Offering price for Nordnet's initial public offering set at SEK 96 per share – trading on Nasdaq Stockholm commences today

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Press release 25 November 2020

Nordnet AB (publ) ("Nordnet” or the "Company”), a leading pan-Nordic digital savings and investments platform, today announces the outcome of the initial public offering of its shares on Nasdaq Stockholm (the “Offering”). The Offering attracted very strong interest from large Swedish and international institutional investors as well as the general public in Sweden, Norway, Denmark and Finland. As a result of the Offering, Nordnet will have more than 32,000 shareholders.

The Offering in brief

• The Offering price has been set at SEK 96 per share, corresponding to a market capitalisation of Nordnet of SEK 24,000 million.
• The Offering comprises 94,000,000 existing shares in the Company, 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”). The Company will not receive any proceeds from the sale of the shares in the Offering.
• 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.
• The total value of the Offering amounts to SEK 10,378 million, assuming that the Over-allotment Option is exercised in full.
• More than 32,000 individuals have applied for shares in the Offering to the general public, all of which have been allotted shares.
• Immediately following the completion of the Offering, assuming that the Over-Allotment Option is exercised in full, Nordnet's largest shareholders will be Öhman Intressenter (approximately 22% of the total number of shares in Nordnet), Nordic Capital (approximately 9%) and Premiefinans K. Bolin Aktiebolag[4] (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.
• Trading in the Nordnet share on Nasdaq Stockholm commences today, 25 November 2020, under the trading symbol “SAVE”.
• Settlement is expected to take place on 27 November 2020.

Lars-Åke Norling, CEO of Nordnet comments:

"Today marks the beginning of a new chapter in Nordnet's history. For the first time in almost four years, we are once again a listed company, and I am very much looking forward to taking this next step in our development together with existing and new shareholders. I would like to extend a big thank you to everyone who has been involved in taking Nordnet to the position we are in today – especially the Nordic private savers who trust us with their savings every day, as well as my fantastic colleagues. Together, we continue building the world's best platform for savings and investments".

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

"The interest in Nordnet's return to the stock market has exceeded our expectations, and we are very grateful for the great trust that both private savers and institutions have shown us. The listing on Nasdaq Stockholm puts us in an even better position when it comes to continuing to deliver on the promise that we at Nordnet gave almost 25 years ago – to democratise savings and investments".

Christian Frick, Partner at Nordic Capital Advisors comments:

"We are very proud to have been involved in the past four years' intensive transformation process, where Öhman, Nordic Capital and the team at Nordnet together have formed a company that is stronger than ever before. Nordic Capital looks forward to continuing to be an active owner of Nordnet and welcomes all new shareholders taking part in this exciting journey".

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.

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 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 were 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 owned by six members of the Dinkelspiel family.

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

For further information, please contact:
Johan Tidestad, Chief Communications Officer, Nordnet
+46 708 875 775
johan.tidestad@nordnet.se

This disclosure contains information that Nordnet is obliged to make public pursuant to the EU Market Abuse Regulation (EU No 596/2014). The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CET on 25 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 is only 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”). A Swedish language prospectus 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.