Result of placing of shares in Karnov Group AB (publ)
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
4 December 2019
Further to the announcement released earlier today in relation to a proposed placing of shares in Karnov Group AB (publ) (“Karnov”), Carnegie Investment Bank AB (publ) (“Carnegie”) announces that funds managed by Five Arrows Principal Investments II Holding S.à r.l (“FAPI”) have sold 19,386,640 shares in Karnov, representing 19.85% of the total number of shares and votes in the company, at a price of SEK 49 per share (the “Transaction”).
The price per share was determined through an accelerated bookbuilding process. Settlement of the Transaction is expected to be completed on or about 9 December 2019. Following settlement, FAPI1 will not hold any shares in Karnov.
Carnegie acted as Sole Bookrunner on the Transaction.
Rothschild & Co acted as the sole financial adviser to FAPI on the Transaction.
Karnov will not receive any proceeds from the Transaction.
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 to persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means 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 Transaction, Carnegie 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, Carnegie or its affiliates may enter into financing arrangements and swaps with investors in connection with which Carnegie (or its affiliates) may from time to time acquire, hold or dispose of shares. Carnegie 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.
Carnegie is acting on behalf of the seller and no one else in connection with the Transaction and will not be responsible to any other person for providing the protections afforded to clients of Carnegie or for providing advice in relation to the Transaction.
N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for FAPI and no-one else in connection with the Transaction. Rothschild & Co will not regard any other person as its client(s) in relation to the Transaction and will not be responsible to any person(s) other than FAPI for providing protections afforded to clients of Rothschild & Co nor for providing financial advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
No prospectus or offering document has been or will be prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction 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 any of FAPI, Carnegie, Rothschild & Co and/or any of their respective affiliates.
This announcement does not represent the announcement of a definitive agreement to proceed with the Transaction and, accordingly, there can be no certainty that the Transaction will proceed.
None of Carnegie, Rothschild & Co, nor any of their respective directors, officers, employees, affiliates, alliance partners, advisers and/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 this announcement) or any other information relating to Karnov or FAPI or any of their respective 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.
 Five Arrows Principal Investments II Holding S.à r.l, Five Arrows Co-Investments II Holding S.à r.l and RPO King S.C.A.