Europris — Share Issue/Capital Change 2015

Jun 19, 2015

Corr * Europris ASA - Bookbuilding successfully completed - Offer shares priced at NOK 45 per share

Corr * Europris ASA - Bookbuilding successfully completed - Offer shares priced at NOK 45 per share

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Europris ASA - Bookbuilding successfully completed -

Offer shares priced at NOK 45 per share

Fredrikstad, 19 June 2015; Europris ASA ("Europris",

the "Company", ticker EPR) announces the successful

completion of the bookbuilding period for the initial

public offering of the shares (the "Offering") of

Europris.

"We are very proud of the strong interest we have

received from both the institutional and retail

investors. This is a testimony to the successful

development of Europris over the last years. We are

now entering a new chapter in Europris' history. We

look forward to continuing to develop Europris as a

publicly listed company together with our existing

and new shareholders," comments CEO, Pål Wibe.

In summary:

- Europris will issue 18,888,888 new shares in

connection with the Offering. Consequently, there

will be 166,968,888 shares in issue following the

issuance of the new shares. The proceeds of approx.

NOK 850 million 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.

- The selling shareholders will sell 64,595,556

shares in the Offering, representing approximately

38.7% of the shares of Europris following issuance of

the new shares. NC Europris Holding B.V. (an entity

controlled by Nordic Capital Fund VII) ("Nordic

Capital") will sell 62,069,090 shares in the

Offering, thus retaining an ownership in Europris of

45.9%, provided that the over-allotment option

granted to the Joint Bookrunners, as set out below,

is not exercised. Should the over-allotment option

granted to the Joint Bookrunners be exercised in

full, Nordic Capital will retain an ownership in

Europris of 38.4%.

- The Joint Bookrunners have over-allotted

12,522,666 shares, representing approximately 15% of

the number of shares sold in the Offering before over-

allotments, and exercised their option to borrow

12,522,666 shares from Nordic Capital for the

purposes of covering over allotments.

- The shares are priced at NOK 45 per share.

Investors in the employee offering will receive a

discount of NOK 1,500 per investor on the aggregate

amount payable for the shares allocated to such

investors.

- The offer price at NOK 45 per share implies a

market capitalisation of Europris of approximately

NOK 7.5 billion.

- Trading in the shares of Europris on the Oslo

Stock Exchange will commence on 19 June 2015 on

an "if sold/if issued" basis (conditional trading),

as further described in the separate stock exchange

notice regarding conditional trading published today.

"The outcome of the Offering really shows the

strength of Europris' market position and business

model as well as its prospects for further value

creation. Nordic Capital is proud to see that the

business' development and the outstanding work of the

management are valued by the market. After this

successful Offering, Nordic Capital looks forward to

continuing its support of the Company together with

the new shareholders," says Michael Haaning, Partner

in NC Advisory A/S, advisor to the Nordic Capital

funds.

A total of 96,007,110 shares (including over-allotted

shares) were allotted in the Offering, of which

93,784,892 of the shares were allotted to investors

in the institutional offering, 225,745 of the shares

were allotted to investors in the retail offering,

and 1,996,473 of the shares were allotted to

investors in the employee offering. Following

completion of the Offering, the Company will have in

excess of 1,300 shareholders.

Notifications of allotted shares and the

corresponding amount to be paid by investors are

expected to be communicated to the investors on or

about 19 June 2015. Investors having access to

investor services through their VPS account manager

will be able to check the number of shares allocated

to them from approximately 08:30 hours (CET) on 19

June 2015. The Joint Bookrunners may also be

contacted for information regarding allocation.

Nordic Capital has granted the Joint Bookrunners an

over-allotment option, exercisable by ABG Sundal

Collier ASA as stabilisation manager within 30 days

from the date hereof to cover over-allotments made in

connection with the Offering or short positions

arising from stabilization transactions. A separate

disclosure will be issued by the stabilisation

manager regarding the over-allotment and

stabilisation activities.

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 Offering; Skandinaviska

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

Lynch International are acting as Joint Bookrunners

in the Offering. Moelis & Company is acting as

advisor to the Company and Nordic Capital.

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.

Sale and allocation of shares for primary insiders

In connection with the Offering, the primary insiders

of the Company, and/or closely related parties to the

primary insiders, listed in the * attached document

have sold shares in the Offering, all on the terms

set out in the prospectus dated 5 June 2015.

Contact details

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 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 in the Company ("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.

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", "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.