Exercise of over-allotment option and end of stabilisation period

Exercise of over-allotment option and end of stabilisation period

As announced in connection with the offering to acquire shares in the Company and the listing of the Company’s shares on Nasdaq Stockholm (the ”Offering”), Carnegie has, as stabilisation manager, had the option to carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the market.

Stabilisation transactions have been possible to effect on Nasdaq Stockholm, an OTC market or otherwise, at any time during the period commencing on the first day of trading in the shares on Nasdaq Stockholm, i.e. on 11 April 2019, and ending no later than 30 calendar days thereafter. Carnegie has, however, had no obligation to effect stabilising transactions and there has been no assurance that stabilising transactions would be undertaken. Further, stabilising transactions, if undertaken, could be discontinued at any time without prior notice. In no event could transactions be effected at levels above the price in the Offering (i.e. SEK 43 per share).

Carnegie has notified that stabilisation measures have been undertaken in respect of 4,240,345 shares in accordance with article 5(4) in the Market Abuse Regulation 596/2014. All transactions during the stabilisation period have been effected on Nasdaq Stockholm. The stabilisation period regarding the Offering has now ended and no further stabilising transactions will be effected. Below is a summary of the stabilisation transactions which have been undertaken during the stabilisation period. The contact person at Carnegie is Magnus Andersson (tel: +46 8 5886 8800).

In connection with the Offering, the Managers lent 9,077,015 existing shares in the Company from the Selling Shareholders[1] in order to cover any over-allotment in connection with the Offering. In addition, the Selling Shareholders provided the Managers with a so‑called over-allotment option, which has entitled the Managers, no later than 30 days from the first date of trading in the Company’s shares on Nasdaq Stockholm, to request to acquire 9,077,015 shares from the Selling Shareholders at a price corresponding to the price in the Offering (i.e. SEK 43,00 per share) to cover any over-allotment in the Offering and the obligation to redeliver lent shares in the Company to the Selling Shareholders. Since Carnegie has undertaken stabilisation transactions in respect of 4,240,345 shares in the Company, the Managers has today notified that the over-allotment option has been exercised in respect of 4,836,670 shares. The remaining 4,240,345 shares in the Company, which the Managers have lent from the Selling Shareholders in order to cover over-allotment in connection with the Offering, will therefore be returned.

For more information, please contact:

Mats Ödman, Head of Investor Relations
Telephone: +46 708 32 09 33
Email: mats.odman@karnovgroup.com

The information was submitted for publication at 8.30 p.m. CEST on 10 May 2019.

Important information

This announcement does not constitute an offer to sell or a solicitation of any offer to buy any securities of Karnov in any jurisdiction where such offer or sale would be unlawful.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any member state within the European Economic Area (“EEA”), other than Sweden or Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed to investors in that EEA member state who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.

This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein 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 offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities described herein in the United States.

The securities described here in have also not been and will also not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.

The offering of securities referred to in this announcement has been made by means of a prospectus. This announcement is not a prospectus for the purposes of the Prospectus Directive (together with any applicable implementing measures in any Member State). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

[1] The “Selling Shareholders” refers to Five Arrows Principal Investments II Holding Sàrl, Five Arrows Co-Investments II Holding Sàrl, General Electric Pension Trust, Torreal Sociedad de Capital Riesgo S.A., Torreal S.A., RPO King S.C.A. and Donal Smith.