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2016-05-18

Bravissima Holding AB: Sale of shares in Bravida Holding AB (publ)

Press release, Stockholm, 18 May 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Bravissima Holding AB (the "Seller") has sold in total 22,000,000
ordinary shares in Bravida Holding AB (publ), a company listed on
Nasdaq Stockholm, ("Bravida") through an accelerated bookbuilding
process to institutional investors at a price of SEK 51.50 per share
(the "Placing"). The size of the Placing was increased from up to
20,000,000 ordinary shares to 22,000,000 ordinary shares due to
strong investor demand.

Following the Placing, the Seller owns 91,390,399 ordinary shares,
corresponding to 45.07 per cent of the total number of shares and
45.31 per cent of the total number of votes in Bravida. The Seller
has agreed to a 90-day lock-up undertaking on the remaining shares
held in Bravida.

Morgan Stanley & Co. International plc and Nordea Bank AB (publ) have
acted as joint bookrunners in connection with the Placing. Rothschild
has acted as financial adviser to the Seller.

Bravissima Holding AB is an entity indirectly controlled by the
investment funds managed by Bain Capital Private Equity, LP and its
affiliates.

IMPORTANT NOTICE

This announcement is not for publication or distribution or release,
directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United
States and the District of Columbia), Canada, Australia or Japan or
any other jurisdiction where such an announcement would be unlawful.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this document
or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. 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.

This announcement does not constitute or form part of an offer for
sale or solicitation of an offer to purchase or subscribe for
securities in the United States or any other jurisdiction. The
securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold, directly or
indirectly, in the United States, absent registration under or an
exemption from, or transaction not subject to, the registration
requirements of, the Securities Act. No public offering of securities
is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
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 Directive 2010/73/EU,
to the extent implemented in a Relevant Member State), and includes
any relevant implementing measure in the Relevant Member State. In
the United Kingdom this announcement is only being distributed to,
and is only directed at, and any investment or investment activity to
which this announcement relates is available only to, and will be
engaged in only with, Qualified Investors who are (i) investment
professionals falling with Article 19(5) of the UK Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order, or (iii) other persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not
take any action on the basis of this announcement and should not act
or rely on it.

Any investment decision in connection with the Placing must be made on
the basis of all publicly available information relating to the
Company and the Company's shares. Such information has not been
independently verified. The information contained 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.

In connection with the Placing, Morgan Stanley, Nordea or any of their
respective affiliates may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for its own accounts such shares and
other securities of the company or related investments in connection
with the Placement or otherwise. Accordingly, references to the
shares 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, Morgan Stanley,
Nordea and any of their respective affiliates acting as investors for
their own accounts. Morgan Stanley and Nordea 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.

This announcement does not purport to identify or suggest the risks
(direct or indirect) which may be associated with an investment in
the Company or the Company's shares. Morgan Stanley, which is
authorised by the Prudential Regulatory Authority and regulated by
the Financial Conduct Authority and the Prudential Regulatory
Authority, and Nordea are acting for the Seller only in connection
with the Placing and no one else, and will not be responsible to
anyone other than the Seller for providing the protections offered to
clients of Morgan Stanley and Nordea, nor for providing advice in
relation to the shares or the Placing.

N M Rothschild & Sons Ltd ("Rothschild"), which in the UK is
authorised by the prudential regulatory authority and regulated by
the Financial Conduct Authority and the Prudential Regulatory
Authority, is acting for Bravissima Holding AB and for no one else in
connection with the transaction and will not be responsible to anyone
other than Bravissima Holding AB for providing the protections
afforded to customers of 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.

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http://news.cision.com/bravissima-holding-ab/r/sale-of-shares-in-bravida...
http://mb.cision.com/Main/14397/2011381/517107.pdf

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