Nordnet publishes prospectus and announces price range for its initial public offering on Nasdaq Stockholm

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Press release 15 November 2020

Following the announcement of its intention to float on 5 November 2020, Nordnet AB (publ) (”Nordnet” or the ”Company”), a leading pan-Nordic digital savings and investments platform, today publishes its prospectus and announces the price range for the offering (the “Offering”) and listing of its shares on Nasdaq Stockholm. The first day of trading is expected to be 25 November 2020. Nordnet is the only pan-Nordic digital savings and investments platform operating at scale, and is therefore well placed to capitalise on multiple converging structural and long term trends including an accelerating shift in customer behaviour and migration to digital savings platforms across the Nordic region. As a result of significant platform investments, enhanced user experience and accelerated product innovation in recent years, Nordnet has seen a considerable increase in customer activity and engagement, as well as a significant increase in market shares across the Nordic countries and an accelerating growth trajectory.

The Offering in brief

• The final price in the Offering is expected to be set within a range of SEK 88-104 per share, corresponding to a total market value of all issued shares of the Company of approximately SEK 22,000 – 26,000 million. The final offering price is expected to be published in a press release on 25 November 2020.
• The Offering comprises 94,000,000 existing shares, corresponding to approximately 38% of the total number of shares in the Company, which are being offered by Nordic Capital[1], E. Öhman J:or Intressenter AB[2] ("Öhman Intressenter") and E. Öhman J:or Intressenter II AB[3] (together the “Selling Shareholders”).
• In order to cover any over-allotment in connection with the Offering, Nordic Capital and Öhman Intressenter have committed to sell up to 14,100,000 additional existing shares, corresponding to 15% of the total number of shares in the Offering (the “Over-Allotment Option”).
• If the Over-Allotment Option is exercised in full, the Offering will comprise a total of 108,100,000 shares, corresponding to approximately 43% of the total number of shares in the Company.
• Immediately following the completion of the Offering[4], assuming that the Over-Allotment Option is exercised in full, Nordnet's largest shareholders will include Öhman Intressenter (approximately 22% of the total number of shares in Nordnet), Nordic Capital (approximately 9%) and Premiefinans K. Bolin Aktiebolag[5] (approximately 9%). In addition, certain private individuals that are members of, or closely related to, the Dinkelspiel family will own approximately 14% of the total number of shares in Nordnet immediately following completion of the Offering, whereas members of Nordnet's executive management team will in aggregate hold approximately 2%.[6]
• The Company, the Selling Shareholders, the board members and the executive management team have agreed on customary lock-up undertakings for the benefit of the Joint Global Coordinators for a period of 180 days after the first day of trading (for the Selling Shareholders and the Company) and 365 days after the first day of trading (for board members and the executive management team). In addition, the CEO of Nordnet has, for the benefit of the Company, agreed on a lock-up undertaking for a period of 24 months after the first day of trading at Nasdaq Stockholm.
• The Offering includes (i) an offer to the general public in Sweden, Norway, Denmark and Finland; and (ii) an offer to institutional investors in Sweden and other jurisdictions in accordance with applicable laws and exemptions.
• The Company will not receive any proceeds from the sale of the shares in the Offering.
• The application period for the general public is expected to be 16-23 November 2020 and the book-building period for institutional investors is expected to be 16-24 November 2020.
• The first day of trading is expected to be 25 November 2020 under the trading symbol “SAVE”.
• A prospectus (in Swedish with an English translation), containing the Offering’s complete terms and conditions, will be published today on Nordnet's website (www.nordnetab.com). During the application period, the prospectus will also be available on Nordnet's country specific websites (www.nordnet.se, www.nordnet.no, www.nordnet.dk and www.nordnet.fi) and on Carnegie's website (www.carnegie.se).

Lars-Åke Norling, CEO of Nordnet comments:

“There has been very strong interest in Nordnet’s IPO from both domestic and international investors, and we are excited about publishing our prospectus today. It is clear to us that investors recognise our market potential and strong Nordic position, as well as the scalability of our business. The listing of our shares on Nasdaq Stockholm is a natural next step for Nordnet to take, and we look forward to continuing our growth journey together with existing and new shareholders.”

