Volvo Cars publishes supplement to prospectus regarding the initial public offering on Nasdaq Stockholm
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Press release 25 October 2021
Today, 25 October 2021, Volvo Cars has published a supplement to the previously published prospectus regarding Volvo Cars’ initial public offering (the “Offering”) and listing of its common shares of class B on Nasdaq Stockholm. The prospectus supplement has been prepared by reason of (i) the main owner, Geely Sweden Holdings AB, on 22 October 2021, having notified Volvo Car Group of a request to, subject to completion of the listing on Nasdaq Stockholm, convert all of its common shares of class A in Volvo Cars into the corresponding number of common shares of class B, (ii) Volvo Cars’ announcement earlier today regarding a fixed price in the Offering, reduced size of the new share issue carried out in connection with the Offering, other updates to the Offering structure and a revised timetable for the Offering, (iii) the CEO Håkan Samuelsson having informed Volvo Cars that he will apply to acquire common shares of class B in an amount of MSEK 25 in the Offering, and (iv) recent developments in the power supply situation in China and the potential magnesium shortage.
The prospectus supplement, link, which has been approved by the Swedish Financial Supervisory Authority, forms part of, and must be read together with, the prospectus. The supplement is, together with the prospectus, available on Volvo Cars’ website (www.volvocars.com), SEB’s website (sebgroup.com/prospectuses), Swedbank’s website (www.swedbank.se), Avanza’s website (www.avanza.se) and Nordnet’s website (www.nordnet.se).
Investors who have already applied to acquire shares in the Offering are entitled to withdraw their applications within three business days from the publication of the supplement, i.e., up until and including 28 October 2021. Any application that is not withdrawn within the prescribed time will remain binding and those who wish to remain as applicants do not need to take any further action. Further instructions on how to withdraw an application are to be found in the supplement.
Advisors
Goldman Sachs Bank Europe SE and Skandinaviska Enskilda Banken AB (publ) (“SEB”) are acting as Joint Global Coordinators and Joint Bookrunners in relation to the Offering and the listing of Volvo Cars’ shares on Nasdaq Stockholm. BNP Paribas S.A., HSBC Continental Europe, J.P. Morgan AG, Morgan Stanley & Co International plc and Nordea Bank Abp, filial i Sverige, are Joint Bookrunners and Carnegie Investment Bank AB and Swedbank AB are Co-Lead Managers in relation to the Offering. Mannheimer Swartling Advokatbyrå AB is Volvo Cars’ and the main shareholder’s legal advisor as to Swedish law, and Clifford Chance LLP is Volvo Cars’ and the main shareholder’s legal advisor as to U.S. law in relation to the Offering and the listing of Volvo Cars’ shares on Nasdaq Stockholm. White & Case Advokataktiebolag and White & Case LLP are legal advisors to the Joint Global Coordinators, the Joint Bookrunners and Co-Lead Managers as to Swedish and U.S. law, respectively. Avanza Bank AB (publ), Nordnet AB (publ), SEB and Swedbank AB are acting as Retail Managers in connection with the Offering.
For more information, please contact:
Volvo Cars Media Relations
+46 31-596525
media@volvocars.com
Volvo Cars Investor Relations
Anna Oxenstierna
+46 31-59 00 00
investors@volvocars.com
The information was submitted for publication, through the agency of the contact person set out above, on October 25, 2021.
Important information
This announcement is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and does not constitute an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed offering will be made, and any investor should make their investment decision solely on the basis of the information that is contained in the prospectus, as supplemented (the “Prospectus”) expected to be published by Volvo Car AB (publ) (the “Company”) in due course in connection with the admission of its common shares of class B to trading on Nasdaq Stockholm ("Admission"). A copy of the Prospectus will, following publication, be available from the Company’s website at www.volvocars.com, subject to applicable securities regulations.
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.
This announcement is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions 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 for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of the Company, and such securities (the "Securities") in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. The Securities referred to herein may not be sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or are exempt from registration. Any offering of the Securities described herein has not been and will not be registered under the U.S. Securities Act and accordingly any offer or sale of these Securities may be made only in a transaction exempt from the registration requirements of the U.S. Securities Act. Any Securities sold in the United States will be sold only to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act). There will be no public offering of the Securities referred to herein in the United States.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than Sweden, Denmark, Finland and Norway) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this communication is being distributed only to, and is directed only at, “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who (i) have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are high net worth entities as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area (other than Sweden, Denmark, Finland and Norway), by persons who are not Qualified Investors.
This announcement does not constitute an offer or invitation for the sale, issuance or subscription for any Shares in any jurisdiction, nor does it purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. Any subscription or purchase of Shares in the proposed offering should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the offering. The information in this announcement is subject to change.
The offering timetable, including date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned.
This announcement includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Board of Directors' current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates", or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of the Board of Directors or the Company concerning, among other things, the results of operations, financial condition, prospects, growth and strategies of the Company and the industry in which it operates.
Forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company and the Board of Directors expressly disclaim any obligation or undertaking to update, review or revise the forward-looking statements contained in the announcement to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, rules and regulations.
Each of Goldman Sachs Bank Europe SE, Skandinaviska Enskilda Banken AB (publ), BNP Paribas S.A., HSBC Continental Europe, J.P. Morgan AG, Morgan Stanley & Co International plc, Nordea Bank Abp, filial i Sverige, Carnegie Investment Bank AB, Swedbank AB, Avanza Bank AB (publ) and Nordnet AB (publ) (together, the "Managers") and the Company, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Managers are acting exclusively for the Company and no one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering of the Shares, each of the Managers and any of their affiliates, may take up a portion of the Shares in the offering as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers and any of their affiliates acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Managers nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the offering, a stabilization manager (or its agents) acting on behalf of itself and the Managers may to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Regulation (EU) No. 596/2014 of the European Parliament and of the Council and Commission Delegated Regulation (EU) 2016/1052), over-allot shares or effect transactions on or off a regulated market, with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Shares on Nasdaq Stockholm and will end no later than 30 calendar days thereafter. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time. There shall be no obligation on the stabilizing manager to enter into such transactions. All such stabilization shall be conducted in accordance with applicable laws and regulations.
None of the Managers or any of their respective affiliates or its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies or the selling shareholders, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of, or reliance upon, this announcement or its contents or otherwise arising in connection therewith.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, and the Company has not ascertained the underlying economic assumptions relied upon therein.
Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's website are not incorporated into, and do not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.