Notice of stabilisation measures

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Carnegie Investment Bank (“Carnegie”) has notified Serneke Group AB (publ) (“Serneke” or the “Company”) that stabilisation measures regarding the Company’s class B shares have been effected.

As previously announced, Carnegie is acting as stabilisation manager in connection with the offer to acquire existing and newly issued class B shares in the Company and the listing on Nasdaq Stockholm (the “Offering”), and Carnegie may, acting as stabilisation manager, effect transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the open market.

Such stabilisation transactions may be effected on Nasdaq Stockholm, the OTC 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 no later than 30 calendar days thereafter. Carnegie is, however, not required to undertake any stabilisation, and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may furthermore be discontinued at any time without prior notice. In no event will transactions be effected to support the market price of the shares at levels above the price in the Offering.

Furthermore, the Company has granted Carnegie an option, which may be utilised in whole or in part, during 30 days from the first day of trading in the Company’s class B shares on Nasdaq Stockholm, to purchase up to 681,818 class B shares in the Company, corresponding to 11.8 per cent of the number of shares in the Offering, at a price corresponding to the price in the Offering, in order to cover any over-allotment in connection with the Offering.

Carnegie has announced that Carnegie (contact: Tony Elofsson, tel: +46 8 5886 88 00 has performed stabilisation (in accordance with Article 3.2(d) of the EU Market Abuse Regulation) on Nasdaq Stockholm in accordance with what is set out below.

For more information, please contact:
Anders Antonsson, Investor Relations
Tel: +46 709 994 970
anders.antonsson@serneke.se

Tomas Järund, Communications Manager
Tel: +46 704 455 087
tomas.jarund@serneke.se

This information is information that Serneke is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person above, on 9 December 2016, at 07:00 p.m. (CET). 

About Serneke
Serneke is one of Sweden’s fastest growing construction and project development groups, with a comprehensive offering within construction, civil engineering, project development and property management. Since the start of operations in 2002, Serneke has developed from a local construction company to a dynamic and fast-growing construction group with a strong project development portfolio. Between 2002 and 2015, Serneke increased sales from SEK 14 million to SEK 3.1 billion, at an average annual growth rate of 51.5 percent. For the financial year 2015, Serneke reported an operating profit of SEK 128 million, corresponding to an operating margin of 4.1 percent. On 30 September 2016, the Company’s order book amounted to SEK 6,629 million.

The Company builds and develops housing, commercial buildings, industrial facilities, public buildings, roads and civil engineering projects, and other infrastructure. Serneke is also active within project development and property management. The Company’s customers mainly include the Government, municipalities, property companies, industrial and trading companies, as well companies owned by local and central governmental authorities. Operations are focused on the three greater areas of Gothenburg (Region West), Stockholm (Region East) and Malmö (Region South). The Company is headquartered in Gothenburg and has offices in Stockholm, Malmö, Helsingborg, Borås, Halmstad, Strömstad, Trollhättan, Varberg and Alingsås. On 30 September 2016 the Company had 838 employees. More information about Serneke is available on www.serneke.group.

Important information
This announcement is not and does not form a part of any offer for sale of securities.

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.

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 part of the offering in the United States or to conduct a public offering of securities in the United States.

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 Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for 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 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 receive the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (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 Serneke 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.

Serneke is a fast growing corporate group active within construction, civil engineering, project development and property management. Serneke was established 2002 and today the Company has over SEK 3 billion in sales and more than 800 employees. Through innovative thinking, the Company drives development and creates more effective and more innovative solutions for responsible construction. The Company builds and develops housing, commercial buildings, industrial facilities, public buildings, roads and civil engineering projects, and other infrastructure. The Company’s customers are both public and private and the operation is focused on the three greater areas of Gothenburg (Region West), Stockholm (Region East) and Malmö (Region South). The Company is headquartered in Gothenburg and has offices in Stockholm, Malmö, Helsingborg, Borås, Halmstad, Strömstad, Trollhättan, Varberg and Alingsås.

More information about Serneke can be found at www.serneke.group