Pre-stabilisation announcement
Pre-stabilisation announcement
Not for distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia or any jurisdiction in which such distribution would be unlawful.
Sanitec Corporation
Stabilisation Notice
UBS Limited (contact: Gareth McCartney; telephone: 0044 20756 82227) hereby gives notice that the Stabilisation Manager named below may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6) and MAR 2.3.5 (1) of the Financial Conduct Authority Code of Market Conduct
| The Securities: | |
| Issuer: | Sanitec Corporation |
| Offering securities: | Ordinary Shares of €1 eachISIN: FI4000072772 |
| Offering description: | Initial Public Offering |
| Offering size: | 52,173,914 shares |
| Offer price: | SEK 61 |
| Stabilisation: | |
| Stabilisation Manager: | UBS Limited |
| Stabilisation period expected to start on: | 9am CET 10 December 2013 |
| Stabilisation period expected to end no later than: | Close of business 8 January 2014 |
| Maximum size of over-allotment facility: | 7,826,086 million shares |
| Conditions of use of over-allotment facility: | May be exercised in whole or in part by the Stabilisation Manager, to the extent permitted by applicable law, at any time during the period commencing with conditional dealings and ending 30 days thereafter |
| Over-allotment Option: | |
| Size: | Equivalent to up to 15% of the offering |
| Exercise period: | 30 days from the start of conditional dealings (ending close of business 8 January 2014) |
| Conditions of use of over-allotment option: | May be exercised by the Stabilisation Manager in whole or in part from time to time from 8am 10 December2013 to close of business 8 January 2014 |
In connection with its Stabilisation activities Sofia IV S.à r.l. has granted UBS Limited, on behalf of the Underwriters, an over-allotment option, exercisable once for a period of 30 days after 10 December 2013 which, if exercised will require Sofia IV S.à r.l. to sell up to 15 per cent. of the aggregate number of Offering Shares available in the Offering (before any exercise of the Over-allotment Option) at the Offer Price to cover short positions arising from such over-allotments (if any) and/or sales of shares effected by it during the Stabilisation period.
UBS Limited has agreed with Sanitec Corporation and Sofia IV S.à r.l.that any over-allotment of the Offering Shares by it or any of its agents will be up to a maximum of 15 per cent. of the total number of the Offering Shares (before any exercise of the Over-allotment Option).
Number of Offering Shares: 52,173,914 million shares
Number of shares subject to the over-allotment option: 7,826,086 million shares
In connection with the offer of the above securities, the Stabilisation Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager will take any Stabilisation action and any Stabilisation action, if begun, may be ended at any time.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
The offer of the relevant securities when made are, with the exception of a public offering in Sweden, only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA (the "Prospectus Directive") ("Qualified Investors").
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
The offer of the above securities and the distribution of this announcement and other information in connection with the offer of the above securities in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.