NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES ,AUSTRALIA ,CANADA ,HONG KONG ,JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. Funds affiliated withThomas H. Lee Partners, L.P. ("THL"), announce the launch of a potential block of approximately 177 million shares (the "Offering") ofAutoStore Holdings Ltd (the "Company" or "AutoStore ") through an accelerated bookbuilding process to eligible institutional and other professional investors. A prominent Norwegian investor, which is already a top 10 shareholder ofAutoStore , has irrevocably agreed to participate in the offering with an order of 60 million shares. The Offering corresponds to approximately 5.3% of the issued and outstanding shares inAutoStore . The Offering would represent the selldown of approximately 16% of THL's stake inAutoStore . The accelerated bookbuilding process will start immediately following this announcement. The sale price as well as the total number of shares sold will be announced upon completion of the Offering, which is expected prior to market opening on16 February 2024 . THL may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly. The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2). The minimum order and allocation in the Offering have been set to the NOK equivalent ofEUR 100,000 . The Joint Bookrunners (as defined below) may offer and allocate an amount below the NOK equivalent ofEUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available. Following the settlement of the Offering, THL expects to hold approximately 953 millionAutoStore shares, equivalent to 28% of the Company's issued and outstanding share capital. In the context of the Offering, THL has agreed to enter into a lock-up agreement with the Joint Bookrunners relating to its remainingAutoStore shares, lock-up of which is expected to end after a period of 90 calendar days from the settlement date of the Offering, subject to certain exceptions or waiver by the Joint Bookrunners. THL is represented at the board of directors of the Company by and considered closely associated withJames C. Carlisle (chair of theAutoStore board of directors) andMichael M. Kaczmarek (AutoStore board member).Citigroup Global Markets Limited ("Citigroup") is acting as Sole Global Coordinator in the Offering, while Carnegie is acting as Joint Bookrunner (together withCitigroup Global Markets Limited , the "Joint Bookrunners").Moelis & Company UK LLP is acting as financial advisor in relation to the Offering (the "Financial Advisor").Kirkland & Ellis International LLP is acting as international legal counsel to THL.Milbank LLP is acting as counsel to the Joint Bookrunners. This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Important Notices This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities of the Company. This announcement is not for distribution inAustralia ,Canada , theHong Kong special administrative region ofthe People's Republic of China ,Japan ,the United States of America (including its territories and possessions, any state ofthe United States of America and theDistrict of Columbia ) or any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering or its securities inthe United States or to conduct a public offering of securities inthe United States . In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are "qualified investors" within the meaning of the Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 and 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 for 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", "strategy", "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 THL 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. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, THL does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise. Neither of the Joint Bookrunners, the Financial Advisor nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. Each of the Joint Bookrunners and the Financial Advisor are acting exclusively for THL and no-one else in connection with the Offering and will not regard any other person as their respective client in relation to the Offering and will not be responsible to anyone other than THL for providing the protections afforded to their respective clients. In connection with the Offering, the Joint Bookrunners and their respective affiliates may take up a portion of the shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, 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. In addition, the Joint Bookrunners and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. None of the Joint Bookrunners, the Financial Advisor nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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