Europris — Share Issue/Capital Change 2015

Jun 22, 2015

Europris ASA - New share capital registered

Europris ASA - New share capital registered

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 - New share capital registered

Fredrikstad, 22 June 2015. Reference is made to the

stock exchange announcement by Europris ASA

regarding the successful completion of the

bookbuilding period for the initial public offering

of the shares (the "Offering") of Europris ASA

("Europris", the "Company", OSE ticker code: "EPR")

published on 19 June 2015.

Europris has registered the following share capital

changes in the Norwegian Register of Business

Enterprises; (i) the redemption of its preference

shares, (ii) the bonus issue increasing the par

value to NOK 1 and (iii) the issuance of the

18,888,888 new ordinary shares. Following

registration of the share capital changes, the share

capital of Europris is NOK 166,968,888 fully paid up

and divided on 166,968,888 ordinary shares, each

with a face value of NOK 1. Each share represents

one vote in the Company's general meeting.

The new shares are offered and sold at the offer

price of NOK 45 per new share, with a fixed discount

of NOK 1,500 per investor in the employee offering,

resulting in an average subscription price of NOK

44.98999623. The articles of association of Europris

are available on the Company's webpage.

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. The prospectus prepared by the Company

pursuant to the Prospectus Directive and approved by

the competent authority in Norway (the "Prospectus")

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 of the Company, 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 of the Company 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.

Stabilization/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", "in

tends", "estimate", "will", "may", "continue", "shoul

d" 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

Offering 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 Offering 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 Offering.

In connection with the Offering, the Joint

Bookrunners and any of their affiliates, may take up

a portion of the shares of the Company in the

Offering 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 Offering 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.