Europris — Capital/Financing Update 2015

Jun 19, 2015

Europris ASA - Stabilisation and over-allotment notice

Europris ASA - Stabilisation and over-allotment notice

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR

FOR DISSEMINATION IN OR INTO THE UNITED STATES,

AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY

OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR

RELEASE WOULD BE UNLAWFUL.

Europris ASA - Stabilisation and over-allotment notice

Oslo, 19 June 2015: Reference is made to the stock

exchange notice published on 19 June 2015, in which

Europris ASA ("Europris" or the "Company", OSE

ticker: EPR) announced the successful completion of

its initial public offering (the "Offering").

ABG Sundal Collier Norge ASA (the "Stabilisation

Manager") may, on behalf of the Joint Bookrunners,

engage in stabilisation activities of the shares of

Europris (the "Shares") from today 19 June 2015 to

and including 19 July 2015 (the "Stabilisation

Period"). The stabilisation activities are aimed to

support the market price of the Shares.

In connection with the Offering, the Joint

Bookrunners have over-allotted 12,522,666 Shares in

the Company to the applicants in the Offering, which

equal approximately 15% of the number of Shares sold

in the Offering before over-allotments. In order to

permit the delivery in respect of over-allotments

made, the Stabilisation Manager has been granted the

option, on behalf of the Joint Bookrunners, to borrow

a number of Shares in the Company equal to the number

of over-allotted Shares from NC Europris Holding B.V.

(an entity controlled by Nordic Capital Fund VII)

("Nordic Capital"). For further details on the

Offering, please refer to the stock exchange

announcement of 19 June 2015 issued by Europris.

Further, the Joint Bookrunners have been granted an

over-allotment option, exercisable by the

Stabilisation Manager (the "Over-Allotment Option"),

by Nordic Capital to purchase from Nordic Capital up

to 12,522,666 Shares at a price per Share equal to

the offer price in the Offering of NOK 45 per Share

(the "Offer Price"). The Over-Allotment Option may be

exercised at any time and from time to time, in whole

or in part, during the Stabilisation Period. The

Stabilisation Manager can use the Over-Allotment

Option to cover over-allotments made in connection

with the Offering or short positions arising from

stabilisation transactions.

The Stabilisation Manager or its agents, on behalf of

the Joint Bookrunners, may effect transactions with a

view to support the market price of the Shares at a

level higher than what might otherwise prevail,

through buying Shares in the open market at prices

equal to or lower than (but not above) the Offer

Price. There is no obligation on the Stabilisation

Manager to conduct stabilisation activities and there

is no assurance that stabilisation activities will be

undertaken. Such stabilising activities, if

commenced, may be discontinued at any time, and will

in any event be brought to an end at the end of the

Stabilisation Period.

Within one week after the end of the Stabilisation

Period, the Stabilisation Manager and the Company

will jointly publish a statement through the

information system of the Oslo Stock Exchange under

the Company's ticker with information as to whether

or not any stabilisation activities have been

undertaken, including the date at which stabilisation

started, the date at which stabilisation last

occurred, and the price range within which

stabilisation was carried out for each of the dates

during which stabilisation transactions were carried

out.

Any profit resulting from stabilisation activities

conducted by the Stabilisation Manager will be split

75/25 between Nordic Capital and the Joint

Bookrunners, respectively.

Any stabilisation activities will be conducted in

accordance with Section 3-12 of the Norwegian

Securities Trading Act and Commission Regulation (EC)

No. 2273/2003 implementing Directive 2003/6/EC of the

European Parliament and of the Council as regards

exemptions for buy-back programmes and stabilisation

of financial instruments.

For further details see the prospectus dated 5 June

2015 issued by Europris in connection with the

Offering and the listing of the Shares on the Oslo

Stock Exchange.

ABG Sundal Collier Norge ASA and Goldman Sachs

International are acting as Joint Global Coordinators

and Joint Bookrunners and Merrill Lynch International

and Skandinaviska Enskilda Banken AB (publ.), Oslo

Branch are acting as Joint Bookrunners.

19 June 2015

ABG Sundal Collier Norge ASA

About Europris ASA

Europris is Norway's largest discount variety

retailer by sales with Company revenue of NOK 4.3bn

in 2014. The Company offers its customers a broad

assortment of quality owned brands and brand name

merchandise. The Company's merchandise is sold

through the Europris Chain, which consists of a

network of 223 stores throughout Norway, 159 of which

are directly owned by the Company and 64 of which

operate as franchise stores. The Company's

headquarters are located in Fredrikstad, Norway. As

of 31 March 2015, the Company employed approximately

2,000 full-time and part-time employees.

