| Company announcement No. 13/2016 | Nets A/S Lautrupbjerg 10 DK-2750 Ballerup www.nets.eu Company Registration no. 37427497 27 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.
Completion of the offering and registration of share capital increase
With reference to company announcements no. 2/2016 dated 13 September 2016 and no. 5/2016 dated 23 September 2016, Nets A/S ("Nets") today announces the completion of its initial public offering and admission to trading and official listing of Nets on Nasdaq Copenhagen A/S (the "Offering" or the "IPO").
The Offering has today proceeded to completion and the admission to trading and official listing on Nasdaq Copenhagen today becomes unconditional. The offer shares allocated to investors in the form of temporary purchase certificates as described in company announcement no. 5/2016 dated 23 September 2016 have been settled and in connection herewith, the share capital increase of 36,666,667 new shares, each with a nominal value of DKK 1, has today been registered with the Danish Business Authority.
Following the share capital increase, the total nominal share capital of Nets is DKK 200,000,000, divided into 200,000,000 shares, each with a nominal value of DKK 1. Each share carries one vote at general meetings. Updated Articles of Association are available at www.nets.eu .
The shares comprised by the Offering (including the new shares) are delivered in the form of temporary purchase certificates under the temporary ISIN (DK0060745453). On 29 September 2016, the temporary purchase certificates will be automatically exchanged in VP SECURITIES A/S for a corresponding number of shares in Nets delivered under the permanent ISIN (DK0060745370). The last day of trading of the temporary purchase certificates will be 27 September 2016 and the first day of trading of the shares will be 28 September 2016. In connection with the automatic exchange, the temporary purchase certificates will cease to exist.
Accordingly, after trading has closed on Nasdaq Copenhagen on 27 September 2016, all future trading in Nets' shares on Nasdaq Copenhagen A/S will continue and settle under the permanent ISIN DK0060745370 under the symbol "NETS".
Bank syndicate and advisors
Deutsche Bank, Morgan Stanley and Nordea have been appointed to act as Joint Global Co-ordinators and Joint Bookrunners for the intended IPO. Danske Bank, DNB Markets, JPMorgan and UBS Investment Bank have been appointed to act as Joint Bookrunners. Carnegie, OP Corporate Bank, SEB, SpareBank 1 Markets and Sydbank Markets have been appointed to act as Co-Lead Managers. Lazard & Co. Limited is acting as financial advisor to Nets.
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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.
Lazard, which is authorised and regulated by FCA, is acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
