FEBRUARY 10 2017
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Cidron Disco S.à r.l ("Cidron", a company ultimately owned by Nordic Capital Fund VII1), together with associated co-investment vehicles) has sold part of its shares in Tokmanni Group Plc ("Tokmanni" or the "Company") in an accelerated book-building process (the "Share Sale"). Cidron sold 9,000,000 shares in the Company, corresponding to 15.29 percent of all shares and votes in Tokmanni. Cidron sold more shares than originally planned due to high demand. The upsized transaction was several times oversubscribed. The sale price in the Share Sale was EUR 9.00 per share and the gross sales proceeds of the Share Sale amounted to approximately EUR 81.0 million. After the Share Sale, Cidron owns 8,952,301 shares in the Company.
In connection with the Share Sale, Cidron has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to sell any shares in Tokmanni for a period ending April 26, 2017.
Carnegie Investment Bank AB ("Carnegie") and Nordea Bank AB (publ), Finnish Branch ("Nordea") acted as Joint Lead Managers in the Share Sale.
Katarina Janerud, Communication Manager
NC Advisory AB, advisor to the Nordic Capital Funds
tel: +46 8 440 50 69
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.
Both Carnegie and Nordea are acting exclusively for Cidron and no one else and they will not regard any other person (whether or not a recipient of this release) as their respective client in relation to the Share Sale. Carnegie and Nordea will not be responsible to anyone other than Cidron for providing the protections afforded to their respective clients and will not give advice in relation to the Share Sale or any transaction or arrangement referred to herein. Carnegie and Nordea assume no responsibility for the accuracy, completeness or verification of the information set forth in this release and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release. Nothing contained in this release is, or shall be relied upon as, a promise or representation as to the past or the future.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. This release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the Share Sale in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the Share Sale are subject to specific legal or regulatory restrictions in certain jurisdictions. Cidron assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Cidron has not authorized any offer to the public of securities in any Member State of the European Economic Area. The securities referred to in this release may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto).
This release is directed only at (i) persons who are outside the United Kingdom or (ii) persons 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 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.