Nordnet : Exercise of the over-allotment option in the IPO of Nordnet

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

Press release 7 December 2020

Carnegie, Citigroup and J.P. Morgan (the "Joint Global Coordinators") have today notified Nordnet AB (publ) ("Nordnet" or the "Company"), Nordic Capital[1] and E. Öhman J:or Intressenter AB[2] ("Öhman Intressenter") that the over-allotment option has been exercised in full and that the stabilisation period has ended. 

In connection with the initial public offering of Nordnet and the listing of the Company's shares on Nasdaq Stockholm on 25 November 2020 (the "Offering"), Nordic Capital and Öhman Intressenter granted the Joint Global Coordinators an option to purchase an additional of up to 14,100,000 existing shares in Nordnet to cover any over-allotment in connection with the Offering (the "Over-Allotment Option"), exercisable in whole or in part within 30 days after the date on which the Nordnet shares commenced trading on Nasdaq Stockholm. The Over-Allotment Option has been exercised in full.

No price stabilisation activities have been carried out since the Offering, and due to the Company's share price performance Carnegie has, as stabilising manager on behalf of the Joint Global Coordinators, decided to end the stabilisation period.

[1]The shares are owned and were offered by Cidron Danube S.à r.l. ("Cidron"), a company indirectly owned by Nordic Capital. References to "Nordic Capital" in this press release refers to Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P. (acting through their general partner Nordic Capital VIII Limited), or, as required by the context, Cidron as a selling shareholder.

[2]A company indirectly owned by members of the Dinkelspiel family, in which Claes Dinkelspiel and Tom Dinkelspiel are the largest shareholders.

This disclosure contains information that Nordnet is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 07-12-2020 18:00 CET.

For further information please contact:

Johan Tidestad, Chief Communications Officer, Nordnet

[phone]

[e-mail]

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Nordnet AB (publ) (the "Company"). The contents of this announcement have been prepared by and are the sole responsibility of the Company. 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.

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.

Any offering of the securities referred to in this announcement is only made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation"). A Swedish language prospectus has been approved by the Swedish Financial Supervisory Authority in accordance with the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the prospectus and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the prospectus are correct or complete. Investors should not invest in 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, and in the United Kingdom (each, a "Relevant State") this communication is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State.

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

Copies of this announcement are not being, and should not be, distributed in or sent into the United States. The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

This communication and any materials in relation to the securities described herein are only being distributed to and is only directed at persons in the United Kingdom that (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") ; (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (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 the Company 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. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.  

https://news.cision.com/nordnet/r/exercise-of-the-over-allotment-option-in-the-ipo-of-nordnet,c3250439

https://mb.cision.com/Main/116/3250439/1345252.pdf

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