Accelerated bookbuild offering of 3.4 million existing class B shares in Loomis AB (publ)

This communication is for your use only, and may not be copied or forwarded to any other person. Citigroup and Carnegie are acting for the seller(s) and nobody else in relation to the matters referred to herein, and will not be responsible to anyone other than the seller(s) for providing advice or protections afforded to clients in relation to any of the matters referred to in this email or in any related discussions between us. By receiving this e-mail, you agree to comply with the restrictions set forth herein. No offering document is being prepared in relation to any offering mentioned herein.

The securities mentioned herein are not being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may be offered and sold solely to (a) persons outside the United States pursuant to and as defined in Regulation S, and (b) persons in the United States that are “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

This communication is only directed at, and being distributed to, (i) persons in any member state of the European Economic Area who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (and amendments thereto to the extent implemented in the relevant member state); or (ii) persons in the United Kingdom who (A) have professional experience in matters relating to investments (i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”)), are high net worth entities falling within the meaning of Article 49(2)(a) to (d) of the Order or are persons to whom it can otherwise be lawfully distributed and (B) are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000 (such persons referred to in this sub-paragraph (ii) being “relevant persons”). This communication must not be acted on or relied on (a) in the United Kingdom by persons who are not relevant persons, or (b) in any member state of the European Economic Area (other than the United Kingdom), by persons who are not Qualified Investors. Any investment or investment activity referred to in this release is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom and (2) Qualified Investors and other persons who are permitted to purchase securities pursuant to an exemption from the Prospectus Directive and other applicable legislation, in any member state of the European Economic Area (other than the United Kingdom).

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a product approval process which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

PRESS RELEASE

Accelerated bookbuild offering of 3.4 million existing class B shares in Loomis AB (publ)

Further to the announcement released on 11 March 2019, Carnegie Investment Bank AB (publ) ("Carnegie") and Citigroup Global Markets Limited (“Citi”) announce that the sale of 3,428,520 class B shares in Loomis AB (publ) ("Loomis" or the “Company”), representing approximately 4.6% of the share capital in Loomis (the "Transaction"), has been successfully completed. The shares were sold at SEK 315 per share, equating to gross proceeds of approximately SEK 1.1 billion.

The proceeds of the Transaction are payable in cash on usual settlement terms, and closing of the Transaction is expected to occur on a T+2 basis on 14 March 2019 (using class B shares borrowed by Citi for this purpose). Carnegie and Citi are acting as joint global coordinators and joint bookrunners in the Transaction.

As previously disclosed to the market, and in conjunction with the Transaction, Citi (being the principal (Sw. kommittent)) acting through Carnegie (as commissioner (Sw. kommissionär)) on behalf of Citi) has acquired all 3,428,520 class A shares in the Company from the holders of class A shares. The class A shares will be converted to class B shares
in accordance with the Company’s articles of association.

Through the acquisition of the class A shares Citi will, temporarily until the conversion into class B shares is complete, hold 32.3% of the votes in Loomis. For this reason, Citi intends to make a shareholder notification (Sw. flaggning) stating that in excess of 30% of the votes in Loomis are controlled by Citi, and upon conversion of the class A shares into class B shares, Citi intends to make a corresponding shareholder notification announcing that it then controls less than 5% of the votes in Loomis. Both notifications are made solely in respect of the class A shares held in connection with the Transaction which, following conversion into class B shares, will be returned to the lenders of the class B shares used to settle the Transaction.

Due to Citi’s temporary holding of 32.3% of the votes in Loomis, Citi would be required to make a mandatory offer for all outstanding shares in Loomis (Sw. budpliktsbud) within four weeks. As the class A shares will be converted into class B shares, the obligation to make such mandatory offer will cease and Citi does not intend to make any mandatory offer.

About Us

Carnegie is the leading and independent Nordic investment and private bank. Our operations within Corporate Finance, Securities, and Wealth Management are among the market leaders within their respective sectors. Together, they build an unbeatable combination of integrated knowledge, guiding our clients towards better business. Carnegie operates in seven countries and has approximately 650 employees.

Subscribe

Documents & Links