Peutinger AB increases the price in the offer to the shareholders of Internationella Engelska Skolan to SEK 82 per share and extends the acceptance period

THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT PUBLISHED ON PEUTINGER AB’S WEBSITE (WWW.SCHOOL-OFFER.COM). SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS PRESS RELEASE.

On 25 September 2020, Peutinger AB (“Peutinger”) announced a mandatory cash offer to the shareholders in Internationella Engelska Skolan i Sverige Holdings II AB (publ) (“IES”) to acquire all outstanding shares in IES (the “Offer”). Peutinger has decided to increase the price in the Offer from SEK 77.04 in cash per share to SEK 82 in cash per share in IES (the “Increased Offer Price”), and to extend the acceptance period up to and including 15:00 (CET) on 17 November 2020. Peutinger will not increase the Offer price any further.

Peutinger has understood that several shareholders in IES, among them Handelsbanken Fonder AB, are willing to sell their shares in IES at a price of SEK 82 per share. Therefore, Peutinger has acquired all shares held by Handelsbanken Fonder AB in IES at such price and offers all other shareholders the possibility to tender their shares in IES at SEK 82. This gives the shareholders who are dependent on liquidity in the IES share the opportunity to sell at an even higher premium.

Summary

• Peutinger increases the price in the Offer from SEK 77.04 in cash per share to SEK 82 in cash per share in IES. Peutinger will not increase the Offer price any further.
• The increased Offer values IES, based on all outstanding ordinary shares in IES, to approximately SEK 3.3 billion.
• Peutinger has agreed with Handelsbanken Fonder AB to acquire all its shares in IES, in total 1,214,423 ordinary shares, corresponding to 3 per cent of the total number of shares and votes in IES, at SEK 82 per share. The shares acquired under this agreement, together with the shares in IES owned or otherwise controlled by Peutinger, represents in total 77.90 per cent of the total number of shares and votes in IES.
• The Increased Offer Price represents a premium of:
  • approximately 17.14 per cent compared to the price (including option premium) paid for the controlling stake acquired from a company affiliated with TA Associates through exercise of call options;
  • approximately 12.02 per cent compared to the closing price of SEK 73.20 for IES’ share on Nasdaq Stockholm on 29 July 2020, being the last day of trading before Paradigm Capital Value Fund SICAV disclosed its change in major shareholdings as a result of entering into the call option contracts;
  • approximately 5.13 per cent compared to the closing price of SEK 78.00 for IES’ share on Nasdaq Stockholm on 24 September 2020, being the last day of trading before the announcement of the mandatory offer obligation and the Offer;
  • approximately 10.96 per cent compared to the volume-weighted average share price of SEK 73.90 for IES’ share on Nasdaq Stockholm during the last 90 trading days before the announcement of the Offer; and
  • approximately 15.70 per cent compared to the volume-weighted average share price of SEK 70.87 for IES’ share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.
• Peutinger extends the acceptance period up to and including 15:00 (CET) on 17 November 2020, to allow for remaining shareholders in IES to accept the Offer.
• Shareholders who have already tendered their shares in IES at SEK 77.04 in cash per share will automatically benefit from the Increased Offer Price of SEK 82 in cash per share.

The increased Offer

The Increased Offer Price

Peutinger has decided to increase the price in the Offer from SEK 77.04 in cash per share to SEK 82 in cash per share in IES.[1] Peutinger will not increase the Offer price any further.

Offer value and premium

The increased Offer values IES, based on all outstanding ordinary shares in IES, to approximately SEK 3.3 billion.

The Increased Offer Price represents a premium of:

• approximately 17.14 per cent compared to the price (including option premium) paid for the controlling stake acquired from a company affiliated with TA Associates through exercise of call options;
• approximately 12.02 per cent compared to the closing price of SEK 73.20 for IES’ share on Nasdaq Stockholm on 29 July 2020, being the last day of trading before Paradigm Capital Value Fund SICAV disclosed its change in major shareholdings as a result of entering into the call option contracts;
• approximately 5.13 per cent compared to the closing price of SEK 78.00 for IES’ share on Nasdaq Stockholm on 24 September 2020, being the last day of trading before the announcement of the mandatory offer obligation and the Offer;
• approximately 10.96 per cent compared to the volume-weighted average share price of SEK 73.90 for IES’ share on Nasdaq Stockholm during the last 90 trading days before the announcement of the Offer; and
• approximately 15.70 per cent compared to the volume-weighted average share price of SEK 70.87 for IES’ share on Nasdaq Stockholm during the last 180 trading days before the announcement of the Offer.

Already tendered shares

Shareholders who have already tendered their shares in IES at SEK 77.04 in cash per share will automatically benefit from the Increased Offer Price of SEK 82 in cash per share.

