MARCH 03 2017
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO
U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND
THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA,
CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
EPR - NC Europris Holding B.V. has sold 54,619,558 shares in
Europris ASA
Oslo, 3 March 2017: Reference is made to the stock exchange
announcement on 2 March 2017 regarding the potential sale of
shares in Europris ASA ("Europris", ticker "EPR") by NC
Europris Holding B.V. (an entity ultimately controlled by
Nordic Capital Fund VII ) ("Nordic Capital").
Nordic Capital has today sold all its 54,619,558 shares in
Europris, representing 32.71% % of the share capital and
voting rights in Europris, by way of an accelerated
bookbuilt offering to Norwegian and international investors.
The shares were sold at a price of NOK 35.00 per share.
Following the Sale, Nordic Capital owns no shares in
Europris. Nordic Capital is represented on the board of
directors of Europris.
Nordic Capital engaged Carnegie AS and DNB Markets, a part
of DNB Bank ASA, as joint bookrunners in the Sale
(the "Bookrunners"). Advokatfirmaet Selmer DA acted as legal
advisor to Nordic Capital.
IMPORTANT NOTICE
THIS INFORMATION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS
PURSUANT TO SECTIONS 4-2, 4-3 AND 5-12 OF THE NORWEGIAN
SECURITIES TRADING ACT.
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED
STATES. THE SHARES (AS DEFINED BELOW) 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 SOLD
IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT
BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.
ANY INVESTMENT DECISION TO BUY SHARES IN THE SALE MUST BE
MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION
WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE BOOKRUNNERS
OR NORDIC CAPITAL. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN
OFFER TO BUY SECURITIES OR INVESTMENTS IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY JURISDICTION WHERE
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS
BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES
OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY
SUCH JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH
HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT
MEMBER STATE"), OTHER THAN THE UNITED KINGDOM, THIS
ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS ADDRESSED
TO AND DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE
("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE
EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC
(AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING
DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER
STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN
THE RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD
AMENDING DIRECTIVE" MEANS DIRECTIVE 2010/73/EU. IN THE
UNITED KINGDOM THIS ANNOUNCEMENT IS ADDRESSED TO AND
DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"), (II) WHO ARE HIGH NET WORTH ENTITIES
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR
(III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED
KINGDOM AND QUALIFIED INVESTORS IN ANY RELEVANT MEMBER STATE
OTHER THAN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY
WITH SUCH PERSONS. OTHER PERSONS SHOULD NOT RELY OR ACT UPON
THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
IN CONNECTION WITH ANY OFFERING OF THE SHARES IN EUROPRIS
(THE "SHARES"), THE BOOKRUNNERS AND ANY OF THEIR AFFILIATES
ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP AS A
PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY
RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SHARES.
IN ADDITION THE BOOKRUNNERS OR THEIR AFFILIATES MAY ENTER
INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN
CONNECTION WITH WHICH THE BOOKRUNNERS (OR THEIR AFFILIATES)
MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES.
THE BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY
SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE
WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
THE BOOKRUNNERS ARE ACTING ON BEHALF OF NORDIC CAPITAL AND
NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES
AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR
PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE
BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO ANY
OFFERING OF THE SHARES.