Sikri Holding ASA: Publication of prospectus and cancellation of Subsequent Offering

11 Nov 2022 18:12 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

Oslo, 11 November 2022: Reference is made to the announcement by Sikri Holding
ASA ("Sikri Holding" or the "Company") on 2 September 2022 regarding a NOK 200
million completed private placement (the "Private Placement") and a proposed
subsequent offering of up to NOK 114 million (the "Subsequent Offering").

The shares in the Company have traded significantly below the subscription price
in the Private Placement. Consequently, any shareholders wishing to reduce the
dilutive effect of the Private Placement have had the opportunity to purchase
shares in the Company in the market at prices below what would have been the
subscription price in the Subsequent Offering. The Company has in consultation
with the Managers (as defined below) therefore decided to cancel the proposed
Subsequent Offering.

Further, the listing prospectus for the new shares issued in the Private
Placement (the "Prospectus") was approved by the Financial Supervisory Authority
of Norway today, 11 November 2022. The new shares in the Private Placement were
delivered issued on a separate ISIN and have not been tradable until the
approval of the Prospectus. Following approval of the Prospectus, the new shares
will now be registered in the VPS with the same ISIN as existing Shares, being
ISIN NO0012548819. The Prospectus will, subject to regulatory restrictions in
certain jurisdictions, be made available at www.sikriholding.com. Hard copies of
the Prospectus may be obtained free of charge at the offices of the Company or
by contacting the Managers.

ABG Sundal Collier ASA, Arctic Securities AS and SpareBank1 Markets AS (the
"Managers") acted as managers in the Private Placement. AGP Advokater AS is
acting as legal advisor to the Company.

For further information, please contact:

Nicolay Moulin, CEO – Sikri
E-mail: Nicolay.moulin@sikri.no
Telephone: +47 905 91 983

Camilla Aardal, CFO - Sikri
Phone: +47 97 10 51 55
E-mail: Camilla.aardal@sikri.no

About Sikri
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 subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.

More information:
Access the news on Oslo Bors NewsWeb site