Tom Dinkelspiel, Chairman of the Board of Nordnet, representing the Öhman Group, Nordnet’s main owner comments:

“The listing on Nasdaq Stockholm marks a new and exciting phase in Nordnet’s history, after four years of intense transformation under private ownership. As founders of Nordnet, we will remain the largest shareholder and continue to be deeply engaged in the company. We believe that broadening our shareholder base by offering private savers as well as institutions the opportunity to invest in our company will further strengthen our business. We welcome new shareholders to be part of this next chapter in our development.”

Christian Frick, Partner at Nordic Capital Advisors comments:

"Nordic Capital invests in companies to help them grow and reach their full potential, and Nordnet is an excellent example. The company is on an impressive journey where the re-listing of Nordnet’s shares on Nasdaq Stockholm marks an important milestone on the road to becoming the premier digital platform for savings and investments in the Nordics. We are proud to have been part of this transformation and look forward to continuing developing Nordnet as a shareholder and active owner."

Background and reasons for the Offering

The board of directors and the executive management team of Nordnet, together with the Company's principal shareholders, the Öhman Group and Nordic Capital, believe that the time is now appropriate for a re-listing of Nordnet. Nordnet has established a leading pan-Nordic platform and has further potential for future growth and improved results during the coming years. The Öhman Group will remain a substantial shareholder following the listing and is committed to participate in the future development and growth of Nordnet. Nordic Capital will also retain board representation and ownership in the Company following the Offering and the listing and intends to continue to support the Company’s development going forward. 

Furthermore, Nordnet's board of directors and executive management team believe that a listing on Nasdaq Stockholm will benefit the Company by strengthening the Company’s profile through increased brand awareness at a time of accelerated growth and development. It is also Nordnet's belief that the opportunity to own shares in Nordnet may lead to increased engagement from employees as well as customers. The board of directors and executive management team, supported by the principal shareholders, consider the Offering and the listing to be a logical and important next step in Nordnet's development.

About Nordnet

Nordnet is a leading pan-Nordic digital savings and investments platform with operations in Sweden, Norway, Denmark and Finland. Since it was founded in 1996, the overall objective of Nordnet's business has been to democratise savings and investments by giving private savers access to the same information and tools used by professional investors.

Nordnet offers private savers and investors savings and investments in numerous financial products at a low cost and select lending products through its digital platform. The platform targets private savers in Sweden, Norway, Denmark and Finland and is accessible through Nordnet's digital channels. Nordnet also operates the largest social investment network in the Nordics, Shareville, which brings together more than 250,000 users and enables Nordnet's customers to follow other investors and see their portfolios. Nordnet has, in total, more than half a million members on its social media networks.

Nordnet offers its customers user-friendly digital channels, automated and inspiring customer journeys, and cutting-edge financial products. Over the past four years, Nordnet has, amongst other things, spent approximately SEK 800 million on its technology platform, including the launch of its new generation of web services (NEXT) and mobile app, as well as launched a number of other new products and services. In addition, Nordnet has accelerated its sustainability agenda to further promote sustainable savings and democratise savings and investments in society. Nordnet has also invested in a strengthened organisation, which is led by an experienced management team focused on scaling the platform and delivering strong profitable growth. From 31 December 2003 to 30 September 2020, the number of customers and the level of savings capital grew by an annual compounded growth rate of 20.4% and 25.3%, respectively.[7] In March 2020, Nordnet reached a milestone of one million customers, effectively doubling its customer base since 2016 and as of 30 September 2020, Nordnet had SEK 477.8 billion in savings capital.

Nordnet's headquarters are based in Stockholm, and house all Nordic functions, such as IT, product development and administration. The customer service and sales organisation for the Swedish market is also based in Stockholm. In addition, Nordnet has local offices in Oslo, Helsinki and Copenhagen, responsible for customer service, sales and marketing in each of the respective markets. As of 30 September 2020, Nordnet had 558 full-time equivalents and its total operating income for the year ended 31 December 2019 and the nine months ended 30 September 2020 was SEK 1,573.4 million and SEK 1,911.6 million, respectively.

