NNIT A/S: Initial public offering of NNIT A/S priced at DKK

Selskabsmeddelelse nr. 5/2015 Søborg, den 6. marts 2015 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL This is an announcement and does not constitute an offering circular. The offer to acquire securities pursuant to the offering is made, and any investor should make his or her investment decision, solely on the basis of information in the offering circular, as supplemented, made generally available in Denmark in connection with the offering and admission of such securities to trading and official listing on NASDAQ OMX Copenhagen A/S ("Nasdaq Copenhagen"). Copies of the offering circular as supplemented may be obtained by persons in Denmark from the Company's registered office and, subject to certain exceptions, through the website of the Company. Initial public offering of NNIT A/S priced at DKK 125 per offer share NNIT A/S ("NNIT" or the "Company") today announces the final offer price of DKK 125 per share for its initial public offering (the "IPO" or "Offering"). Admission to trading and official listing on Nasdaq Copenhagen of the shares of NNIT is expected to take place today, 6 March 2015, under the symbol "NNIT" (ISIN DK0060580512). Jesper Brandgaard, Chairman of NNIT and CFO of Novo Nordisk A/S commented: "We are very pleased with the successful IPO of NNIT, which we believe will strengthen NNIT's market position in both Denmark and internationally." Per Kogut, NNIT's CEO, commented: "NNIT is pleased to welcome our many new shareholders and we look forward to continuing our cooperation with our existing shareholder Novo Nordisk. Over the past weeks we have received positive feedback from investors who are confident and supportive of our business." Highlights of the Offering * The final offer price is set at DKK 125 per share, giving NNIT a market capitalisation of DKK 3,125 million * The Offering comprises a sale of 10,000,000 shares ("the Offer Shares"), with a nominal value of DKK 10 each, sold by the Company's sole shareholder, Novo Nordisk A/S ("Novo Nordisk" or "the Selling Shareholder") * There is an overallotment option of an additional 1,500,000 shares, granted by Novo Nordisk to the Joint Global Coordinators, on behalf of the Managers, exercisable in whole or in part until 4 April 2015 * Prior to any exercise of the overallotment option, the proceeds of the Offering will amount to DKK 1,250 million, and assuming the overallotment option is exercised in full, the proceeds of the Offering will amount to approximately DKK 1,438 million * Novo A/S and Novo Nordisk have entered into an agreement pursuant to which Novo A/S acquires 6,375,000 shares in NNIT, equivalent to 25.5% of NNIT's share capital, at the final offer price per share, equivalent  to a total purchase price of approximately DKK 796.9 million, subject to certain conditions, including completion of the Offering * NNIT and Novo Nordisk have entered into an agreement pursuant to which NNIT acquires 750,000 shares in NNIT, equivalent to 3% of NNIT's share capital, at the final offer price per share, equivalent to a total purchase price of approximately DKK 93.8 million. The acquisition is made in order for the Company to meet certain of its obligations to deliver shares to participants in the Company's share-based incentive programmes. In addition, 16,400 Offer Shares have been allocated to the members of the existing and new Board of Directors, and 145,700 Offer Shares to Group Management and certain other employees who participated in the launch incentive programme * The free float, representing the proportion of the share capital held by new investors, excluding Novo A/S, will be 40% prior to any exercise of the overallotment option and 46% assuming full exercise of the overallotment option (see also Appendix 1 (the "Pricing Statement")) * Novo Nordisk will, upon completion of the Offering, hold 7,875,000 NNIT shares, assuming no exercise of the overallotment option, equivalent to 31.5% of the share capital of NNIT. If the overallotment option is exercised in full, Novo Nordisk will hold 6,375,000 NNIT shares equivalent to 25.5% of the share capital of NNIT * The Offering attracted substantial interest from both Danish retail and Danish and international institutional investors and shares in NNIT have been allocated to more than 60,000 new investor accounts * Approximately 15% of the Offer Shares (excluding Offer Shares in the overallotment option) have been allocated to retail investors in Denmark and the remaining Offer Shares have been equally allocated between Nordic  and international institutional investors. Danish investors received the majority of the Offer Shares allocated to Nordic investors. In respect of orders for amounts of more than DKK 3 million, individual allocations have been determined by Novo Nordisk and NNIT in consultation with the Joint Global Coordinators and NNIT's Board of Directors. With