Elektroimportøren AS: Waiver agreement and trading update
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SECURITIES DESCRIBED HEREIN.
Oslo, 14 June 2023: Elektroimportøren AS ("Elektroimportøren" or the "Company")
has agreed amendments of its covenants with its bank, DNB Bank ASA (the "Waiver
Agreement") and updates the market on current trading and outlook in order to
facilitate an equity raise of up to NOK 120 million as announced separately.
The Company has in place bank facilities of NOK 515 million with DNB Bank ASA
(the "Senior Facilities Agreement"). The only existing covenant pursuant to the
Senior Facilities Agreement is NIBD/EBITDA (NGAAP) measured quarterly, which
shall not be higher than 3.5x in Q1, 3.5x in Q2, 3.5x in Q3 and 3.0x in Q4.
As communicated at the Q1 2023 reporting, Elektroimportøren's markets have been
challenging driven by low consumer confidence and reduced demand in general. In
addition, Elektroimportøren has experienced significantly lower sales of Easee
EV chargers due to the sales ban by The National Electrical Safety Board in
Sweden from March 2023 and a mix effect towards B2B, solar and SpotOn which
results in lower gross margins.
On 12 June 2023, The Norwegian Communications Authority announced that it will
not object to the decision by the National Electrical Safety Board in Sweden to
prohibit the sale of Easee EV chargers. Consequently, it will no longer be
allowed to sell the current versions of the Easee EV chargers in Norway. By the
end of May 2023, the Company has sold Easee EV chargers for approximately NOK 21
million with a gross margin of approximately 10% in Norway. The Company has an
inventory of Easee chargers of NOK 21 million, of which NOK 10 million has not
yet been paid. The Company is in dialogue with Easee regarding the handling of
the inventory and it looks like there will be a good solution for this, but
there is still a risk that the Group in Q2 2023 must write down a major part of
the inventory of Easee chargers with a net value of NOK 11 million.
Further, for Q2 2023, the Company expects sales of NOK 300 - 350 million and
EBITDA of NOK 23 - 28 million (not including the effects of the potential
inventory write-down) for the group. The gross margin is expected to be somewhat
higher than last year offset by cost increases in Q2 2023. Cost reductions have
been implemented during Q2 as communicated in the Q1 reporting, but these cost
reductions will not have any significant impact before H2 2023.
Norway: For H2 2023, Elektroimportøren expects the challenging market conditions
to continue. The Company's current expectation is that H2 2023 sales will be
broadly in line with 2022, but with lower gross margin due to higher share of
solar and SpotOn sales at lower gross margins. EBITDA margin is consequently
expected to be lower for H2 2023 compared to the same period in 2022, but higher
than the margin in Q1 2023.
Sweden: Online sales are down compared to last year and the new store is
progressing slower on sales than expected. Both professional customers and
consumers that visit the store are embracing the concept but too few customers
are visiting. Market activities are in place to improve the awareness of the new
concept for all customers groups. B2B sales representative will be in place
after summer. EBITDA contribution in Sweden for H2 2023 is expected to be
With the cost reduction initiatives implemented, continued traction within solar
and the foundation built in Sweden, Elektroimportøren believes it will be well
positioned for 2024.
However, as a result of the challenging market conditions, the outlook indicates
that the Company would risk a covenant breach in Q2 2023. Therefore, the Company
has agreed the Waiver Agreement with the bank on new interim covenants for the
period until Q2 2024. Under the Waiver Agreement, the NIBD/EBITDA (NGAAP)
covenant will be increased to maximum 4.5x in Q2 2023 and 4.0x from Q3 2023
until Q2 2024. Thereafter it will revert back to the original covenant. Further,
the Company may not utilize its Capex facility until it has proven compliance
with the covenants per Q3 2024. The parties have also agreed that the
NIBD/EBITDA (NGAAP) covenant measurement shall be subject to certain
adjustments. Finally, the Company will be subject to a minimum cash liquidity
covenant of NOK 40 million (including cash and unused overdraft facility).
The Waiver Agreement is subject to the Company raising a gross amount of minimum
NOK 100 million in new equity to strengthen the balance sheet and final
documentation. The gross proceeds will remain with the Company and will not be
used for repayment of debt. A separate news release related to the contemplated
private placement will be released.
For further information, please see the attached Company presentation.
For more information, please contact:
CEO Elektroimportøren AS
+47 934 67 067
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 MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Jørgen Wist, Chief
Financial Officer at Elektroimportøren AS on 14 June 2023 at 16:30 CEST.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager nor any of its respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
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publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan, The
Hong Kong Special Administrative Region of the People's Republic of China, South
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failure to comply with these restrictions may constitute a violation of the
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This announcement is not an offer for sale of securities in the United States.
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 "U.S.
Securities Act"), and may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission or an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any securities referred to herein
in the United States or to conduct a public offering of securities in the United
Any offering of the securities referred to in this announcement will be made by
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Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
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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).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 to relevant persons and will be engaged in only with relevant
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This announcement is made by, and is the responsibility of, the Company. The
Manager and their affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended