Europris — Capital/Financing Update 2015

Jun 8, 2015

Europris ASA - Announcement of terms of the Initial Public Offering

Europris ASA - Announcement of terms of the Initial Public Offering

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Europris ASA - Announcement of terms of the Initial

Public Offering

The Offer Share

Oslo, 8 June 2015; Europris ASA ("Europris",

the "Company", ticker code "EPR") announces that

further to the announced Intention to Float published

on 26 May 2015, Europris has resolved to launch an

initial public offering (the "Offer" or the "IPO").

Subject to approval of the listing application and

successful completion of the Offer, the shares of

Europris ("Shares") are expected to be admitted to

trading on the Oslo Stock Exchange on 19 June 2015

under the ticker "EPR" (subject to any extension or

shortening of the Offer period).

The Offer Shares (as defined below) will be offered

for sale within an indicative price range of between

NOK 43 and NOK 53, corresponding to an equity value

of Europris of between NOK 7,217 million and NOK

8,698 million. The final price per Offer Share

(the "Offer Price") may, however, be set above or

below this indicative price range.

It is expected that the free float of Europris will

be between 35% of the share capital (excluding any

exercise of the over-allotment option as further

described below) and 57.5% of the share capital

(including any exercise of the over-allotment option

as further described below).

Selling Shareholders and Over-allotment

The principal selling shareholder, NC Europris

Holding B.V. (an entity controlled by Nordic Capital

Fund VII) ("Nordic Capital"), and certain other

shareholders (including members of the Company's

management) (together, the "Selling Shareholders")

intend to offer between 40.3 million and 65.2 million

Shares (the "Sale Shares"), representing between

24.3% and 39.3% of the Shares of Europris following

the offering (assuming that the Offer Price is set at

the mid-point of the indicative price range and

excluding any additional shares sold under the over-

allotment option). The final number of Sale Shares to

be offered will depend on the final Offer Price. In

addition, the Company intends to raise gross proceeds

of NOK 850 million by issuing between 16.0 million

and 19.8 million new shares (the "New Shares" and,

together with the Sale Shares, the "Offer Shares") in

the Offer. The proceeds from the issue of the New

Shares will be used by the Company to pay the

redemption amount for existing preference shares,

repay an existing shareholder loan and pay for its

portion of the transaction costs.

Further, pursuant to an over-allotment option, the

Joint Bookrunners (as defined below) may elect to

purchase a number of additional Shares equalling up

to 15% of the aggregate number of Offer Shares to

cover any over-allotments made in connection with the

Offer. These Shares will be provided by Nordic

Capital. The Company will not receive any proceeds

from any exercise of the over-allotment option.

It is expected that the Company and Nordic Capital

will agree with the Joint Bookrunners (as defined

below) to be subject to a 180 day lock-up period. In

addition, certain other shareholders (including

members of the Company's management) are expected to

agree with the Joint Bookrunners (as defined below)

to be subject to a 12 month lock-up period. These

lock-up agreements will be subject to certain

exceptions and may only be waived with the consent of

ABG Sundal Collier Norge ASA and Goldman Sachs

International.

The Offering

The Financial Supervisory Authority of Norway has

approved the prospectus dated 5 June 2015

(the "Prospectus") which has been prepared in

connection with the Offer. The terms and conditions

for the Offer, as further set out in the Prospectus,

comprise:

(i) an institutional offering, in which Offer Shares

are being offered to (a) institutional and

professional investors in Norway, (b) to investors

outside Norway and the United States, subject to

applicable exemptions from prospectus and

registration requirements and (c) in the United

States to "qualified institutional buyers" in

reliance on Rule 144A under the U.S. Securities Act

of 1933, as amended; in each case subject to a lower

limit per application of NOK 2,000,000;

(ii) a retail offering, in which Offer Shares are

being offered to the public in Norway subject to a

lower limit per application of NOK 10,500 and an

upper limit per application of NOK 1,999,999 for each

investor. Investors who intend to place an order in

excess of NOK 1,999,999 must do so in the

institutional offering; and

(iii) an employee offering, in which Offer Shares are

being offered to eligible employees of the Company,

subject to a lower limit per application of NOK

10,500 and an upper limit per application of NOK

1,999,999 for each eligible employee. Eligible

employees participating in the employee offering will

receive full allocation for any application up to and

including an amount of NOK 200,000. Each eligible

employee will receive a fixed cash discount of NOK

1,500 on the aggregate amount payable for the Offer

Shares allocated to such employee.

Joint Global Coordinators and Joint Bookrunners

ABG Sundal Collier Norge ASA and Goldman Sachs

International are acting as Joint Global Coordinators

and Joint Bookrunners in the IPO; Skandinaviska

Enskilda Banken AB (publ.), Oslo branch, and Merrill

Lynch International are acting as Joint Bookrunners

in the IPO. Moelis & Company is acting as advisor to

the Company and the Selling Shareholder.

Advokatfirmaet Selmer DA and Latham & Watkins

(London) LLP are acting as legal advisors to the

Company and Nordic Capital. Advokatfirmaet Thommessen

AS and Cleary Gottlieb Steen & Hamilton LLP are

acting as legal advisors to the Joint Bookrunners.

Time line and Offering period

The bookbuilding period for the institutional

offering will take place from 8 June 2015 at 09:00

hours (CET) to 14:00 hours (CET) on 18 June 2015, and

the application period for the retail offering and

the employee offering will take place from 8 June

2015 at 09:00 hours (CET) to 12:00 hours (CET) on 18

June 2015. The bookbuilding period and/or the

application period may be shortened or extended. The

final number of Offer Shares, and the Offer Price,

will be determined by Nordic Capital and Europris, in

consultation with the Joint Bookrunners, after

completion of the bookbuilding period for the

institutional offering. The announcement of the Offer

Price is expected to take place on or around 19 June

2015 at 07:30 hours (CET). Conditional trading of the

Shares on the Oslo Stock Exchange is expected to

commence on or around 19 June 2015 at 09:00 hours

(CET) under the ticker "EPR".

Conditions for the Offer

Completion of the Offer is conditional upon (i) the

board of directors of the Oslo Stock Exchange

approving the application for listing of the Shares

in the Company in its meeting expected to be held on

12 June 2015 and the satisfaction of the conditions

for admission to trading set by the Oslo Stock

Exchange, which are expected to be that (a) Europris

will have in excess of 500 shareholders, each holding

Shares with a value of more than NOK 10,000, (b)

there will be a minimum free float of the Shares of

25% and (c) completion of the share capital increase

pertaining to the New Shares, (ii) the Company and

Nordic Capital, in consultation with the Joint

Bookrunners, having approved the Offer Price, the

number of Offer Shares and the allocation of the

Offer Shares to eligible investors following the

bookbuilding process, (iii) the Company, Nordic

Capital and the Joint Bookrunners having entered into

the Underwriting Agreement, (iv) satisfaction of the

conditions precedent contained in the Underwriting

Agreement, (v) the Underwriting Agreement not having

been terminated in accordance with its terms and (vi)

Skandinaviska Enskilda Banken AB (publ) prior to

listing having confirmed that funds are ready to be

drawn under the new credit facilities at the third

day of trading in the Shares on the Oslo Stock

Exchange provided that there is no event of default

or breach of the repeating representations of the

credit facilities prior to the third day of trading

in the Shares on the Oslo Stock Exchange. There can

be no assurance that these conditions will be

satisfied. If the conditions are not satisfied, the

Offer may be revoked or suspended.

Prospectus

The Prospectus will, subject to regulatory

restrictions in certain jurisdictions, be available

at www.europris.no/corporate/IPO, www.abgsc.no, and

www.seb.no, from the commencement of the book-

building period and the application period for the

Offer, 8 June 2015 at 09:00am (CET). Hard copies of

the Prospectus may also be obtained free of charge

from the same date by contacting the Company or one

of the Joint Bookrunners.

For further queries, please contact:

Pål Wibe, Chief Executive Officer

+47 991 19 891

paal.wibe@europris.no

Espen Eldal, Chief Financial Officer

+47 482 92 424

espen.eldal@europris.no

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 is expected to be published by

the Company on the date of this announcement at

09:00am (CET) and, when published, 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 which will be set out in the

Prospectus when published. 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.

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 Offer. 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, once published, 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.