NC Europris Holding B.V. has sold 54,619,558 shares in Europris ASA

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.