Exercise of the over-allotment option
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
ABG Sundal Collier and Handelsbanken Capital Markets (“Joint Global Coordinators”) have notified Internationella Engelska Skolan i Sverige Holdings II AB (publ) (“IES” or the “Company”), Internationella Engelska Skolan i Sverige Holdings I AB (the ”Selling Shareholder”), a Company controlled by TA Associates, IES’ founder Barbara Bergström and parts of IES’ management and employees, that the over-allotment option has been exercised in full in respect of 1,501,875 existing shares in IES.
In connection with the initial public offering and listing of the Company’s shares on Nasdaq Stockholm (the “Offering”), the Selling Shareholder granted the Joint Global Coordinators the option to purchase up to 1,501,875 existing shares in the Company to cover over-allotments of shares in the Offering (the “Over-Allotment Option”). The Joint Global Coordinators have today exercised the Over-Allotment Option in full. No stabilization activities have been carried out since the listing, and due to the Company’s share price performance, the Joint Global Coordinators have decided to end the stabilization period.
Description of the Over-Allotment Option
An over-allotment option means that the Selling Shareholder in the IPO, if there is a large demand for shares, has the option to sell more shares in the offering. In this case the Over-Allotment Option meant that the Selling Shareholder, in line with what is stated in the prospectus, has sold an additional 1,501,875 existing shares in IES.
The Over-Allotment Option was issued in order to make it practically possible to carry out price stabilization transactions during the first 30 calendar days after the listing of IES’ shares. As the share price development has been good and stable no price stabilization transactions have been needed and the Joint Global Coordinators have today decided to terminate the stabilization period.
The use of the Over-Allotment Option has no effect for other existing shareholders.
For further information, please contact:
Johan Hähnel, Investor Relations at IES
Telephone: +46 (0)70 605 6334
This information was released for publication at 08.15 CET on 20 October 2016.
IES is one of the leading independent education providers in Sweden, with approximately 21,400 students across 30 schools at the start of the 2016/17 academic year, and with students from more than 50 percent of the country’s municipalities. IES’ schools cover grades 1 of compulsory school up to and including the third year of upper secondary school. The core focus is on grades 4–9, known internationally as middle school. Within the compulsory school segment, IES is the leading independent provider in terms of number of students and operates 9 of the 10 largest independent schools in Sweden.
IES has a clear profile, which is based on three core pillars:
- Command of the English language
- A safe and orderly school environment, in which teachers can teach and students learn
- High academic expectations and aspirations
Up to 50 percent of teaching is in English, mainly performed by native English-speaking teachers. More than 600 foreign teachers – mainly from Canada, the US and the UK – teach at IES’ schools.
This announcement is not and does not form a part of any offer for sale of securities.
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. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to 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 receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” "continue," “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.