Nets A/S: Major shareholder announcement
(Thomson Reuters ONE) -
Company announcement Nets A/S
No. 11/2016 Lautrupbjerg 10
DK-2750 Ballerup
www.nets.eu
Company Registration no. 37427497
23 September 2016
Major shareholder announcement
With reference to company announcement no. 5/2016 dated 23 September 2016
regarding the result of the initial public offering of shares in Nets A/S (the
"Offering or "IPO") and implementation of a reorganisation in connection with
the IPO (the "IPO Reorganisation"), Nets A/S ("Nets") hereby announces the
following notifications received pursuant to section 29 of the Danish Securities
Trading Act regarding the existing major shareholders' direct and indirect
holdings of shares in Nets.
Prior to completion of the Offering and after the completion of the IPO
Reorganisation described in the offering circular published by Nets on 13
September 2016 (the "Offering Circular"), the major shareholders of Nets were
certain Advent Funds (as defined below) and Bain Capital Funds (as defined
below) through a joint holding company established for the IPO, AB Toscana
(Luxembourg) Investment S.à r.l. (the "Significant Shareholder") (85.9%),
Arbejdsmarkedets Tillægspension ("ATP") through ATP Private Equity Partners IV
K/S and Via Venture Partners Fond II K/S (together the "ATP Investment
Vehicles") (5.0%) and eInvestments af 23. marts 2014 ApS owned by members of
Nets' management and employees ("eInvestments") (7.8%).
As selling shareholders in the Offering, the Significant Shareholder, the ATP
Investment Vehicles and eInvestments have reduced their respective shareholdings
in Nets as a consequence of the following transactions, which are further
described in the Offering Circular:
i. the sale of 68,333,333 existing shares in Nets of a nominal value of DKK
1 each by the selling shareholders as part of the Offering;
ii. the dilution resulting from the issue of 36,666,667 new shares in Nets of
a nominal value of DKK 1 each in connection with the Offering; and
iii. the lending of 15,750,000 shares in Nets of a nominal value of DKK 1 each
by the Significant Shareholder (14,821,628 shares), the ATP Investment
Vehicles (863,441 shares) and NH Fintech ApS (64,931 shares) to Deutsche
Bank AG, London Branch, on behalf of the managers under the stock lending
agreement for the purposes of delivery of shares to investors as a result
of the overallotment option in connection with the Offering (the
"Overallotment Option"). If the Overallotment Option is not exercised in
full, shares corresponding to the unexercised part of the Overallotment
Option will be redelivered to each of the Significant Shareholder, the ATP
Investment Vehicles and NH Fintech ApS on a pro rata basis to their
lending of shares.
The Advent Funds and the Bain Capital Funds
Following completion and settlement of the above transactions in connection with
the Offering, which are expected to take place on 27 September 2016, the Advent
Funds and Bain Capital Funds' indirect holding of shares in Nets through the
Significant Shareholder will be a total of 65,194,556 shares of a nominal value
of DKK 1 each, corresponding to 32.6% of the total share capital and voting
rights.
The Significant Shareholder is a limited liability company (société à
responsabilité limitée) organised under the laws of Luxembourg with registration
number B 204169 with its registered office at 2-4 rue Beck, L-1222 Luxembourg,
Grand Duchy of Luxembourg. The Significant Shareholder is wholly owned by AB
Toscana (Luxembourg) Holding S.à r.l. ("AB Toscana Holding"), which is a limited
liability company (société à responsabilité limitée) organised under the laws of
Luxembourg with registration number B 204128 with its registered office at 2-4
rue Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg. AB Toscana Holding is
jointly controlled by the Advent Funds (50%) and the Bain Capital Funds (50%).
The Advent Funds are comprised by Advent International GPE VII L.P., Advent
International GPE VII-A L.P., Advent International GPE VII-B L.P., Advent
International GPE VII-C L.P., Advent International GPE VII-D L.P., Advent
International GPE VII-E L.P., Advent International GPE VII-F L.P., Advent
International GPE VII-G L.P., Advent International GPE VII-H L.P., Advent
Partners GPE VII-A Cayman L.P., Advent Partners GPE VII-A L.P., Advent Partners
GPE VII-B Cayman L.P., Advent Partners GPE VII Cayman L.P. and Advent Partners
GPE VII L.P. managed by Advent International Corporation (the "Advent Funds").
The Bain Capital Funds are comprised by Bain Capital Europe Fund III, L.P., BCIP
Associates IV, L.P., BCIP Associates IV-B, L.P., BCIP Trust Associates IV, L.P.
and BCIP Trust Associates IV-B, L.P., which are funds advised by Bain Capital
Private Equity (Europe) L.L.P, and Randolph Street Investment Partners, L.P.
(the "Bain Capital Funds").
ATP
Following completion and settlement of the above transactions in connection with
the Offering, ATP's indirect holding of shares in Nets through the ATP
Investment Vehicles (ATP Private Equity Partners IV K/S and Via Venture Partners
Fond II K/S) will be below 5% of the total share capital and voting rights.
Accordingly, ATP will no longer indirectly be a major shareholder of Nets
pursuant to section 29 of the Danish Securities Trading Act regarding direct and
indirect major shareholders.
ATP is an independent self-governing regulated pension fund organised under the
laws of Denmark under registration (CVR) no. 43405810 with its registered office
at Kongens Vænge 8, DK-3400 Hillerød, Denmark.
eInvestments
Following completion and settlement of the Offering, eInvestments' holding of
shares in Nets will be below 5% of the total share capital and voting rights.
Accordingly, eInvestments will no longer indirectly be a major shareholder of
Nets pursuant to section 29 of the Danish Securities Trading Act regarding
direct and indirect major shareholders.
eInvestments is a private limited company organised under the laws of Denmark
under registration (CVR) no. 36712783 with its registered office on Lautrupbjerg
10, DK-2750 Ballerup, Denmark. eInvestments is the holding company through which
certain members of the Board of Directors, Executive Management and certain
other employees invested in Nets prior to the IPO.
- Ends -
For additional information, please contact
Nets A/S
Karsten Anker Petersen, Head of Group Communications +45 29 48 78 83
Lars Østmoe, Head of Investor Relations +47 913 47 177
11. Major_shareholder_announcement_(Offering)_(UK):
http://hugin.info/173023/R/2044092/763263.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Nets A/S via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 23.09.2016 - 09:43 Uhr
Sprache: Deutsch
News-ID 496613
Anzahl Zeichen: 8171
contact information:
Town:
Ballerup
Kategorie:
Business News
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