| Company announcement No. 3/2016 | Nets A/S Lautrupbjerg 10 DK-2750 Ballerup www.nets.eu Company Registration no. 37427497 21 September 2016 |
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Nets A/S ("Nets" or the "Company") except on the basis of information in the offering circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen"). Copies of the offering circular are available at the Company's registered office and, subject to certain exceptions, through the website of the Company.
Early close of offering of shares in Nets With reference to company announcement no. 2/2016 dated 13 September 2016 and the offering circular dated 13 September 2016 in connection with Nets' initial public offering and admission of its shares to trading and official listing on Nasdaq Copenhagen (the "Offering"), Nets today announces an early close of its Offering to both institutional and retail investors.
The Offering to institutional and retail investors will close on 22 September 2016 at 11:00 CET. The early close of the Offering is due to the aggregate demand from institutional and retail investors exceeding the expected allocation of offer shares.
Information about the result of the Offering, including final offer price, the final number of sold offer shares and the allocation of shares, is expected to be announced on 23 September 2016. The first day of trading of the temporary purchase certificates is expected to be 23 September 2016 under the symbol "NETS TEMP" (ISIN DK0060745453). On 29 September 2016, the temporary purchase certificates is expected to be automatically exchanged in VP SECURITIES A/S for a corresponding number of shares in Nets delivered under the permanent ISIN (DK0060745370), which is expected to be admitted to trading and official listing under the symbol "NETS" on 28 September 2016.
Payment for and settlement of the offer shares delivered in the form of temporary purchase certificates are expected to take place on or around 27 September 2016 against payment in immediately available funds in Danish kroner.
Bank syndicate and advisors
Deutsche Bank, Morgan Stanley and Nordea are acting as Joint Global Co-ordinators and Joint Bookrunners. Danske Bank, DNB Markets, JPMorgan and UBS Investment Bank are acting as Joint Bookrunners. Carnegie, OP Corporate Bank, SEB, SpareBank 1 Markets and Sydbank Markets are acting as Co-Lead Managers. Lazard & Co. Limited is acting as financial advisor to Nets.
- Ends -
For additional information, please contact:
| Nets A/S Karsten Anker Petersen, Head of Group Communications Lars Østmoe, Head of Investor Relations | +45 29 48 78 83 +47 913 47 177 |
| Powerscourt Peter Ogden, Victoria Palmer-Moore, Karen Le Cannu | +44 (0) 20 7250 1446 |
Important notice
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Nets A/S (the "Company") in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement and the information contained herein are not for distribution in or into the United States of America. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The 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 within the United States absent registration or 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) in reliance on Rule 144A.
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 communication 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 memorandum, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA Member State.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities falling within Article 49(2)(a) - (d) of the Order (the persons described in (i) through (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement does not constitute an offering memorandum and nothing herein contains an of-fering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in the Offering Circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the Offering Circular are available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
In connection with the offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or 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 Com-pany or related instruments in connection with the offering or otherwise. Accordingly, references in the Offering Circular to the shares 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, such Managers and any of their affiliates acting as investors for their own accounts. The Managers 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.
In connection with the offering, Deutsche Bank AG, London Branch (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) 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 Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation. Any stabilisation action may begin on or after the date of commencement of trading and official listing of the securities on Nasdaq 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 that 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 ex-pressed 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.
