Nordic Capital and Sampo announce intention to divest shares in NOBA Bank Group AB (publ)

NOT FOR PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Cidron Xingu SARL and Cidron Humber SARL, entities controlled by funds advised by Nordic Capital, and Sampo plc (the “Sellers”) announce that they are exploring the opportunity to sell approximately 50m shares that they own in NOBA Bank Group AB (publ) (“NOBA” or the “Company”) (the “Shares”) (the “Sale”) and that an accelerated bookbuilt offering of the Shares to institutional investors is launching post-market close today. The Sellers intend to sell pro-rata the total number of Shares being sold. This press release is not and does not constitute an offer to sell and there will be no public offering of the Shares in any jurisdiction.

Each of the Sellers is subject to lock-up arrangements which were agreed at the time of NOBA's initial public offering ("IPO") and described in NOBA's IPO prospectus. DNB Carnegie, Goldman Sachs Bank Europe SE and J.P. Morgan SE, who acted as the Joint Global Coordinators in the IPO, have agreed to waive the lock up agreement entered into with the Sellers in connection with the IPO. The timing of this transaction is driven by investors inquiring to buy more shares in NOBA and the desire to increase the liquidity of the share as a result of the enhanced free float.

DNB Carnegie, Goldman Sachs Bank Europe SE and J.P. Morgan SE are acting as joint global coordinators and joint bookrunners (the “Joint Global Coordinators”) on the accelerated bookbuilt offering.

The Sellers have undertaken to the Joint Global Coordinators not to transfer or dispose of any of its remaining holding of shares in the Company for 90 days after the settlement of the Sale, subject to certain customary exceptions and waiver by the Joint Global Coordinators. Settlement is expected on a T+2 basis. This new lock-up will also align more naturally with NOBA’s reporting calendar going forward.

Christopher Ekdahl, Partner at Nordic Capital Advisors and Board Member of NOBA; said;

“The transaction is being carried out against the backdrop of strong institutional interest and will increase the liquidity of the share as well as broaden the high-quality shareholder base. The successful IPO, the strong share price performance, and the continued strong financial and operational performance of NOBA provide clear validation of Nordic Capital’s strategy to build stable, long-term, successful companies with the ability to create lasting shareholder value.”

The accelerated bookbuilding process will commence immediately following this announcement and may be cancelled, extended or closed at any time on short notice at the discretion of the Sellers. The close of the bookbuild process and the results of the Sale will be announced as soon as practicable thereafter.

The Company will not receive any proceeds from the Sale

The contents of this announcement have been prepared by and are the sole responsibility of Cidron Xingu SARL, Cidron Humber SARL and Sampo plc.

IMPORTANT NOTICE

This announcement is not an offer of securities or investments for sale or a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States, Canada, South Africa, Australia or Japan. No action has been taken by the Sellers, the Joint Global Coordinators or any of their affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

This announcement is not an offer to sell, or solicitation of an offer to buy, any securities in the United States. the securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or pursuant to an exemption from the registration requirements under the Securities Act. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.

This announcement and any offer of Shares, if made subsequently, are only addressed to and directed at persons (1) in the EEA who are qualified investors within the meaning of Regulation (EU) 2017/1129 (“Qualified Investors”) and (2) in the United Kingdom who are qualified investors as defined in paragraph 15 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or are high net worth entities falling within Article 49(2)(a) to (d) of the Order or are persons to whom an offer of the Placement Shares may otherwise be lawfully communicated (all such persons being referred to as “Relevant Persons”). Persons who are not Qualified Investors or Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.

In connection with the sale of the Shares, any of the Joint Global Coordinators and any of their affiliates may take up a portion of the Shares in the Sale as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Sale or otherwise. Accordingly, references in this announcement to the Shares being sold, 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, any of the Joint Global Coordinators and any of their affiliates acting in such capacity. In addition, any of the Joint Global Coordinators and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Global Coordinators and any of their affiliates may from time to time acquire, hold or dispose of Shares. The Joint Global Coordinators 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.

A communication that a transaction is or that the book is “covered” (i.e., indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Global Coordinators. The Joint Global Coordinators reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Sellers, MiFID II requirements and in accordance with allocation policies.

None of the Joint Global Coordinators or any of their respective affiliates, nor any of their or their respective affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Sellers, the Company, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each of the Joint Global Coordinators is acting on behalf of the Sellers 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 any of its clients or for providing advice in relation to any offering of the Shares.