Important Notice

Neither this announcement nor any copy of it may be

made or transmitted into the United States, or

distributed, directly or indirectly, in the United

States. Neither this announcement nor any copy of it

may be taken or transmitted directly or indirectly

into Australia, Canada, Japan or South Africa or to

any persons in any of those jurisdictions, except in

compliance with applicable securities laws. Any

failure to comply with this restriction may

constitute a violation of Australian, Canadian,

Japanese, South African or United States securities

laws. The distribution of this announcement in other

jurisdictions may be restricted by law and persons

into whose possession this announcement comes should

inform themselves about, and observe, any such

restrictions. This announcement does not constitute,

or form part of, an offer to sell, or a solicitation

of an offer to purchase, any securities in Australia,

Canada, Japan, South Africa or the United States or

in any jurisdiction to whom or in which such offer or

solicitation is unlawful.

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"), or any securities laws of any state or other

jurisdiction of the United States and may not be

offered or sold within the United States except

pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the

Securities Act and in compliance with applicable

state law. There will be no public offer of the

securities in the United States.

This announcement 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 announcement

must not be acted on or relied on by persons who are

not relevant persons. Any investment or investment

activity to which this announcement relates is

available only to relevant persons and will be

engaged in only with relevant persons. Persons

distributing this announcement must satisfy

themselves that it is lawful to do so.

This announcement is an advertisement and does not

constitute a prospectus for the purposes of the

Prospectus Directive. The expression "Prospectus

Directive" means Directive 2003/71/EC (as amended,

including by Directive 2010/73/EU), and includes any

relevant implementing measure in each Relevant Member

State. A Prospectus prepared pursuant to the

Prospectus Directive and approved by the competent

authority in Norway can be obtained on the Company's

website, subject to regulatory restrictions.

Investors should not subscribe for any securities

referred to in this announcement except on the basis

of information contained in the Prospectus. Before

purchasing any Shares, persons viewing this

announcement should ensure that they fully understand

and accept the risks set out in the Prospectus. The

information in this announcement is for background

purposes only and does not purport to be full or

complete. No reliance may be placed for any purpose

on the information contained in this announcement or

its accuracy or completeness. This announcement does

not constitute or form part of any offer or

invitation to sell or issue, or any solicitation of

any offer to purchase or subscribe for any Shares or

any other securities nor shall it (or any part of it)

or the fact of its distribution, form the basis of,

or be relied on in connection with, any contract

therefor.

In any EEA Member State other than Norway 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.

Stabilisation/FCA.

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", "int

ends", "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. Each of the Company, the Joint Bookrunners

and their respective affiliates expressly disclaim

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.

This announcement does not constitute a

recommendation concerning the Offering. The price and

value of securities and any income from them can go

down as well as up. Past performance is not a guide

to future performance. Information in this

announcement or any of the documents relating to the

IPO cannot be relied upon as a guide to future

performance. There is no guarantee that the listing

on Oslo Børs will occur and you should not base your

financial decisions on the Company's intentions in

relation to the listing at this stage. Potential

investors should consult a professional advisor as to

the suitability of the IPO for the entity concerned.

Goldman Sachs International and Merrill Lynch

International each of which is authorised by the

Prudential Regulation Authority ("PRA") and regulated

by the PRA and the Financial Conduct Authority

("FCA"), ABG Sundal Collier Norge ASA, which is

authorised and regulated by the Financial Supervisory

Authority of Norway (the "Norwegian FSA"), and

Skandinaviska Enskilda Banken AB (publ.), Oslo

Branch, which is authorised and regulated by the

Swedish Financial Supervisory Authority, i.e.

Finansinspektionen, and the Norwegian FSA, are acting

exclusively for the Company and no one else in

connection with the IPO.

In connection with the IPO, the Joint Bookrunners and

any of their affiliates, may take up a portion of the

Shares in the IPO as a principal position and in that

capacity may retain, purchase, sell, offer to sell

for their own accounts such securities and other

securities of the Company or related investments in

connection with the IPO or otherwise. Accordingly,

references in the Prospectus to the securities 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, the Joint Bookrunners and any

of their affiliates acting as investors for their own

accounts. The Joint Bookrunners do not intend to

disclose the extent of any such investment or

transactions otherwise than in accordance with any

legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their

respective affiliates or any of their respective

directors, officers, employees, advisors 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, 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 this announcement or its contents or otherwise

arising in connection therewith.