Exercise of the over-allotment option in Nordic Waterproofing and notice of stabilization

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS

This information is information that Nordic Waterproofing Holding A/S is obliged to make public pursuant to the EU Market Abuse Regulation (“MAR”). The information was submitted for publication, through the agency of the contact person set out above, at 7:15 p.m. CET, on 10 July 2016.

ABG Sundal Collier and Carnegie Investment Bank (“Joint Global Coordinators and Joint Bookrunners”) have notified Nordic Waterproofing Holding A/S (“Nordic Waterproofing” or the “Company”), Axcel  and KIRKBI   that the over-allotment option has been exercised in respect of 734,234 existing shares and that stabilization transactions have been carried out.

In connection with the offer to acquire existing shares in the Company and the listing on Nasdaq Stockholm (the “Offering”), the Company’s main shareholders, Axcel and KIRKBI, have granted the Joint Global Coordinators and Joint Bookrunners an over-allotment option to purchase up to 2,167,554 existing shares in the Company, corresponding to 15 percent of the number of shares in the Offering, during 30 days from the first day of trading in the Company's shares on Nasdaq Stockholm, in order to cover any over-allotment in connection with the Offering (the “Over-Allotment option“). Joint Global Coordinators and Joint Bookrunners have exercised the Over-Allotment option for 734,234 existing shares. Accordingly, 1,433,320 of the shares in Nordic Waterproofing that ABG Sundal Collier and Carnegie Investment Bank borrowed from Axcel and KIRKBI with the purpose of covering the overallotment in the Offering will be re-delivered to Axcel and KIRKBI.

Furthermore, the Joint Global Coordinators and Joint Bookrunners have performed stabilization activities on Nasdaq Stockholm. All stabilization transactions were carried out between 10 June 2016 and 8 July 8 2016 in the price interval of SEK 66.00 to SEK 71.00. The stabilization period has now ended and no further stabilization transactions will be carried out.

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[1] Axcel IV K/S, Axcel IV K/S 2, AX Management Invest K/S and AX Management Invest II K/S, all funds advised by Axcel Management A/S
[2] KIRKBI Invest A/S

For further information, please contact:
Anders Antonsson, investor relations
Telephone: +46 709 99 49 70
E-mail: anders.antonsson@nordicwaterproofing.com 

About Nordic Waterproofing
Nordic Waterproofing, in its current form, was established in 2011 by Axcel, by means of a merger of the Swedish and Danish waterproofing subsidiaries of Trelleborg AB’s and Lemminkäinen Oy's roof installation businesses. Today, Nordic Waterproofing is one of the leading providers on the waterproofing market in northern Europe. The Company provides high-quality products and solutions for waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the Netherlands, Poland, the United Kingdom and Germany. In Finland and in Denmark, through part-owned franchise companies, the Company also provides installation services. The Company markets its products and solutions under nine brands, all with long heritage, most of which are among the most established and well-recognized brands in waterproofing in their respective markets, such as Mataki, Trebolit, Phønix Tag Materialer, Kerabit, Nortett and SealEco. Nordic Waterproofing is listed in the Mid Cap segment on Nasdaq Stockholm with the stock ticker NWG.

For more information about Nordic Waterproofing, visit www.nordicwaterproofing.com

Important information
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in Nordic Waterproofing Holding A/S.

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.

These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the offering in the United States or to conduct a public offering of the shares in the United States. Any securities offered or sold in the United States will be offered or sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.

This announcement is an advertisement and is not a prospectus for the purposes of the Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive was published on May 30, 2016 and can be obtained from the Company’s website. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the 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 participate in the Offering without an approved prospectus in such EEA Member State.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements refer to statements which do not refer to historical facts and events, and statements which are attributable to the future, such as expressions as “deem”, “assess”, “expect”, “await”, “judge”, “assume”, “predict”, “can”, “will”, “shall”, “should or ought to”, “according to estimates”, “consider”, “may”, “plan”, “potential”, “calculate”, “as far as is known” or similar expressions suitable for identifying information that refers to future events. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations for the Company’s business and management, future growth and profitability and general economic and regulatory environment and other circumstances which affect the Company. Forward-looking statements are based on current estimates and assumptions which are based on the Company’s current intelligence. Such future looking statements are subject to risks, uncertainties and other factors which may result in actual results, including the Company’s financial position, cash flow and profits, deviating considerably from the results which expressly or indirectly form the basis of, or are described in, statements, or may result in the expectations which, expressly or indirectly, form the basis of or are described in statements not being met or turning out to be less advantageous compared to the results, which expressly or indirectly formed the basis of or were described in the statements. The Company’s business is exposed to a number of risks and uncertainties which may result in forward-looking statements being inaccurate or an estimate or calculation being incorrect. Therefore, potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read detailed description of factors which have an effect on the Company’s business and the market in which the Company operates that will be included in the prospectus.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This information is information that Nordic Waterproofing Holding A/S is obliged to make public pursuant to the EU Market Abuse Regulation (“MAR”). The information was submitted for publication, through the agency of the contact person set out above, at 7:15 p.m. CET, on 10 July 2016.

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