respect to orders for amounts of up to and including DKK 3 million, reductions have been made mathematically - and all amounts of Offer Shares have been rounded down to the nearest whole number of Offer Shares - as follows: * Orders for up to and including 24 Offer Shares, corresponding to DKK 3,000, have been allocated in full; * Orders for 25 Offer Shares and up to and including 24,000 Offer Shares, corresponding to up to DKK 3 million, have not been allocated any shares Additional information Admission to trading and official listing on Nasdaq Copenhagen of the NNIT shares is expected to take place on 6 March 2015. The shares are issued under the permanent ISIN DK0060580512. The Company's shares will trade under the ticker code "NNIT". The Offer Shares are expected to be delivered on or about 10 March 2015 (the "Closing Date") against payment in immediately available funds in Danish kroner. The Offer Shares will be delivered in book-entry form on the Closing Date to investors' accounts with VP SECURITIES A/S and through the facilities of Euroclear Bank S.A./N.A., as operator of the Euroclear System and Clearstream Banking, S.A. Further details of the Offering may be found in the Pricing Statement attached as Appendix 1 with information regarding Offering statistics, share capital and ownership structure. Novo Nordisk will receive all net proceeds from the Offering and the share sale transactions with Novo A/S and NNIT. Danske Bank A/S and Morgan Stanley & Co. International plc have been appointed to act as Joint Global Coordinators and Joint Bookrunners for the IPO.Skandinaviska Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige, is acting as Co-Lead Manager. Enquiries Media contacts: Robert Neimanas, Head of Communications: +45 3079 7480, rbnm@nnit.com Investor contacts: Jesper Wagener, Head of Investor Relations: +45 3075 5392, jvwa@nnit.com About NNIT NNIT A/S is one of Denmark's leading IT service providers and consultancies. NNIT A/S offers a wide range of IT services and solutions to its customers, primarily in the life sciences sector in Denmark and internationally and to customers in the public, enterprise and finance sectors in Denmark. As of 31 December 2014, NNIT A/S had more than 2,400 employees. For more information please visit www.nnit.com. Important notice This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by NNIT A/S (the "Company"). Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. In any member state of the European Economic Area ("EEA Member State"), other than Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this announcement is only addressed to and is only directed at investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering circular, including qualified investors within the meaning of the Prospectus Directive as implemented in each such EEA Member State. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A. In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").  Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase any securities in the Company, except on the basis of information in the offering circular, as supplemented, published by the Company in connection with the offering and admission of such securities to trading and official listing on NASDAQ OMX Copenhagen A/S. Copies of the offering circular, as supplemented, are available from the Company's registered office and, subject to certain exceptions, on the website of the Company. The Joint Bookrunners and Co-Lead Manager and their affiliates are acting exclusively for the Company and Novo Nordisk A/S and no one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company and Novo Nordisk A/S for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the offering, the Joint Bookrunners and Co-Lead Manager and any of their affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the offering circular, as supplemented, to the shares being issued, offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, such Joint Bookrunners and Co-Lead Manager and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners and Co-Lead Manager 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. Stabilisation In connection with the offering, Danske Bank A/S and Morgan Stanley & Co. International plc (the "Stabilising Managers") (or agents acting on behalf of the Stabilising Managers) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail.  However, there is no assurance that the Stabilising Managers (or agents acting on behalf of the Stabilising Managers) will undertake stabilisation actions.  Any stabilisation action may begin on or after the date of commencement of trading and official listing of the securities on NASDAQ OMX Copenhagen A/S and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading and official listing of the securities. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement 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. [HUG#1899883]