NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
Europris ASA - Mandatory notification of trade
Oslo, 21 July 2015. Reference is made to the stock
exchange announcement published today regarding end
of stabilisation and exercise of over-allotment
option in respect of the shares in Europris ASA
("Europris", the "Company", OSE ticker code: "EPR").
NC Europris Holding B.V. (an entity controlled by
Nordic Capital Fund VII) ("Nordic Capital") has today
sold 2,087,196 shares in Europris at a price of NOK
45 per share under the over-allotment option granted
to ABG Sundal Collier Norge ASA (on behalf of the
managers of Europris' initial public offering acting
as stabilisation manager). Nordic Capital is
represented on the board of directors of Europris.
Following the transaction, Nordic Capital owns
74,619,558 shares in Europris, representing 44.69%
based on a total number of outstanding shares of
166,968,888 shares.
Important Notice
Neither this announcement nor any copy of it may be
made or transmitted into the United States, or
distributed, directly or indirectly, in the United
States. Neither this announcement nor any copy of it
may be taken or transmitted directly or indirectly
into Australia, Canada, Japan or South Africa or to
any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any
failure to comply with this restriction may
constitute a violation of Australian, Canadian,
Japanese, South African or United States securities
laws. The distribution of this announcement in other
jurisdictions may be restricted by law and persons
into whose possession this announcement comes should
inform themselves about, and observe, any such
restrictions. This announcement does not constitute,
or form part of, an offer to sell, or a solicitation
of an offer to purchase, any securities in Australia,
Canada, Japan, South Africa or the United States or
in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
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 "Securities
Act"), or any securities laws of any state or other
jurisdiction of the United States and may not be
offered or sold within the United States except
pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the
Securities Act and in compliance with applicable
state law. There will be no public offer of the
securities in the United States.
This announcement 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 announcement
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 announcement must satisfy
themselves that it is lawful to do so.
This announcement is an advertisement and does not
constitute a prospectus for the purposes of the
Prospectus Directive. The expression "Prospectus
Directive" means Directive 2003/71/EC (as amended,
including by Directive 2010/73/EU), and includes any
relevant implementing measure in each Relevant Member
State. The prospectus prepared by the Company
pursuant to the Prospectus Directive and approved by
the competent authority in Norway (the "Prospectus")
can be obtained on the Company's website, subject to
regulatory restrictions. Investors should not
subscribe for any securities referred to in this
announcement except on the basis of information
contained in the Prospectus. Before purchasing any
shares of the Company, persons viewing this
announcement should ensure that they fully understand
and accept the risks set out in the Prospectus. The
information 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 or completeness. This announcement does
not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for any shares of
the Company or any other securities nor shall it (or
any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, any
contract therefor.
In any EEA Member State other than Norway that has
implemented the Prospectus Directive, this
communication is only addressed to and is only
directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.
Stabilization/FCA.
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", "strategy", "int
ends", "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. Each of the Company, the joint bookrunners
(the "Joint Bookrunners") of the Company's initial
public offering (the "Offering") and their respective
affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-
looking statement contained in this announcement
whether as a result of new information, future
developments or otherwise.
This announcement does not constitute any
recommendation concerning the shares of the Company.
The price and value of securities and any income from
them can go down as well as up. Past performance is
not a guide to future performance. Information in
this announcement or any of the documents relating to
the Company cannot be relied upon as a guide to
future performance. Potential investors should
consult a professional advisor as to the suitability
of an investment in the shares of the Company for the
entity concerned. Goldman Sachs International and
Merrill Lynch International each of which is
authorised by the Prudential Regulation Authority
("PRA") and regulated by the PRA and the Financial
Conduct Authority ("FCA"), ABG Sundal Collier Norge
ASA, which is authorised and regulated by the
Financial Supervisory Authority of Norway
(the "Norwegian FSA"), and Skandinaviska Enskilda
Banken AB (publ.), Oslo Branch, which is authorised
and regulated by the Swedish Financial Supervisory
Authority, i.e. Finansinspektionen, and the Norwegian
FSA, are acting exclusively for the Company and no
one else in connection with the Offering.
In connection with the Offering, the Joint
Bookrunners and any of their affiliates, may take up
a portion of the shares of the Company in the
Offering as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their
own accounts such securities and other securities of
the Company or related investments in connection with
the Offering or otherwise. Accordingly, references in
the Prospectus to the securities being issued,
offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or
dealing by, the Joint Bookrunners and any of their
affiliates acting as investors for their own
accounts. The Joint Bookrunners do not intend to
disclose the extent of any such investment or
transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of the Joint Bookrunners or any of their
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 information is subject to the disclosure
requirements pursuant to section 4-2 of the Norwegian
Securities Trading Act.