| Company announcement No. 7/2016 | Nets A/S Lautrupbjerg 10 DK-2750 Ballerup www.nets.eu Company Registration no. 37427497 23 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.
Stabilisation period begins
With reference to the offering circular published by Nets A/S ("Nets") on 13 September 2016 and company announcement no. 5/2016 dated 23 September 2016 regarding the result of the offering and the admission to trading and official listing of Nets on Nasdaq Copenhagen A/S (the "Offering"), Nets has received notification regarding the beginning of the stabilisation period from Deutsche Bank AG, London Branch, acting as stabilising manager in the Offering. Reference is made to the attached announcement from Deutsche Bank AG, London Branch.
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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 |
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.
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.
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 OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Pre-stabilisation Notice
Deutsche Bank AG, London Branch (Edward Sankey, telephone +44 (0)207 5458000) hereby gives notice that the Stabilisation Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Regulation (EC) 2016/1052 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.
| The securities: | |
| Issuer: | Nets A/S |
| Securities: | Ordinary shares (DK0060745370) and Temporary Purchase Certificates (DK0060745453) |
| Offering size: | 105,000,000 shares of DKK 1 nominal value each |
| Offer price: | DKK 150 per share |
| Associated securities: | N/A |
| Market: | Nasdaq Copenhagen |
| Ticker: | NETS (ordinary shares) NETS TEMP (Temporary Purchase Certificates) |
| Stabilisation: | |
| Stabilisation Manager: | Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom |
| Stabilisation period expected to start on: | 23 September 2016 |
| Stabilisation period expected to end no later than: | 22 October 2016 |
| Maximum size of over-allotment facility: | Up to 15,750,000 shares |
| Conditions of use of over-allotment facility: | May be exercised in whole or in part by the Stabilisation Manager, to the extent permitted by applicable law, at any time during the period commencing on 23 September 2016 and ending 30 calendar days thereafter |
| Overallotment Option: | |
| Exercise period: | 30 calendar days |
| Conditions of use of overallotment option: | May be exercised by the Stabilisation Manager, on behalf of the underwriters, in whole or in part from time to time solely to cover over-allotments or short positions in connection with the offering or stabilisation transactions |
In connection with this offering, the Stabilisation Manager may over-allot the 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 Stabilisation Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.
Important notice This announcement is for information purposes only and does not constitute or form part of, and should not be construed as, an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. The information contained in this announcement is restricted and is not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The offer and sale of the shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and the shares may not be offered or sold within the United States or to U.S. persons absent registration under the Securities Act or an exemption from registration. There will be no public offer of the securities referred to herein in the United States. The Securities may not be offered or sold in the United States except to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the Securities Act.
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 EEA 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.
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, persons that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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"). 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. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