Supplement to the offer document

An offer document regarding the Offer was approved and registered with the Swedish Financial Supervisory Authority and published by Peutinger on 2 October 2020. A supplement to the offer document reflecting the contents of this press release will be registered with the Swedish Financial Supervisory Authority and published on Peutinger’s website (www.school-offer.com) and Carnegie’s website (www.carnegie.se) as soon as possible.

Agreement with and statements from shareholders in IES

Peutinger has agreed with Handelsbanken Fonder AB to acquire all its shares in IES, in total 1,214,423 ordinary shares, corresponding to 3 per cent of the total number of shares and votes in IES, at SEK 82. Of these shares, 202,006 shares are held by Index funds managed by Handelsbanken Fonder AB which cannot sell shares unless the bidder reaches more than 90 percent of all shares in the target company. Consequently, the acquisition of these shares is subject to Peutinger becoming the owner of more than 90 percent of all shares in IES in connection with the Offer. In addition, the number of shares acquired from the index funds can increase or decrease depending on necessary index-based adjustments of their holdings.

In addition, Hargreave Hale Limited, an entity within the Canaccord group, who owns in total 281,485 ordinary shares in IES, corresponding to 0.7 per cent of the total number of shares and votes in IES, has expressed its support of the Increased Offer Price and its intention to accept the Increased Offer Price.

Peutinger’s ownership in IES

As of 25 September 2020, Peutinger owned or otherwise controlled, together with shares held by shareholders in IES who have unconditionally and irrevocably undertaken to accept the Offer, approximately 74.84 per cent of the total number of shares and votes in IES. Included in this number are the 1,000,000 ordinary shares acquired from IES’ founder Barbara Bergström through the exercise of the call options which Peutinger has previously announced that it held. The call options were exercised on 28 October 2020 and Peutinger paid SEK 74 per share (including option premium) under such option contract. Peutinger has since the launch of the Offer acquired 1,214,423 shares from Handelsbanken Fonder AB and an additional 10,559 shares in IES outside the Offer. This entails that Peutinger as of this date owns or otherwise controls 31,198,175 shares in IES, corresponding to approximately 77.90 per cent of the total number of shares and votes in IES (assuming all shares comprised by the agreement with Handelsbanken Fonder AB will be acquired).

Extended acceptance period

Peutinger announced the Offer on 25 September 2020 and the last day of the initial acceptance period is 2 November 2020. Peutinger extends the acceptance period for the Offer up to and including 15:00 (CET) on 17 November 2020 to allow remaining shareholders in IES to accept the Offer. For those shareholders who will have accepted the Offer during the initial acceptance period settlement is expected to commence on or around 9 November 2020. Settlement for shareholders who accept the Offer during the extended acceptance period is expected to commence on or around 24 November 2020. While Peutinger does not currently intend to further extend the acceptance period, Peutinger reserves the right to do so (on one or more occasions).

Availability of documents relating to the Offer

The offer document in Swedish and English and other information about the Offer are available at Peutinger’s website (www.school-offer.com) and Carnegie’s website (www.carnegie.se).

Contacts and further information

Jan Hummel, Paradigm Capital AG, +49 89 62 021 780

Lina Björkman, Fogel & Partners, +46 700 44 04 42

For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.

The information in this press release was submitted for publication on 2 November 2020 at 08:00 a.m. (CET).

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland.

This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland must not forward this press release or any other document received in connection with the Offer to such persons.

The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Peutinger. Any such forward-looking statements speak only as of the date on which they are made and Peutinger has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige, are not responsible to anyone other than Peutinger for advice in connection with the Offer.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of IES, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of IES are not listed on a U.S. securities exchange and that IES is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d – 1(d) under the U.S. Exchange Act for a Tier II tender offer (the “Tier II Exemption”), and otherwise in accordance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, settlement procedures, waiver of conditions and timing of payments, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of IES domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.

For the avoidance of doubt, Nordea Bank Abp, filial i Sverige, is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Offer with investors located within the United States of America (whether on a reverse inquiry basis or otherwise).

IES’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of IES to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to IES’s other shareholders.

As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

It may be difficult for IES’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since IES and Peutinger are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. IES’s shareholders may not be able to sue IES or Peutinger or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel IES or Peutinger and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, Peutinger and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Peutinger or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of IES outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Peutinger may also engage in ordinary course trading activities in securities of IES, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Peutinger nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

[1] The offered price for the shares is subject to adjustment should IES pay any dividend or make any other value distribution to its shareholders prior to settlement of the Offer and will accordingly be reduced by the amount of any such dividend or value distribution per share.