Matas — Major Shareholding Notification 2014

Jan 10, 2014

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 JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PRESS RELEASE 10 January 2014

Sale of 7,918,186 existing shares in Matas A/S by Svenska M Holding 1 AB

Further to the announcement by Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige ("Carnegie"), Morgan Stanley & Co. International plc ("Morgan Stanley") and Nordea Markets (Division of Nordea Bank Danmark A/S) ("Nordea Markets") on 9 January 2014, Svenska M Holding 1 AB (ultimately owned by certain funds advised by affiliates and subsidiaries of CVC Capital Partners SICAV‐FIS S.A. ‐ a private equity firm) announces that it has agreed to sell its entire shareholding of 7,918,186 existing shares in Matas A/S ("Matas"), equivalent to 19.4% of the share capital and voting rights in Matas, to institutional investors pursuant to the accelerated bookbuilt offering at a price of DKK 150 per share (the "Transaction"). Gross proceeds of the Transaction amount to DKK 1,188 million.

Carnegie, Morgan Stanley and Nordea Markets acted as Joint Bookrunners in the Transaction.

Following completion of the Transaction Svenska M Holding 1 AB will no longer own Matas shares.

Matas will not receive any proceeds from the Transaction.

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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. 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 INSTITUTIONAL BUYERS (AS DEFINED IN RULE 4(1)(1/2) UNDER THE SECURITIES ACT).

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED 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 ANNOUNCEMENT 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.

CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC, WHICH IN THE UK ARE AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY, AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) ARE ACTING FOR SVENSKA M HOLDING 1 AB AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN SVENSKA M HOLDING 1 AB FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) 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 CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) ON BEHALF OF SVENSKA M HOLDING 1 AB AND IS THE SOLE RESPONSIBILITY OF SVENSKA M HOLDING 1 AB. APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) 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 SVENSKA M HOLDING 1 AB, OR ON SVENSKA M HOLDING 1 AB'S BEHALF, OR BY CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S), OR ON CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC'S AND NORDEA MARKETS' (DIVISION OF NORDEA DANMARK A/S) BEHALF, IN CONNECTION WITH SVENSKA M HOLDING 1 AB 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. CARNEGIE INVESTMENT BANK, FILIAL AF CARNEGIE INVESTMENT BANK AB (PUBL), SVERIGE, MORGAN STANLEY & CO. INTERNATIONAL PLC AND NORDEA MARKETS (DIVISION OF NORDEA DANMARK A/S) 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 RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.