MARCH 11 2015
This press release may not, directly or indirectly, be distributed or published in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, or any other jurisdiction where to do so may constitute a violation of applicable laws and regulations or require further filings or other measures in addition to those required under Swedish law. The offer is not directed to such persons whose participation is conditional upon the performance of a prospectus, registration or other procedures in addition to those prescribed by Swedish law.
Cidron Delfi Limited, a company based in Jersey, Channel Islands and in the ownership of Nordic Capital Fund VII 1), (the "Acquirer"), makes a non-binding offer (the "Offer") to purchase bonds issued by Orc Group Holding AB (publ) from certain holders for cash consideration.
The Offer
The Acquirer offers to purchase for cash consideration up to EUR 20 million in nominal amount (the "Maximum Amount") of the Orc Group Holding AB (publ) (previously Cidron Delfi Intressenter AB (publ)) EUR 60 million 8.5% 2012/2017 bonds with ISIN SE0004872851 (the "Bonds") from holders of the Bonds. The offered cash consideration (the "Purchase Price") is 96.5 per cent of the nominal amount plus accrued but unpaid interest.
The Offer commences at 8.00 CET on 11 March 2015 and will expire at 12:00 CET on 18 March 2015, unless extended or withdrawn at the sole discretion of the Acquirer. No submissions after the expiration date will be valid.
Each holder who wishes to sell Bonds in the Offer should contact Skandinaviska Enskilda Banken AB (publ) as set forth below under heading "Dealer manager". A holder may sell all or a portion of its Bonds in the Offer.
The Offer is non-binding on the Acquirer and the Acquirer further reserves the right, but is under no obligation, to increase or decrease the Maximum Amount. The Acquirer will in its sole discretion allocate its acceptance of Bonds tendered and may consider factors such as timing and size of submissions in the allocation process.
Bondholders who do not participate in the Offer, or whose Bonds are not accepted for purchase by the Acquirer, will continue to hold their Bonds subject to the relevant conditions.
Under the Terms and Conditions of the Bonds, the Acquirer in its capacity as Affiliate, as defined therein, will not be entitled to voting rights in matters requiring Bondholders' consent.
Summary / Preliminary timetable
Offer commences 8.00 CET on 11 March 2015
Offer expires 12:00 CET on 18 March 2015
Settlement date Expected to be on 25 March 2015
Purchase Price 96.5 per cent of the nominal amount plus accrued but unpaid interest (non-binding offer)
Dealer manager
Skandinaviska Enskilda Banken AB (publ) is acting as dealer manager for the Offer. Each holder of Bonds that wishes to tender Bonds in the Offer or who otherwise has questions should contact the Sales desk, Stefan Mattson (bondapplication@seb.se, +46 8 506 230 58).
Governing Law
The Offer shall be governed by and interpreted in accordance with Swedish law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance.
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11 March 2015
CIDRON DELFI LIMITED
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About the Nordic Capital Funds
Nordic Capital private equity funds have invested in mid-market companies primarily in the Nordic region since 1989. Through committed ownership and by targeting strategic development and operational improvements, the Nordic Capital Funds enable value creation in their investments. Nordic Capital Funds invest in companies in Northern Europe and in selected investment opportunities internationally. The capital is principally provided by international institutions such as pension funds. Nordic Capital Funds are based in Jersey, Channel Islands, and are advised by the NC Advisory companies in Sweden, Denmark, Finland, Norway, Germany and the UK. Nordic Capital Fund VII, the ultimate beneficial owner of the Orc Group, has EUR 4.3 billion in committed capital. For further information please see www.nordiccapital.com.
Offer restrictions
The Offer is not being made and will not be made directly or indirectly in (or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of) Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America or any other country in which it may not be made without authorisation from the relevant authorities (collectively the "Restricted Countries"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of Offer documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States or any of the Restricted Countries.
Persons receiving such documents (including without limitation, custodians, trustees, and nominees) must not distribute, send or mail them in, into or from the United States or the Restricted Countries or use the U.S. mail or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer.
Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
This document is not an offer to sell securities in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America or any other Restricted Country.
Skandinaviska Enskilda Banken AB (publ) is acting as financial adviser to the Acquirer in the Offering and no one else. Skandinaviska Enskilda Banken AB (publ) will not be responsible to any holder of Bonds for providing advice in relation to the Offer. Skandinaviska Enskilda Banken AB (publ) has not assumed any obligation to independently verify, and disclaims any liability with respect to, the information herein.
1) "Nordic Capital Fund VII" refers to Nordic Capital VII Limited, acting in its capacity as General Partner of Nordic Capital VII Alpha, L.P. and Nordic Capital VII, Beta L.P and its co-investors.