Europris — Share Issue/Capital Change 2016

Mar 2, 2016

NC Europris Holding B.V. has sold 20,000,000 shares in Europris ASA

NC Europris Holding B.V. has sold 20,000,000 shares in Europris ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR

DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA

(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE

OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF

COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

EPR - NC Europris Holding B.V. has sold 20,000,000

shares in Europris ASA

Oslo, 2 March 2016: Reference is made to the stock

exchange announcement on 1 March 2016 regarding the

potential sale by NC Europris Holding B.V. (an entity

controlled by Nordic Capital Fund VII) ("Nordic

Capital"), of up to 20,000,000 shares in Europris ASA

("Europris", ticker "EPR").

Nordic Capital has today sold 20,000,000 shares in

Europris, representing 11.98% of the share capital and

voting rights in Europris, by way of an accelerated

bookbuilt offering to institutional and other

professional investors. The shares were sold at a

price of NOK 39 per share. After the sale, Nordic

Capital owns 54,619,558 shares in Europris.

By this transaction, Nordic Capital's shareholding in

Europris is reduced from 44.69% to 32.71% of the share

capital and voting rights in Europris based on a total

number of outstanding shares of 166,968,888 shares.

Nordic Capital is represented on the board of

directors of Europris.

Nordic Capital has engaged ABG Sundal Collier ASA and

Merrill Lynch International as joint bookrunners in

the Sale (the "Bookrunners"). Moelis & Company is

acting as advisor to Nordic Capital. Advokatfirmaet

Selmer DA and Latham & Watkins (London) LLP are acting

as legal advisors to Nordic Capital.

IMPORTANT NOTICE

THIS INFORMATION IS SUBJECT TO THE DISCLOSURE

REQUIREMENTS PURSUANT TO SECTIONS 4-2, 4-3 AND 5-12 OF

THE NORWEGIAN SECURITIES TRADING ACT.

THESE MATERIALS ARE NOT AN OFFER FOR SALE OF OR A

SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE

UNITED STATES. THE SHARES (AS DEFINED BELOW) HAVE NOT

BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES

ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT

REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER

THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC

OFFERING OF THE SHARES IN THE UNITED STATES.

ANY INVESTMENT DECISION TO BUY SHARES IN THE SALE MUST

BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE

INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED

BY THE BOOKRUNNERS OR NORDIC CAPITAL. THIS

ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR

INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO

BUY SECURITIES OR INVESTMENTS IN THE UNITED STATES,

AUSTRALIA, CANADA OR JAPAN, OR IN ANY JURISDICTION

WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO

ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF

THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS

ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT

PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION

THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM

THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY

CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY

SUCH JURISDICTION.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA")

WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH,

A "RELEVANT MEMBER STATE"), OTHER THAN THE UNITED

KINGDOM, THIS ANNOUNCEMENT AND ANY OFFER IF MADE

SUBSEQUENTLY IS ADDRESSED TO AND DIRECTED EXCLUSIVELY

AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE

MEANING OF THE PROSPECTUS DIRECTIVE ("QUALIFIED

INVESTORS"). FOR THESE PURPOSES, THE

EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE

2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010

PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A

RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT

IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND

THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS

DIRECTIVE 2010/73/EU. IN THE UNITED KINGDOM THIS

ANNOUNCEMENT IS ADDRESSED TO AND DIRECTED EXCLUSIVELY

AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL

EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING

WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND

MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS

AMENDED (THE "ORDER"), (II) WHO ARE HIGH NET WORTH

ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE

ORDER, OR (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE

COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO

AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT

ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS

AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED

KINGDOM AND QUALIFIED INVESTORS IN ANY RELEVANT MEMBER

STATE OTHER THAN THE UNITED KINGDOM AND WILL BE

ENGAGED IN ONLY WITH SUCH PERSONS. OTHER PERSONS

SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY

OF ITS CONTENTS.

IN CONNECTION WITH ANY OFFERING OF THE SHARES OF

EUROPRIS (THE "SHARES"), THE BOOKRUNNERS AND ANY OF

THEIR AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN

ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES

AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR

THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE

BOOKRUNNERS OR THEIR AFFILIATES MAY ENTER INTO

FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN

CONNECTION WITH WHICH THE BOOKRUNNERS (OR THEIR

AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR

DISPOSE OF SHARES. THE BOOKRUNNERS DO NOT INTEND TO

DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR

TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY

LEGAL OR REGULATORY OBLIGATION TO DO SO.

THE BOOKRUNNERS ARE ACTING ON BEHALF OF NORDIC CAPITAL

AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE

SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON

FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF

THE BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO

ANY OFFERING OF THE SHARES.