committed to subscribe for
approximately NOK 0.4 million.

The bookbuilding period in the Private Placement will commence today, 22
November 2022, at 16:30 hours CET and close on 23 November 2022 at 08:00 hours
CET (the "Bookbuilding Period"). The Company and the Managers may, however, at
any time resolve to extend or shorten the Bookbuilding Period on short or no
notice. If the Bookbuilding Period is extended or shortened, any other dates
referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including Regulation (EU) 2017/1129 (the EU Prospectus
Regulation) and ancillary regulations, are available. 

Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Managers, following the expiry of the
Bookbuilding Period.

Completion of the Private Placement is subject to the Board resolving to
complete Private Placement and to allocate and issue the Offer Shares pursuant
to the board authorisation granted by the general meeting on 31 May 2022. 

Settlement of the Offer Shares is expected to take place 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, to be borrowed from Carucel
Finance AS and Stella Industrier AS by the Managers pursuant to a share lending
agreement entered into between the Managers, the Company and Carucel Finance AS
and Stella Industrier AS. 

The Company reserves the right to, at any time and for any reason, to cancel the
Private Placement and/or to modify the terms of the Private Placement. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation. 

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, 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 deems that the proposed Private Placement is in compliance with
these obligations. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement, in particularly in light of the current market conditions. By
structuring the equity raise as a private placement, the Company is expected to
raise equity efficiently, with a lower discount to the current trading price, at
a lower cost and with a significantly reduced completion risk compared to a
rights issue. It has also been taken into consideration that the Private
Placement is based on a publicly announced accelerated bookbuilding process. As
the Private Placement is structured to ensure that a market based subscription
price is achieved, it is currently not planned to conduct a subsequent repair
offering directed towards shareholders not participating in the Private
Placement.

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 16:30 CET on behalf of the Company.

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