AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

ISS

Share Issue/Capital Change Sep 9, 2014

3368_iss_2014-09-09_7cbffc36-380e-48bf-8857-41acf8ce1e56.pdf

Share Issue/Capital Change

Open in Viewer

Opens in native device viewer

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURIS-DICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PRESS RELEASE 9 September 2014 Sale of 31,000,000 existing shares in ISS A/S by FS Invest II S.à r.l. and Ontario Teachers' Pension Plan Board

Further to the announcements by Goldman Sachs International ("Goldman Sachs"), Nordea Markets (division of Nordea Bank Danmark A/S), ("Nordea Markets") and UBS Limited ("UBS"), on 8 September 2014, FS Invest II S.à r.l., a wholly owned subsidiary of FS Invest S.à r.l. (FS Invest S.à r.l. is owned and controlled by the EQT Funds (funds known as EQT III and EQT IV together with parallel co-investment vehicles or schemes managed by EQT, being the general partners and managers of the EQT branded funds) and certain funds advised by affiliates of The Goldman Sachs Group, Inc.) and Ontario Teachers' Pension Plan Board ("OTPP") announce that they have sold 31,000,000 existing shares in ISS A/S ("ISS"), equivalent to 16.7% of the share capital and voting rights in ISS to institutional investors pursuant to the accelerated bookbuilt offering at a price of DKK 165 per share (the "Transaction"). OTPP participates with 7.3% of the shares sold equal to 2,256,368 shares in ISS. Whilst selling a portion of its shares in the current offering, OTPP remains a shareholder in ISS with a long term outlook.

Goldman Sachs, Nordea Markets and UBS acted as Managers in the Transaction.

Lazard & Co., Limited ("Lazard") is acting as financial adviser to FS Invest II S.à r.l. in connection with the Transaction.

Following settlement of the Transaction, FS Invest II S.à r.l.'s holding of shares in ISS will constitute 60,782,993 shares of a total nominal value of DKK 60,782,993 corresponding to 32.7% of the share capital and 32.7% of the voting rights in ISS and OTPP's holding of shares in ISS will constitute 22,394,380 shares of a total nominal value of DKK 22,394,380 corresponding to 12.1% of the share capital and 12.1% of the voting rights in ISS.

ISS will not receive any proceeds from the Transaction.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALIFIED INSTITU-TIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT).

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLE-MENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE") (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS").

IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO ARE PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED ("RELEVANT PERSONS"). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS AN-NOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.

IN DENMARK, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.

GOLDMAN SACHS INTERNATIONAL, WHICH IN THE UK ARE AUTHORISED BY THE PRUDENTIAL REGULA-TORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) AND UBS LIMITED ARE ACTING FOR FS INVEST II S.Á R.L. AND ONTARIO TEACHERS' PENSION PLAN BOARD AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTH-ER THAN FS INVEST II S.Á R.L.AND ONTARIO TEACHERS' PENSION PLAN BOARD FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF GOLDMAN SACHS INTERNATIONAL, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) OR UBS LIMITED OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. ONE OR MORE OF THE JOINT BOOKRUNNERS MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY GOLDMAN SACHS INTERNATIONAL, NORDEA MARKETS (DI-VISION OF NORDEA DANMARK A/S) AND UBS LIMITED ON BEHALF OF FS INVEST II S.Á R.L. AND ONTARIO TEACHERS' PENSION PLAN BOARD AND IS THE SOLE RESPONSIBILITY OF FS INVEST II S.Á R.L. AND ON-TARIO TEACHERS' PENSION PLAN BOARD APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON GOLDMAN SACHS INTERNATIONAL, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) AND UBS LIMITED BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, GOLDMAN SACHS INTERNATIONAL, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) AND UBS LIMITED DO NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY FS INVEST II S.Á R.L. OR ONTARIO TEACHERS' PENSION PLAN BOARD, OR ON FS INVEST II S.Á R.L.'S OR ONTARIO TEACHERS' PENSION PLAN BOARD'S BEHALF, OR BY GOLDMAN SACHS INTERNATIONAL, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) AND UBS LIMITED, OR ON GOLDMAN SACHS INTERNATIONAL, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) AND UBS LIMITED'S BEHALF, IN CONNECTION WITH FS INVEST II S.Á R.L. OR ONTARIO TEACHERS' PENSION PLAN BOARD OR THE TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE. GOLDMAN SACHS INTER-NATIONAL, NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) AND UBS LIMITED ACCORDINGLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH THEY MIGHT OTHERWISE HAVE IN RE-SPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT. LAZARD, WHICH IS AUTHORISED AND REGU-LATED BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING EXCLUSIVELY FOR FS INVEST II S.À R.L AND NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT REGARD ANY OTHER PERSON AS ITS CLIENT IN RELATION TO THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER

Page 2

Page 3 THAN FS INVEST II S.À R.L FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS OR FOR GIV-ING ADVICE IN RELATION TO THE TRANSACTION OR THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.

Talk to a Data Expert

Have a question? We'll get back to you promptly.