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2016-02-10

Scandinavian Tobacco Group A/S: Company announcement 4/2016 - Scandinavian Tobacco Group Prices Its Initial Public Offering at DKK 100 per Offer Share

COMPANY
ANNOUNCEMENT

No. 4/2016

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA 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 the offering circular published by STG
in connection with the offering and admission of such securities to trading
and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen").

Copenhagen, 10 February 2016

Scandinavian Tobacco Group Prices Its Initial Public Offering at DKK 100 per
Offer Share

Today, STG announces the result of its initial public offering, and the final
offer price of DKK 100 per share. Admission to trading in and official
listing on Nasdaq Copenhagen of the shares of STG is expected to take place
on 10 February 2016, under the symbol "STG".

Jørgen Tandrup, Chairman of Scandinavian Tobacco Group
commented:
"We have seen great interest in our company from both Danish and international
investors and are pleased with the positive feedback we have received and the
final pricing of our initial public offering. In the light of the existing
volatile financial markets, we see this as a sign of confidence in the solid
performance of our company. As representative of all shareholders I would
like to welcome all our new owners of Scandinavian Tobacco Group."

Niels Frederiksen, Scandinavian Tobacco Group's CEO,
commented:
"Becoming a listed company marks the beginning of a new era for Scandinavian
Tobacco Group and I would like to thank all new shareholders for the interest
and trust they have shown us. I would also like to extend my thanks to our
many skilled employees who have worked hard to make this happen. We are all
committed to deliver on our promises and on our ambitious plans."

* Final offer price is set to DKK 100 per share
* The final offer price gives STG a market capitalisation of DKK 10,000
million
* 17,800,000 shares are sold by Skandinavisk Holding II A/S
* 17,800,000 shares are sold by Swedish Match Cigars Holding AB
* The Managers have been granted an overallotment option of an additional
4,400,000 shares, exercisable in whole or in part until 11 March 2016
* The offering will amount to DKK 3,560 million assuming no exercise of the
overallotment option, and DKK 4,000 million assuming full exercise of the
overallotment option
* The free float, calculated as the proportion of shares held by new
investors following the offering will be 35.6%, and 40.0% if the
overallotment option is exercised in full
* Approximately 11,500 new investors have been allocated shares in STG in
connection with the offering
* Retail investors in Denmark have been allocated approximately 10% of the
offer shares, and 90% have been allocated to Danish and international
institutional investors
* Skandinavisk Holding II A/S will hold 33,200,000 shares (33.2% of STG's
share capital) after completion of the offering, prior to any exercise of
the overallotment option. Assuming full exercise of the overallotment
option, Skandinavisk Holding II A/S will hold 31,000,000 shares (31.0% of
STG's share capital)
* Swedish Match Cigars Holding AB will hold 31,200,000 shares (31.2% of STG's
share capital) after completion of the offering, prior to any exercise of
the overallotment option. Assuming full exercise of the overallotment
option, Swedish Match Cigars Holding AB will hold 29,000,000 shares (29.0%
of STG's share capital)
* For individual orders of more than DKK 3 million, individual allocations
have been determined by Skandinavisk Holding II A/S, Swedish Match Cigars
Holding AB and STG's Board of Directors, in consultation with the Joint
Global Coordinators
* For retail orders of up to and including DKK 3 million, allocations have
been determined mathematically - and all amounts of shares have been
rounded down the nearest whole number of shares - as follows: * Orders for
up to and including 200 shares, corresponding to DKK 20,000, have been
allocated in full; and * Orders for more than 200 shares have been
allocated 200 shares and 14% of the remaining order
* A total of 215,440 shares, corresponding to DKK 21.5 million, have been
allocated to members of STG's Board of Directors, Executive Management, Key
Employee and certain other employees and new members of the Board of
Directors of STG at the offer price

Admission to trading and official listing of STG's shares on Nasdaq Copenhagen
is expected on 10 February 2016. The shares will be issued under ISIN
DK0060696300.

The offer shares are expected to be delivered on or about 12 February 2016
against payment in immediately available funds in DKK. The offer shares will
be delivered in book-entry form to investors' accounts with VP Securities A/S
and through the facilities of Euroclear Bank, S.A./N.A. and Clearstream
Banking S.A.

A timetable of expected principal events following the offering can be seen
below.

----------------------------------------------------------------------------------------
| Events Expected date |
| First day of trading and official listing of the shares on Nasdaq 10 February 2016 |
| |
|Copenhagen under the permanent ISIN |
| completion of the offering, including settlement of the shares 12 February 2016 |
| |
|(excluding the overallotment option, unless exercised by that date) |
----------------------------------------------------------------------------------------
J.P. Morgan Securities plc is acting as Lead Global Coordinator, and J.P.
Morgan Securities plc together with, Deutsche Bank AG, 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.

References in the offering circular to J.P. Morgan Ltd refer to J.P. Morgan
Securities plc.

For further information, please contact:

For media enquiries:
Kaspar Bach Habersaat, Director of Group Communications, phone: +45 7220 7152
orkaspar.bach@st-group.com.

For investor enquiries:
Torben Sand, Head of Investor Relations, phone: +45 7220 7126
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 (or affiliate thereof)
registered as a broker-dealer under the U.S. Securities Exchange Act of 1934.
Scandinavian Tobacco Group A/S does not intend to register any portion of the
offering of the securities in the United States or to conduct a public
offering of the securities in the United States.

In any EEA Member State, other than Denmark, that has implemented Directive
2003/71/EC as amended (together with any applicable implementing measures in
any Member State, the "Prospectus Directive"), this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive.

This communication does not constitute an offer of the securities to the
public in the United Kingdom. No offering circular has been or will be
approved in the United Kingdom in respect of the securities. This
communication is being distributed to and is directed only at (i) persons who
are outside the United Kingdom or (ii) persons who are investment
professionals within the meaning of Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "Relevant Persons"). Any investment
activity to which this communication relates will only be available to and
will only be engaged with Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this document or any of its contents.

Stabilisation/FCA

The Joint Global Coordinators, the Joint Bookrunners and the Co-lead Manager
and their affiliates are acting exclusively for Scandinavian Tobacco Group
A/S and the selling shareholders and no one else in connection with the
offering. They will not regard any other person as their respective client in
relation to the offering and will not b...

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