FSN CAPITAL SHAREHOLDERS AND CERTAIN SENIOR EXECUTIVES OF BYGGHEMMA ANNOUNCE THEIR INTENTION TO OFFER SHARES IN BYGGHEMMA GROUP FIRST AB TO EQT PUBLIC VALUE FUND AND OTHER INSTITUTIONAL INVESTORS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Press release

Stockholm, 11 November 2019, 17:30 CET

FSN CAPITAL SHAREHOLDERS AND CERTAIN SENIOR EXECUTIVES OF BYGGHEMMA ANNOUNCE THEIR INTENTION TO OFFER SHARES IN BYGGHEMMA GROUP FIRST AB (PUBL) TO EQT PUBLIC VALUE FUND AND OTHER INSTITUTIONAL INVESTORS

EQT Public Value Fund FCP-RAIF  (“EQT Public Value Fund”)[1] has declared its interest to acquire shares in Bygghemma Group First AB (publ) (“Bygghemma”) from FSN Capital Capital Shareholders (as defined below). In connection therewith, Carnegie Investment Bank AB (”Carnegie”) has been retained to explore the opportunity to sell approximately 27% of the issued share capital of Bygghemma to Swedish and international institutional investors (the “Share Sale”). The shares comprised by the Share Sale are owned by Builder IV Holdings Limited, Builder V Holdings Limited and FSN Capital Project Growth GP Limited (together, the “FSN Capital Shareholders”)[2] (representing in total approximately 25% of the issued share capital of Bygghemma), as well as by companies controlled by Martin Edblad (CEO of Bygghemma), by Mikael Olander (COO of Bygghemma) and by Peter Rosvall (Head of New Markets of Bygghemma) (representing in total approximately 2% of the issued share capital of Bygghemma).

The FSN Capital Shareholders currently hold 58,015,959 shares in Bygghemma, representing 54% of the total number of shares and votes in the company. Martin Edblad currently holds (indirectly through companies) 2,058,524 shares in Bygghemma, Mikael Olander currently holds 5,864,954 shares in Bygghemma and Peter Rosvall currently holds (indirectly through companies) 2,061,364 shares in Bygghemma.

EQT Public Value Fund has declared its commitment to acquire 18,252,632 shares in the Share Sale process, representing 17% of the total number of shares and votes in Bygghemma, at a price of SEK 47.5 per share. The remaining shares comprised by the Share Sale will be offered to other institutional investors at the same price per share (SEK 47.5). The Share Sale process commences today, 11 November 2019, at 17:30 CET and may close at any time on short notice.

Carnegie acts as global coordinator and sole bookrunner in connection with the Share Sale.

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. 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 SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN 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. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") (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 REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS THE PROSPECTUS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.

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.

IN CONNECTION WITH THE SHARE SALE, THE BOOKRUNNER AND ANY OF ITS AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT SUCH SHARES. IN ADDITION, THE BOOKRUNNER OR ITS AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE BOOKRUNNER (OR ITS AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE BOOKRUNNER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.

THE BOOKRUNNER IS ACTING ON BEHALF OF THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE SHARE SALE AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE SHARE SALE.

[1]       EQT Fund Management S.à r.l. acting in its own name as the management company (société de gestion) of EQT Public Value Fund FCP-RAIF and on behalf of EQT Public Value Fund FCP-RAIF, in its capacity as the controlling shareholder of EQT Public Value Investments S.à r.l., which is the legal owner of the shares in Bygghemma.

[2]       FSN Capital GP IV Limited acting in its capacity as general partner for and on behalf of each of FSN Capital IV L.P., FSN Capital IV (B) L.P. and FSN Capital IV Invest L.P. through its wholly owned subsidiary Builder IV Holdings Limited, FSN Capital GP V Limited acting in its capacity as general partner for and on behalf of each of FSN Capital V L.P., FSN Capital V (B) L.P. and FSN Capital V Invest L.P. through its wholly owned subsidiary Builder V Holdings Limited, and FSN Capital Project Growth GP Limited acting in its capacity as general partner of FSN Capital Project Growth Co-Investment LP.