Admission to trading on Nasdaq First North Bond Market Copenhagen

DLF Seeds A/S
CVR No. 62556013
(the "Issuer" or "DLF")

Company Description

Dated 22 November 2018
Issue of EUR 90,000,000
Callable Subordinated Capital Securities due 3018
 

NASDAQ FIRST NORTH DISCLAIMER

Nasdaq First North Bond Market is an alternative marketplace operated by an exchange within the Nasdaq group. Issuers on Nasdaq First North Bond Market are not subject to the same rules as Issuers on the regulated main market. Instead they are subject to a less extensive set of rules and regulations. The risk of investing in an Issuer on Nasdaq First North Bond Market may therefore be higher than investing in an Issuer on the main market. At least during the application process Issuers - except for Issuers whose securities are already admitted to trading on a regulated market or a Nasdaq First North market - applying for admission to trading of fixed income instruments on Nasdaq First North Bond Market shall have a Certified Adviser who monitors that the rules are followed. The Exchange approves the application for admission to trading.
  

NOTICE TO PROSPECTIVE INVESTORS

This Company Description (as defined below) has been prepared by the Issuer for the admission to trading on Nasdaq First North Bond Market of the Securities (as defined below).

This Company Description has been prepared on the basis that any offer of Securities in any member state of the European Economic Area which has implemented the Prospectus Directive (as defined below) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State (as defined below), from the requirement to publish a prospectus for offerings of Securities. Accordingly, any person making or intending to make an offer in a Relevant Member State of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any of the Joint Bookrunners (as defined below) to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Joint Bookrunner have authorized, nor do they authorize, the making of any offer of the Securities in circumstances in which an obligation arises for the Issuer or any Joint Bookrunner to publish or supplement a prospectus for such offer.

None of the Joint Bookrunners has authorised the whole or any part of this Company Description and has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Bookrunners as to the accuracy or completeness of the information contained in or incorporated by reference in this Company Description or any other information provided by the Issuer in connection with the Securities.

No person has been authorized by the Issuer or any Joint Bookrunner to give any information or to make any representation other than those contained in this Company Description in connection with the issue or sale of the Securities and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer or any Joint Bookrunner. The delivery of this Company Description at any time does not imply that there has been no change in our business or affairs of the Issuer, or any event reasonably likely to involve a change, since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof.

Neither the delivery of this Company Description nor the offering or sale of the Securities, shall in any circumstances, create any implication that the information contained in this Company Description is true subsequent to the date hereof, or that there has been no adverse change, or any event reasonably likely to involve any adverse change in the prospects or financial or trading position of the Issuer since the date thereof.

The distribution of this Company Description and the offering or sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Company Description comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to observe any such restriction.

The Securities have not been and will not be registered under the U.S. Securities Act (as defined below) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

MIFID II product governance / Retail investors, professional investors and eligible counterparties target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate and (iii) the following channels for distribution of the Securities to retail clients are appropriate - investment advice, portfolio management, and non-advised sales or execution with appropriateness test, subject to the distributor’s (as defined below) suitability and appropriateness obligations under MiFID II, as applicable. The target market assessment indicates that Securities are incompatible with the needs, characteristic and objectives of clients which are fully risk averse or are seeking on-demand full re-payment of the amounts invested. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.

The Issuer accepts responsibility for the information contained in this Company Description and declares that, having taken all reasonable care to ensure that such is the case the information contained in this Company Description is to the best of the Issuer's knowledge in accordance with the facts and contains no omission likely to affect its import.

This Company Description does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Joint Bookrunners or any of them to subscribe for or purchase, any Securities.

When investing in the Securities, Securityholders (as defined below) accept to be bound by the terms of the Terms and Conditions (as defined below).
   

DISCLAIMER FORWARD-LOOKING STATEMENTS

If not otherwise indicated, the Issuer is the source of information in this Company Description. Information which has been sourced from a third party has been accurately reproduced. As far as the Issuer is aware and able to ascertain from information published by such thirds parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

This Company Description is based on sources such as annual reports and publicly available information and forward-looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Issuer's lines of business.

Any statement in this Company Description that is not a historical fact is a forward-looking statement. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Such statements are not historical facts and may include opinions and expectations about management's confidence and strategies as well as details of management's expectations of new and existing programs, technology and market conditions. These forward-looking statements rely on assumptions concerning future events that are subject to a number of risks and uncertainties, many of which are outside the Issuer's control, and which could cause the Issuer Group's actual results to be materially different from these forward-looking statements. While the Issuer believes that its assumptions concerning future events are reasonable, there are inherent difficulties in predicting certain important factors that could impact the future performance or results of the Issuer's business. The Issuer expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise. The Issuer's actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, including but not limited to the risks listed in the section “Risk Factors” in this Company Description as well as those included elsewhere in this Company Description, and you should carefully consider the foregoing factors and other uncertainties and events. Additionally, the Issuer makes no representations or warranties as to the suitability of the information for your purposes. You are reminded that all forward-looking statements in this Company Description are made as of the date hereof.

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