PROPOSED PLACING OF SHARES IN AHLSELL AB (PUBL)
LAUNCH PRESS RELEASE
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement contains inside information.
PROPOSED PLACING OF SHARES IN AHLSELL AB (PUBL)
16 May 2017
Keravel S.à r.l., a company indirectly owned by CVC European Equity Fund V and CVC European Equity Tandem Fund (“ Keravel ”), announces its intention to sell approximately 75 million shares in Ahlsell AB (publ) (the “ Company ”) (approximately 17.2% of the share capital of the Company) through a placing to institutional investors (the “ Placing ”). The Company will not receive any proceeds from the Placing.
The Placing is being conducted by way of an accelerated bookbuild (the “ Placing ”), which will be launched immediately following this announcement. Carnegie Investment Bank AB, Goldman Sachs International and Nordea Bank AB (publ) are acting as Joint Bookrunners on the transaction.
The Placing Shares, in all respects, rank pari passu with the Company's ordinary shares.
The results of the Placing will be announced as soon as practicable after the close of the bookbuild process. The timing for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Joint Bookrunners and Keravel.
Keravel has agreed to a 90-day lock-up period with respect to sales of additional shares of the Company, subject to certain exceptions, including sales and transfers with one or more investors on the basis of individually negotiated agreements.
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares 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 Placing Shares in such jurisdiction. No action has been taken by Keravel, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions 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.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Keravel, the Joint Bookrunners or any of their respective affiliates.
The 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 in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is 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 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”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
Goldman Sachs International, Carnegie Investment Bank AB and Nordea Bank AB (publ) are acting for Keravel only in connection with the Placing and will not will not be responsible to anyone other than Keravel for providing the protections offered to the respective clients of the Joint Bookrunners, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in the United States, Canada, Australia, South Africa, Japan or 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.