No. 7/2014
With reference to announcement no. 3 dated 13 March 2014 regarding the result of the initial public offering of shares in ISS A/S (the “Offering”), ISS hereby announces the receipt of the following notifications pursuant to section 29 of the Danish Securities Trading Act regarding the existing direct and indirect major shareholders’ holding of shares in ISS A/S:
- On 13 March 2014 and subject to completion of the Offering, FS Invest II S.à r.l., which up until now has been ISS A/S’ sole direct shareholder, has reduced its stake as a consequence of the following transactions, which are further described in the offering circular published by ISS A/S on 3 March 2014 (the “Offering Circular”):
- the sale of 1,000,000 ISS shares by FS Invest II S.à r.l. in connection with the Offering,
- the transfer of 2,017,610 ISS shares in connection with the reorganisation of the ownership structure of FS Invest II S.à r.l. resulting in Ontario Teachers’ Pension Plan Board and KIRKBI Invest A/S holding a direct ownership interest in ISS A/S as well as termination of the directors participation programme, the management participation programme and the co-investment scheme (the “Selling Shareholder Reorganisation”),
- the lending of 7,683,737 ISS shares made available by FS Invest II S.à r.l. to the managers in the Offering under a share lending agreement for purposes of delivery of shares to investors in connection with the overallotment option, and
- the dilution resulting from the increase of the share capital of ISS A/S in connection with the issue of new shares in the Offering.
Following settlement of the above transactions and the completion and registration of the capital increase of ISS A/S in connection with the Offering, which are each expected to take place on 18 March 2014, FS Invest II S.à r.l.’s holding of shares in ISS A/S will total 89,526,625 shares of a nominal value of DKK 89,526,625, corresponding to 48.22% of the share capital and 48.22% of the voting rights in ISS A/S.
FS Invest II S.à r.l. is a wholly owned subsidiary of FS Invest S.à r.l. After the completion of the Selling Shareholder Reorganisation, referred to under item ii) above, FS Invest S.à r.l. will in turn be owned and controlled by the EQT Funds (funds known as EQT III and EQT IV together with parallel co-investment vehicles or schemes managed by EQT, being the general partners and managers of the EQT branded funds) and certain funds advised by affiliates of The Goldman Sachs Group, Inc. as further described in the Offering Circular.
- Following the completion and settlement of the Selling Shareholder Reorganisation and the registration of the capital increase of ISS A/S in connection with the Offering, which are each expected to take place on 18 March 2014, 2337323 Ontario Limited will no longer hold an indirect stake in ISS A/S as its indirect stake will be transferred to its parent company Ontario Teachers’ Pension Plan Board, whose direct holding of shares in ISS A/S will total 24,650,748 shares of a nominal value of DKK 24,650,748, corresponding to 13.28% of the share capital and 13.28% of the voting rights in ISS A/S.
- Following the completion and settlement of the Selling Shareholder Reorganisation and the registration of the capital increase of ISS A/S in connection with the Offering, which are each expected to take place on 18 March 2014, KIRKBI Invest A/S’ direct holding of shares in ISS A/S will total 10,564,599 shares of a nominal value of DKK 10,564,599, corresponding to 5.69% of the share capital and 5.69% of the voting rights in ISS A/S. KIRKBI Invest A/S is a wholly owned subsidiary of KIRKBI A/S.
For media enquiries Kenth Kærhøg, Head of Group Communications, +45 38 17 62 05
For investor enquiries Barbara Plucnar Jensen, Head of Group Treasury, +45 38 17 62 60 Martin Kjær Hansen, Treasury Manager, +45 38 17 64 31
