Tokmanni Group Corporation: Announcement of a change in shareholding according to Chapter 9, Section 10 of the Finnish Securities Market Act

29 April 2016

Tokmanni Group Corporation - Announcement of a change in shareholding according to Chapter 9, Section 10 of the Finnish Securities Market Act

Not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore.

Tokmanni Group Corporation (the "Company") has today received a notification from Cidron Disco S.à r.l. ("Cidron", a company ultimately owned by Nordic Capital Fund VII1, together with associated co-investment vehicles) according to which Cidron's direct holding in the Company fell below the threshold of 25 percent and holding in the Company through financial instruments increased above the threshold of 30 percent on 29 April 2015.

Total positions of Cidron:

  % of shares and voting rights
(total of A)
% of shares and voting rights through financial instruments (total of B) Total of both in %
(A + B)
Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 24.67 % 36.85 % 61.52 % 45,597,449
Position of previous notification (if applicable) N/A N/A N/A  

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights

Class/type of shares Number of shares and voting rights % of shares and voting rights
ISIN code (if possible) Direct
(SMA 9:5)
Indirect
(SMA 9:6 and 9:7)
Direct
(SMA 9:5)
Indirect
(SMA 9:6 and 9:7)
FI4000197934 11,248,874 N/A 24.67 % N/A
SUBTOTAL A 11,248,874 24.67 %

_________
1              "Nordic Capital Fund VII" refers to Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P., for which Nordic Capital VII Limited acts as General Partner. 

B: Financial instruments according to the Finnish Securities Market Act 9:6a

Type of financial instrument Expiration date Exercise/ Conversion period Physical or cash settlement Number of shares and voting rights % of shares and voting rights
Primary Share Lending Agreement 4 May 2016 N/A Physical settlement 13,271,303 29.11 %
Share Lending Agreement 28 May 2016 N/A Physical settlement 3,532,124 7.75 %
      SUBTOTAL B 16,803,427 36.85 %

To facilitate delivery of shares against payment therefor in the institutional offering of the Company, Cidron has on 29 April 2016 entered into a primary share lending agreement with Nordea Bank Finland Plc ("Nordea"). Under the primary share lending agreement, Cidron lent to Nordea 13,271,303 existing shares corresponding to the number of new shares allocated by the Company to institutional investors in the institutional offering to be delivered against payment therefor on or about 3 May 2016 through Euroclear Finland Ltd. Following such delivery, a corresponding amount of new shares will be issued by the Company to Nordea after receipt by the Company from Nordea of the subscription price for the new shares and such new shares are registered in the Trade Register on or about 3 May 2016. Promptly thereafter, Nordea will deliver such shares to Cidron to return the lent shares. As a result of such share issue by the Company, the total number of shares in the Company will increase to 58,868,752 shares. After Nordea has returned the lent shares, Cidron's direct holding in the Company will be 24,520,177 shares, corresponding to 41.65 percent of the shares and voting rights in the Company.

In addition, Cidron has on 29 April 2016 entered into a share lending agreement with Goldman Sachs International ("Goldman Sachs") to cover the overallotments in the initial public offering of the Company. Under the share lending agreement, Cidron lent to Goldman Sachs 3,532,124 existing shares. Goldman Sachs has an obligation to return the lent shares by 30 May 2016, unless Goldman Sachs wholly or partially exercises its over-allotment option granted by Cidron in connection with the initial public offering, which exercise will offset the obligation to return on a share-for-share basis. If all lent shares are returned to Cidron, Cidron's direct holding in the Company will be 28,052,301 shares, corresponding to 47.65 percent of shares and voting rights in the Company (assuming that the total number of shares in the Company will be 58,868,752 shares).

On 27 April 2016, the Finnish Financial Supervisory Authority granted an exemption to Cidron pursuant to which the redelivery of the lent shares by the borrower banks do not create an obligation for Cidron to commence a mandatory tender offer under Chapter 11 of the Finnish Securities Market Act if Cidron's holdings of shares and voting rights in the Company, as a result of redelivery of the lent shares, increases above a threshold of voting rights carried by the shares of the Company that triggers a mandatory tender offer obligation (30 percent and/or 50 percent).

Cidron's relevant direct holding in the Company before the entry into the above-mentioned share lending agreements was 28,052,301 shares.

For further information

Joséphine Mickwitz, Head of IR and Communications, tel: +358 20 728 6535

About Tokmanni

Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2015, Tokmanni's revenue was EUR 755 million and on average it had approximately 3,200 employees. Tokmanni is the only nationwide general discount retailer in Finland, with 156 stores across Finland as at 31 December 2015. Tokmanni conducted an extensive brand harmonisation project between 2013 and 2015, unifying all of its stores under the Tokmanni brand. The brand harmonisation project was completed in October 2015. Based on a survey commissioned by Tokmanni from TNS Gallup in autumn 2015, approximately 42 percent of adult Finns visit a Tokmanni store at least once a month.

Tokmanni's value proposition combines an attractive and wide product assortment at low prices supported by a good in-store customer experience. Tokmanni offers its customers a broad assortment of products across six product categories: home cleaning and personal care; groceries; clothing; tools and electrical equipment; home, decoration and garden; as well as leisure and home electronics. Tokmanni's product assortment includes A-brand products from leading manufacturers, Tokmanni's private label products, licensed brand products and non-branded products.

Tokmanni employs a cost-efficient operating model with a focus on efficiency across the entire value chain from factory to customer. Tokmanni aims to maintain a low-cost base through centralised sourcing and an effective supply chain. Tokmanni manages its inventory centrally from its distribution centre located in Mäntsälä, Finland. Tokmanni's headquarters is also located in Mäntsälä.

Important Notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement may be subject to change.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa or Singapore or any other jurisdiction where to do so would constitute violation of the relevant laws of such jurisdiction.

This announcement is not a prospectus for the purposes of Directive 2003/71/EC (such directive, as amended, together with any applicable implementing measures in the relevant member state of the European Economic Area under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive and approved by the Finnish Financial Supervisory Authority has been published and can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.

This announcement does not contain or constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

This announcement is directed only at: (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (the "Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) are high net worth entities falling within Article 49 of the Order; and (C) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

None of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The Managers are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.

FCA/ICMA Stabilisation

This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Nasdaq Helsinki will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the Offering for the entity concerned.

Each of the Managers and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the final prospectus, once published, to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the Managers and any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.

No representation or warranty, express or implied, is given by or on behalf of the Managers or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement, and no liability is accepted for any such information or opinions. Each of the Managers or any such persons' directors, officers, employees or affiliates or any other person disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.

About Us

Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2017, Tokmanni’s revenue was EUR 797 million and on average it had approximately 3,200 employees. Tokmanni is the only nationwide general discount retailer in Finland, with 175 stores across Finland as at 31 December 2017.

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