Prospectus and application

A prospectus (in Swedish with an English translation), containing the Offering’s complete terms and conditions, will be published today on Nordnet's website (www.nordnetab.com). During the application period, the prospectus will also be available on Nordnet's country specific websites (www.nordnet.se, www.nordnet.no, www.nordnet.dk and www.nordnet.fi) and on Carnegie's website (www.carnegie.se). A summary of the prospectus will also be available in Norwegian, Danish and Finnish on Nordnet's website and Nordnet's country specific websites. Applications from the general public should be made through Nordnet's internet service (www.nordnet.se).

Preliminary timetable                                                                                                                                                            

Stabilisation measures

In Connection with the Offering, Carnegie Investment Bank AB will act as stabilisation manager (“Stabilisation Manager”) and may conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out 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 not later than 30 calendar days thereafter.

The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering. The Stabilisation Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilisation transaction.

The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

About the Öhman Group

The Öhman Group is a Swedish family-owned and independent financial group founded in 1906. Today, the Öhman Group is one of the largest independent asset managers in Sweden and consists of, e.g. E. Öhman J:or Fonder AB, a Swedish fund management company with around SEK 100 billion assets under management, Öhman’s core holding in Nordnet and a number of other investments. References to the Öhman Group in this press release include certain private individuals which are members of or closely related to the Dinkelspiel family.

About Nordic Capital

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested more than EUR 15.5 billion in over 110 investments. The most recent fund is Nordic Capital Fund X with EUR 6.1 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, Denmark, Finland, Norway, Germany, the UK and the US. For further information about Nordic Capital, please visit www.nordiccapital.com.

Advisors

Carnegie Investment Bank AB, Citigroup Global Markets Limited and J.P. Morgan Securities plc are Joint Global Coordinators. ABG Sundal Collier AB, Joh. Berenberg, Gossler & Co. KG, DNB Markets and Skandinaviska Enskilda Banken AB are Joint Bookrunners. Nordnet is acting as exclusive Nordic retail selling agent. STJ Advisors is IPO advisor to the Company and the Selling Shareholders. Latham & Watkins and Cederquist are legal advisors to the Company and White & Case is legal advisor to the Joint Global Coordinators and Joint Bookrunners.

[1] The shares are owned and offered by Cidron Danube S.à r.l. ("Cidron"), a company indirectly owned by Nordic Capital. References to "Nordic Capital" in this press release in relation to the transaction contemplated herein refers to Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P. (acting through their general partner Nordic Capital VIII Limited), or, as required by the context, Cidron as a selling shareholder.

[2] A company indirectly owned by members of the Dinkelspiel family, in which Claes Dinkelspiel and Tom Dinkelspiel are the largest shareholders.

[3] A company under change of name from Off The Shelf 10154 AB, owned by six members of the Dinkelspiel family.

[4] Based on the assumption that the Offering price is set at the midpoint of the price range.

[5] A company owned by six members of the Dinkelspiel family. Premiefinans K. Bolin Aktiebolag is not a selling shareholder in the Offering.

[6] Based on the assumption that the Offering price is set at the midpoint of the price range and that the Over-Allotment Option is exercised in full.

[7] Customers as of 31 December 2003 are estimated based on the average relation between number of accounts and number of customers in later years.

For further information please contact:

Johan Tidestad, Chief Communications Officer, Nordnet

+46 708 875 775                                                                                                                          

johan.tidestad@nordnet.se

The information was submitted for publication, through the agency of the contact person set out above, at 20.00 CET on 15 November 2020.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Nordnet AB (publ) (the “Company”). The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

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.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). The Swedish language prospectus referred to in this announcement has been approved by the Swedish Financial Supervisory Authority in accordance with the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the prospectus are correct or complete. 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, and in the United Kingdom (each, a “Relevant State”) this communication is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State.

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.

Copies of this announcement are not being, and should not be, distributed in or sent into the United States. The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

This communication and any materials in relation to the securities described herein are only being distributed to and is only directed at persons in the United Kingdom that (i) 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”) ; (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (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. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.