Notice of stabilisation measures
Skandinaviska Enskilda Banken AB (publ) (”SEB” or ”Global Coordinator”) notifies that stabilisation measures have been effected in Actic Group AB’s (publ) (“Actic” or the “Company”) shares on Nasdaq Stockholm.
Not for disclosure, distribution or publication, directly or indirectly, in or into the US, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore.
According to the announcement in connection to the offer to acquire shares in Actic and the listing of the Company’s shares on Nasdaq Stockholm (the “Offering”) the Global Coordinator may effect transactions on Nasdaq Stockholm aimed at supporting the market price of the shares at levels above or at the same level as those which might otherwise prevail in the open market.
Such stabilisation transactions may be effected at any time during the period that started on the date of commencement of trading in the share on Nasdaq Stockholm and ending not later than 30 calendar days thereafter. The Global Coordinator is, however, not required to undertake any stabilisation and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering.
In order to cover possible overallotments, Actic International S.à r.l. (the “Principal Owner”) further undertook, at the request of the Global Coordinator, to sell additional shares corresponding to a maximum of 15 percent of the number of shares comprised by the Offering (the “Over-Allotment Option”), entailing a maximum of 1,287,128 shares, at the price per share in the Offering which was SEK 50.50. The Over-Allotment Option may be exercised in full or in part for a period of 30 calendar days from the first day of trading in the shares on Nasdaq Stockholm.
SEB, as Global Coordinator, announces that stabilisation measures have been undertaken in accordance with article 5(4) in the Market Abuse Regulation 596/2014 as specified below. The contact person at SEB is Ben Jones (tel: +44 20 7246 4651).
|Issue:||Actic Group AB (publ)|
|Offer price:||50.50 SEK|
|Stabilisation manager||Skandinaviska Enskilda Banken AB (publ)|
(volume weighted average)
This information is information that Actic Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 19:30 CET on 28 April 2017.
For more information, please contact:
Niklas Alm, Head of Investor Relations, Actic
Telephone: + 46 708 24 40 88
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any shares or securities in the Company.
This announcement has not been distributed, and will not be distributed or by other means released in the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
This material does not comprise an offer for sale of securities in the United States. Securities may not be offered for sale or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified investors (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.
This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (this directive, together with any amendments therein and any applicable implementing measures in any Member State under this directive, is hereinafter referred to as the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.
In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only intended for and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can participate in the Offering without an approved prospectus in such EEA Member State.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be 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 are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in, only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its content.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are all statements that do not pertain to historical facts and events, and statements that are attributable to the future and may be identified by words such as “deem”, “assess”, “expect”, “await”, “wait”, “judge”, “assume”, “predict”, “can”, “will”, “shall”, “should or ought to”, “according to estimates”, “consider”, “may”, “plan”, “potential”, “calculate”, “as far as is known” or similar expressions suitable for identifying information that refers to future events. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations for the company’s operations and management, future growth and profitability, general economic and regulatory environment, and other circumstances which affect the company. Forward-looking statements are based on current estimates and assumptions, which are based on the company’s current intelligence. Such forward-looking statements are subject to risks, uncertainties and other factors which may result in actual results, including the company’s financial position, cash flow and profits, deviating considerably from the results which expressly or indirectly form the basis of, or are described in, the statements, or may result in expectations which, expressly or indirectly, form the basis of or are described in the statements not being met or turning out to be less advantageous compared to the results which, expressly or indirectly, formed the basis of or were described in the statements. The Company’s business is exposed to a number of risks and uncertainties which may result in forward-looking statements being inaccurate or an estimate or calculation being incorrect. Therefore, potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read the sections of the prospectus that include a more detailed description of factors which have an effect on the company’s business and the market in which the company operates.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.