Europris — Share Issue/Capital Change 2015

Jun 19, 2015

Europris ASA - Conditional trading of the shares of Europris from 19 June 2015

Europris ASA - Conditional trading of the shares of Europris from 19 June 2015

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 - Conditional trading of the shares of

Europris from 19 June 2015

Fredrikstad, 19 June 2015. Trading in the shares of

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

code: "EPR") on Oslo Børs will commence on an "if

sold/if issued" basis on 19 June 2015 and

unconditional trading in the shares is expected to

commence on 23 June 2015. In the period from and

including 19 June 2015 to and including 22 June 2015

at 18:00 hours (CET), all trading in the shares of

Europris will be conditional upon (i) the force

majeure events listed below not occurring and (ii) no

termination of the Underwriting Agreement upon a

default by a Joint Bookrunner or Joint Bookrunners as

set out below (terms not defined herein shall have

the meaning set forth in the prospectus of 5 June

2015 (the "Prospectus")).

The Joint Bookrunners have the right to terminate the

Underwriting Agreement prior to 18:00 hours (CET) on

22 June 2015, on basis of force majeure if any of the

following events occurs:

(1) a suspension or material limitation in

trading in securities generally on the Oslo Stock

Exchange, the New York Stock Exchange, or the London

Stock Exchange;

(2) a general moratorium on commercial banking

activities declared by the federal, state or local

regulatory authorities of Norway, the United Kingdom,

any of the ten largest member states (by gross

domestic product) of the European Union or the United

States, or a material disruption in commercial

banking or securities settlement or clearance

services in Norway, the United Kingdom, any of the

ten largest member states (by gross domestic product)

of the European Union or the United States;

(3) an outbreak or escalation of hostilities or

acts of terrorism involving Norway, the United

Kingdom, any of the ten largest member states of the

European Union (by gross domestic product) or the

United States or a declaration by Norway, the United

Kingdom, any of the ten largest member states of the

European Union (by gross domestic product) or the

United States of a national emergency or war; or

(4) any other calamity or crisis or any material

adverse change in financial, political or economic

conditions in Norway, the United Kingdom, any of the

ten largest member states of the European Union (by

gross domestic product) or the United States,

if the effect of any such event specified in clauses

(1) through (4) above makes it impossible or

inadvisable, in the judgment of the Joint Global

Coordinators acting in good faith, taking into

account general market conditions as a result of such

events and the interest of investors in the Offer

Shares, to proceed with the sale or delivery of the

Offer Shares on the terms and in the manner

contemplated in the Prospectus; and further provided

that the Joint Global Coordinators agree, to the

extent reasonably practicable under the

circumstances, to act in good faith and to consult

with the Company and NC Europris Holding before

terminating the Underwriting Agreement.

Further, the Underwriting Agreement may be terminated

prior to 18:00 hours (CET) on 22 June 2015, upon a

failure or refusal by a Joint Bookrunner or Joint

Bookrunners to purchase the number of Offer Shares it

or they have agreed to purchase under the

Underwriting Agreement provided that the number of

such shares exceeds 10% of the total number of Offer

Shares the Joint Bookrunners are obligated to

purchase under the Underwriting Agreement and

arrangements satisfactory to the Joint Global

Coordinators, in consultation with the other Joint

Bookrunners, the Company and NC Europris Holding for

the purchase of such Offer Shares are not made.

One of the Joint Bookrunners has also entered into a

Placing Agreement with the Other Selling Shareholders

(other than NC Europris Holding). The sale and

purchase under the Placing Agreement is conditional

only upon the Underwriting Agreement not being

terminated in accordance with its terms.

Should the Joint Bookrunners invoke the termination

provisions at or prior to commencement of

unconditional trading (expected to take place on 23

June 2015), any trades in the Shares carried out in

the period will be cancelled and such trades will

accordingly not be settled.

The Joint Bookrunners may not invoke the termination

provisions after 18:00 hours (CET) on 22 June 2015.

Should the Underwriting Agreement be terminated, any

trades in the Shares carried out in the period

including clearing transactions and, as the case may

be, any settlement and settlement transactions made

for trading in the Shares, will be cancelled. In such

case, any payments for the shares will be returned

without interest or other compensation.

Investors wanting to trade in their allocated Shares

through an internet account prior to commencement of

the unconditional trading may be prevented from such

trading until the shares are registered on the

investors' VPS account following settlement of the

Offering. Investors wanting to trade in their

allocated Shares through an internet account prior to

commencement of unconditional trading are therefore

urged to confirm the possibility of this with their

own account operator.

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 Fund VII.

Advokatfirmaet Selmer DA and Latham & Watkins

(London) LLP are acting as legal advisors to the

Company and Nordic Capital Fund VII. Advokatfirmaet

Thommessen AS and Cleary Gottlieb Steen & Hamilton

LLP are acting as legal advisors to the Joint

Bookrunners.

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. The Prospectus prepared by the Company

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.

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

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 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.