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2016-01-28

Scandinavian Tobacco Group A/S: Company announcement 1/2016 - Scandinavian Tobacco Group publishes offering circular and sets indicative price range

COMPANY ANNOUNCMENT

No. 1/2016

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN

This announcement does not constitute an offering circular and nothing herein
contains an offering of securities. No one should purchase or subscribe for
any securities in Scandinavian Tobacco Group A/S ("STG" or the "Company")
except on the basis of information in any offering circular published by STG
in connection with the potential offering and admission of such securities to
trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen").
Copies of any such offering circular will, following publication, be
available from STG's registered office and on the website of the Company.

Copenhagen, 28 January 2016

Scandinavian Tobacco Group A/S Publishes
Offering Circular And Sets Indicative Price Range
in Connection with Its Contemplated IPO

Scandinavian Tobacco Group A/S today publishes an offering circular and sets
the indicative price range in connection with its contemplated initial public
offering ("IPO" or the "Offering") and subsequent admission to trading in and
listing of its shares on Nasdaq Copenhagen. The contemplated IPO consists of
a partial sale of existing shares by the Company's shareholders, Skandinavisk
Holding II A/S and Swedish Match Cigars Holding AB.

The contemplated IPO marks an important milestone for STG providing a strong
platform for future growth by enhancing the visibility of the Company,
further improving the ability to attract and retain key employees as well as
diversifying the shareholder base, among other benefits.

Jørgen Tandrup, Chairman of the board of directors of STG,
commented:

"Today's announcement marks the start of an exciting new journey for the
company. In 2010, we created a global leader with scale and a highly
recognised and diverse brand portfolio within cigars, pipe tobacco and
fine-cut tobacco. The company has a strong financial performance, and the
management has a clear strategy for developing the business and improving
profitability. I am excited to see the company go public and welcome new
shareholders to take part in the future value creation of Scandinavian
Tobacco Group."

Niels Frederiksen, CEO of STG,
commented:

"Since we announced our intention to launch an IPO, we have received very
positive feedback from potential investors and other stakeholders. We have
several avenues for growing our business, and by optimising our business,
particularly our supply chain, we improve profitability as well as our
capabilities to act as consolidator of our industry. With our solid financial
performance, a strong and diversified brand portfolio and global presence, we
are in good shape to welcome new shareholders. "

Selected highlights of the IPO

* The indicative price range has been set at DKK 93 to DKK 110 per share of
DKK 1 nominal value
* The indicative price range corresponds to an implied market capitalisation
of STG of DKK 9.3 billion to DKK 11 billion
* The IPO comprises the following: * An offering of 35,600,000 existing
shares, equivalent to 35.6% of STG's share capital, by the Company's
shareholders, Skandinavisk Holding II A/S and Swedish Match Cigars Holding
AB, * The Managers have been granted an overallotment option of up to
4,400,000 additional shares, equivalent to 4.4% of STG's share capital,
exercisable in whole or in part until 11 March 2016 * Up to 231,642 shares,
equivalent to approx. 0.2% of STG's share capital, have been reserved for
purchase by the existing board of directors, the new board of directors,
the executive management, the key employee and a limited number of other
employees of STG and its subsidiaries
* STG will not receive any proceeds from the Offering
* Following the IPO, the free float will be 35.6%-40%, depending on the
potential exercise of the overallotment option
* The offer price will be determined through a book-building process and is
expected to be announced through Nasdaq Copenhagen no later than 8:00 a.m.
CET on 10 February 2016
* The offer period will commence on 28 January 2016 and will close no later
than 4:00 p.m. CET on 9 February 2016. The offer period may be closed prior
to 9 February 2016; however, the offer period will not be closed in whole
or in part before 6 February 2016 at 00:01 a.m. (CET). The Offer Period in
respect of applications for purchases of amounts up to, and including, DKK
3 million may be closed before the remainder of the Offering is closed. Any
such earlier closing in whole or in part will be published through Nasdaq
Copenhagen
* The shares sold in the IPO are expected to be admitted to trading and
official listing on Nasdaq Copenhagen no later than 10 February 2016 under
the symbol "STG"
* The shares are issued under ISIN DK0060696300

Information on the Offering

The Offering includes:

* An initial public offering in Denmark to institutional and retail
investors;
* A private placement in the United States only to persons who are qualified
institutional buyers or QIBs in reliance on Rule 144A or pursuant to
another available exemption from, or a transaction not subject to, the
registration requirements under the U.S. Securities Act; and
* Private placements to institutional investors in the rest of the world in
compliance with Regulation S under the U.S. Securities Act.

