Otovo ASA - Private placement successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement published by Otovo ASA
("Otovo" or the "Company") earlier today regarding the launch of a private
placement of new shares in the Company to raise gross proceeds of NOK 200-250
million (the "Private Placement"), of which subscription of up to NOK 200
million of the Private Placement at a price NOK 19.88 per share was guaranteed
by the Company's largest shareholder, Axel Johnson AB through its solar
investment arm AxSol AB ("AxSol"). 

The Company hereby announces that it has allocated 12,575,452 new shares (the
"Offer Shares") in the Private Placement at a subscription price of NOK 19.88
per Offer Share (the "Subscription Price"), raising gross proceeds of NOK 250
million. The subscription price represents a premium of 4% to the closing price
today, and the Private Placement received significant interest from both
existing shareholders and new high-quality investors both in Norway and
internationally.

DNB Markets, a part of DNB Bank ASA (the "Manager"), acted as bookrunner in
connection with the Private Placement. 

The purpose of the Private Placement is to utilize the potential of the
Company's new debt financing and the net proceeds to the Company will be used to
finance further growth in the Company's subscription business in combination
with the new financing facility and other corporate purposes.

Settlement of the Private Placement is expected to take place on or about 13
February 2023. The allocated shares will be delivered to the applicant's account
in the Norwegian Central Securities Depository ("CSD") on a delivery versus
payment ("DVP") basis as soon as practicable after full payment has been
received and the Conditions (as defined below) have been met. DVP settlement in
the Private Placement is expected to be facilitated through a pre-funding
agreement entered into between the Company and the Manager.
 
 
The following close associates to primary insiders were allocated Offer Shares
in the Private Placement: 
o	AxSol, a close associate of board member Johan Erik Sixten Bergström, was
allocated 5,030,182 Offer Shares and will upon issuance of these shares own
32,714,260 shares (21.99%) in the Company;
o	Agder Energi Invest AS, a close associate of board member Tor Øystein Repstad,
was allocated 905,433 Offer Shares and will upon issuance of these shares own
10,111,673 shares (6.80%) in the Company;
o	OBOS BBL, as close associate to board member Ingunn Andersen Randa, was
allocated 402,414 Offer Shares and will upon issuance of these shares own
5,662,594 shares (3.81%) in the Company;
 
Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) the extraordinary general meeting resolving the share capital
increase pertaining to the issuance of the Offer Shares and authorizing the
Board to resolve the Subsequent Offering (as defined below) (together, the "EGM
Resolutions"), and (ii) registration of the share capital increases pertaining
to the issuance of the Offer Shares with the Norwegian Register of Business
Enterprises and the registration of those Offer Shares in the CSD (together, the
"Conditions"). 

AxSol and other investors who have been allocated shares in the Private
Placement, have undertaken to vote in favour of the EGM Resolutions.

SUBSEQUENT OFFERING
The board of directors of the Company (the "Board") has, subject to completion
of the Private Placement and certain other conditions, resolved to carry out a
subsequent offering of new shares (the "Subsequent Offering") which, subject to
applicable securities law, will be directed towards certain shareholders as
detailed below. The subscription price in the Subsequent Offering will be equal
to the Subscription Price in the Private Placement. Shareholders of the Company
as of close of trading on 25 January 2023, as recorded in the CSD on 27 January
2023, who (i) were not included in the wallcrossing phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or, would (in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action ("Eligible Shareholders"), will receive
subscription rights in the Subsequent Offering. 

The Subsequent Offering will, inter alia, be conditional upon (i) completion of
the Private Placement, (ii) a resolution of the extraordinary general meeting,
expected to be held on or about 9 February 2023, authorizing the Board to issue
the new shares in the Subsequent Offering, (iii) the trading price of the
Company's shares exceeding the Subscription Price, and (iv) approval and
publication of the Prospectus.

The subscription period for the Subsequent Offering is expected to commence in
the second half of February 2023 following approval of a securities note and a
registration document supplement to the registration document approved by the
NFSA (Nw.: Finanstilsynet) on 9 December 2022 (the "Prospectus").

The net proceeds from the Subsequent Offering will be applied for general
corporate purposes.

EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the rules on equal
treatment under Euronext Growth Rule Book Part II and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and the Board is of the opinion that
the transaction structure is in compliance with these requirements. 

The share issuance was carried out as a private placement in order for the
Company to complete the equity raise in a manner that is efficient and with a
significantly lower risk and without the significant discount to the trading
price compared to a rights issue. 

The Subscription Price was set on the basis of a publicly announced bookbuilding
process and thus reflecting market pricing of the shares, with a minimum price
of NOK 19.88 for up to NOK 200 million according to the subscription guarantee
agreed with AxSol to protect the Company's shareholders against unexpected
results resulting in high dilution. 

Further, the Subsequent Offering, if implemented, will secure that Eligible
Shareholders will receive the opportunity to subscribe for new shares at the
same subscription price as that applied in the Private Placement. 

On this basis, and based on an assessment of the current equity capital markets,
the Board has considered the proposed transaction structure to be in the common
interest of the Company and its shareholders.

Advisors
DNB Markets, a part of DNB Bank ASA, acts as manager for the Private Placement
and the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal
advisor to Otovo in relation to the Private Placement and the Subsequent
Offering.

For further queries, please contact: 
Andreas Thorsheim, Chief Executive Officer
Phone: [phone]

Petter Ulset, Chief Financial Officer
Phone: [phone] 
 
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Lars Ekeland, General Counsel, at the
date and time as set out above.

***

About Otovo: For homeowners, Otovo is the easiest way to get solar panels on the
roof, and batteries in the home. Otovo is a marketplace that organises hundreds
of local, vetted, high quality energy installers. The company uses its
proprietary technology to analyse the potential of any home and finds the best
price and installer for customers based on an automatic bidding process between
available installers.

Follow us on investor.otovo.com for reports, financial calendar, contact details
and more.

IMPORTANT NOTICE:

These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.

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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
transaction. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes
of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the
Company's shares. Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Company's shares and determining appropriate
distribution channels.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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.

This announcement is made by and, and is the responsibility of, the Company. The
Manager is acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. 

Neither the Manager 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 of the Company. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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© Oslo Bors ASA, source Oslo Stock Exchange