Europris — Share Issue/Capital Change 2017

Mar 2, 2017

EPR - NC Europris Holding B.V. contemplates sale of up to 54.6 million shares in Europris ASA

EPR - NC Europris Holding B.V. contemplates sale of up to 54.6 million shares in Europris ASA

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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. contemplates sale of up to

54.6 million shares in Europris ASA

Oslo, 2 March 2017: NC Europris Holding B.V. (an entity

ultimately controlled by Nordic Capital Fund VII ) ("Nordic

Capital"), contemplates the sale of up to 54.6 million

shares in Europris ASA ("Europris", ticker "EPR"),

representing their entire holding of 32.71% of the share

capital and voting rights in Europris (the "Sale"). The

potential Sale will be conducted by way of an accelerated

bookbuilt offering to Norwegian and international investors.

The bookbuilding process will commence immediately following

the publication of this announcement and may be closed at

short notice. Any sale of shares in Europris pursuant to the

Sale is subject to approval by Nordic Capital. A further

announcement will be made following completion and pricing

of the Sale.

As of today, Nordic Capital owns 54,619,558 shares in

Europris, representing 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 Carnegie and DNB Markets, a part

of DNB Bank ASA, as joint bookrunners in the Sale

(the "Bookrunners"). Advokatfirmaet Selmer DA is acting as

legal advisor 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 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.

NO GUARANTEE CAN BE MADE THAT ANY SHARES WILL BE SOLD

PURSUANT TO THE SALE.

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.