The shares are expected to be delivered on or around 12 February 2016 (the
"Settlement Date") against payment in immediately available funds in Danish
kroner (DKK). The shares will be delivered in book-entry form on the
Settlement Date to investors' accounts with VP Securities A/S and through the
facilities of Euroclear and Clearstream. All settlement in connection with
the Offering will take place in the permanent ISIN (DK0060696300).

J.P. Morgan Securities Ltd. is acting as Lead Global Coordinator, and J.P.
Morgan Securities Ltd. together with Deutsche Bank AB, London Branch and
Nordea Markets (division of Nordea Bank Danmark A/S) are acting as Joint
Global Coordinators and Joint Bookrunners in the Offering, and Carnegie
Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige is
acting as Co-Lead Manager in the Offering. FIH Partners A/S is acting as
financial advisor to STG.

Offering Circulars

In connection with the Offering, the Company has prepared four versions of the
offering document: (i) a prospectus in English for purposes of the Danish
Offering (the "English Language Offering Circular"); (ii) an offering
circular in Danish to be made available in connection with the Danish
Offering (the "Danish Offering Circular"); (iii) an offering circular in
English for use in the international private placement outside of Denmark and
the United States (the "International Offering Circular"); and (iv) an
offering circular in English in connection with the private placement in the
United States (the "U.S. Offering Circular", and together with the English
Language Offering Circular, the Danish Offering Circular and the
International Offering Circular, the "Offering Circular").

Special attention should be given to the "Risk Factors" described in the
Offering Circular. The Offering Circular will be made available to eligible
investors at no cost at the registered office of Scandinavian Tobacco Group
A/S, Sydmarken 42, DK-2860 Søborg, Denmark. The Offering Circular can also be
obtained upon request from:

Nordea Markets (division of Nordea Bank Danmark A/S)
Strandgade 3, PO Box 850
DK-0900 Copenhagen C
Denmark

phone: 33 33 52 78
e-mail:prospekt.ca@nordea.com

and can be requested through Nordea's branches in Denmark. The Offering
Circular is also available to eligible persons on the STG
website,www.st-group.com.

New Board of Directors

As announced in STG's intention to float press release of 14 January 2016
Søren Bjerre-Nielsen, Dianne Neal Blixt and Luc Missorten are expected to be
appointed as new members of the Board of Directors of STG immediately before
the completion of the IPO.

Anders Obel, Lars Dahlgren and Fredrik Lagercrantz will resign from the Board
of Directors. Hereafter, the Board of Directors will consist of eight members
elected by the general meeting, seven of whom will be considered independent,
and four members elected by the employees.

For further information, please contact:

For media enquiries:
Kaspar Bach Habersaat, Director of Group Communications, phone: +45 72207152
orkaspar.bach@st-group.com

For investor enquiries:
Torben Sand, Head of Investor Relations, phone: +45 7220 7216
ortorben.sand@st-group.com.

About Scandinavian Tobacco Group

Scandinavian Tobacco Group A/S with its subsidiaries (the "Group
") is a world leading producer of cigars and traditional pipe tobacco. The
Group also produces fine-cut tobacco and sells tobacco-related accessories.
The Group produces and sells 3 billion cigars and 5,000 tonnes of pipe and
fine-cut tobacco annually. Scandinavian Tobacco Group believes it is the only
company globally with a core strategic focus on production and distribution
in all of these tobacco categories.

Scandinavian Tobacco Group holds market-leading positions in the machine-made
cigar market in Europe, the handmade cigar market in the US, the online and
catalogue retail sales of cigars in the US, the traditional pipe tobacco
market globally and in selected fine-cut tobacco markets.

Scandinavian Tobacco Group has a diversified portfolio of more than 200 brands
providing a complementary range of established global brands and local
champions. In the cigar segment, the brand portfolio comprises Café Crème,
La Paz, Macanudo, CAO, Partagas (US) and Cohiba (US). Pipe tobacco brands
include Captain Black, Erinmore, Borkum Riff and W.Ø. Larsen, while leading
fine-cut tobacco brands include Bugler, Break, Escort, Bali Shag and
Tiedemanns.

As at 31 December 2015, the Group employed approx. 8,100 people in the
Dominican Republic, Honduras, Nicaragua, Indonesia, Europe, New Zealand,
Australia, Canada and the US.

For more information please visitwww.st-group.com.
Important notice

Copies of this announcement are not being made and may not be distributed or
sent into the United States of America, Canada, Australia or Japan.

This communication does not constitute an offer of the securities to the
public in the United States. The securities referred to herein may be offered
or sold in the United States only (1) if registered, or in a transaction
exempt from, or not subject to, registration under the U.S. Securities Act of
1933, as amended, and (2) by the issuer or a manager...

Författare WKR

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