Notice of stabilization measures

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES

Carnegie Investment Bank AB (”Carnegie”) has notified that stabilization measures have been effected in Edgeware AB’s (publ) (“Edgeware” or the “Company”) shares traded on Nasdaq Stockholm. 

As announced in connection with the offer to acquire newly issued and existing shares in the Company and the listing of the Company’s shares on Nasdaq Stockholm (the ”Offering”), Carnegie may, acting as stabilization manager, carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the open market.

Stabilization transactions may be effected on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending no later than 30 calendar days thereafter. Carnegie is, however, not required to undertake any stabilization and there is no assurance that stabilization will be undertaken. Stabilization, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering.

The principal owners[1] have also, in capacity as selling shareholders, granted Carnegie and Handelsbanken Capital Markets an option, which may be utilised in whole or in part for 30 days from the first date of trading in the Company’s shares on Nasdaq Stockholm, to acquire up to 2,027,185 additional existing shares, corresponding to up to 15 percent of the number of shares encompassed by the Offering, at a price corresponding to the price in the Offering, i.e. 29 SEK, to cover any overallotment in connection with the Offering.

Carnegie has, in its capacity as stabilization manager, notified that stabilization measures has been undertaken, in accordance with article 5(4) in the Market Abuse Regulation 596/2014, on Nasdaq Stockholm as specified below. The contact person at Carnegie is Magnus Andersson (tel:+468-5886 88 00).

This information is information that Edgeware AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 20.00 CET on 22 December 2016. 

For further information, please contact:

Gunilla Wikman, IR Manager, +4670-763 81 25, gunilla.wikman@edgeware.tv

Important information

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

The offering of securities referred to in this announcement has been made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

In connection with the offer or sale of securities referred to herein, the Joint Bookrunners may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Joint Bookrunners in accordance with all applicable laws and rules.

[1] Creandum KB, Creandum I Annex Fund AB, Amadeus III, Amadeus III Affiliates Fund LP and Amadeus EII LP