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2021-10-06

Storskogen Group AB: First day of trading in Storskogen's B-shares on Nasdaq Stockholm

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in a prospectus in its final form (the "Prospectus") that has been published by Storskogen Group AB (publ) in connection with the initial public offering of its series B shares (the "B-shares") and the listing of its B-shares on Nasdaq Stockholm (the "Listing").

Storskogen Group AB (publ) ("Storskogen" or the "Group"), a fast-growing owner of small and medium-sized enterprises ("SMEs"), today announces the outcome of the offering (the "Offering") and listing of its B-shares on Nasdaq Stockholm (the "IPO"). The Offering attracted very strong interest from large Swedish and international institutional investors as well as the general public in Sweden. The Offering was substantially oversubscribed. Trading on Nasdaq Stockholm commences today, 6 October 2021.

The Offering in Brief

  • As previously announced, the price per B-share in the Offering was SEK 38.50 per B-share (the "Offering price"), equivalent to a pre-money equity value of approximately SEK 56.4 billion.[1]
  • The Offering comprised 348,034,945 B-shares, corresponding to approximately 23.6 per cent of the total number of B-shares (and approximately 21.5 per cent of the total number of shares (including A-shares) and approximately 11.8 per cent of the total number of votes) in Storskogen after the completion of the Offering (but prior to the exercise of the Overallotment Option (as defined below), of which 155,844,155 B-shares were newly issued B-shares offered by Storskogen and 192,190,790 B-shares were existing B-shares offered by the principal shareholders and other existing shareholders (primarily through Storskogen SellCo AB[2]).
  • The newly issued B-shares will provide Storskogen with proceeds of approximately SEK 6 billion before transaction costs.
  • In order to cover any over-allotment or short positions in connection with the Offering, Storskogen has granted the Joint Global Coordinators an option to acquire up to 52,205,241 additional newly issued B-shares, corresponding to a maximum of 15 per cent of the total number of B-shares in the Offering (the "Overallotment Option"), corresponding to an additional value of up to approximately SEK 2 billion before transaction costs.
  • Provided that the Overallotment Option is exercised in full, the Offering will comprise of up to 400,240,186 B-shares, which represent approximately 26.2 per cent of the total number of B-shares (and approximately 23.9 per cent of the total number of shares (including A-shares) and approximately 13.3 per cent of the total number of votes) in Storskogen after the completion of the Offering.
  • The total value of the Offering amounted to approximately SEK 13.4 billion (approximately SEK 15.4 billion if the Overallotment Option is exercised in full).
  • AMF, funds managed and advised by Capital World Investors, Cliens Kapitalförvaltning, Daniel Kaplan, Danica Pension Livsforsikringsaktieselskab, Lannebo Fonder, Nordea Investment Management, ODIN Fonder, Livförsäkringsbolaget Skandia, Ömsesidigt and Skandia Fonder AB on behalf of investment funds, Swedbank Robur Fonder and Spiltan Fonder (the "Cornerstone Investors") have acquired B-shares in the Offering for an aggregate amount of SEK 11,050 million. The shares acquired by the Cornerstone Investors represent, in aggregate, approximately 18.8 per cent of the total number of B-shares (and approximately 17.2 per cent of the total number of shares (including A-shares) and approximately 9.6 per cent of the total number of votes) in Storskogen after the completion of the Offering, and approximately 71.7 per cent of the B-shares in the Offering, assuming that the Overallotment Option is exercised in full.
  • Trading on Nasdaq Stockholm commences today 6 October 2021 under the trading symbol "STOR".
  • Settlement is expected to take place on 8 October 2021.

Daniel Kaplan, CEO, and co-founder of Storskogen, comments:

"We have established a strong position and a proven industry competence, which gives us a solid platform to continue our acquisition driven growth. The significant interest from institutional and private investors will be a great asset for Storskogen and I now welcome all new shareholders onboard our continued growth journey."

Elisabeth Thand Ringqvist, Chair of Storskogen, comments:

"Storskogen's employees and management have together established a successful business model. Not only has the team managed to complete 144 acquisitions to date, but has also taken care of and developed its subsidiaries to become successful. Today, the Company gains access to Swedish and international capital markets, and with a clear plan for continued growth, the Company is well equipped for the future."

Stabilisation measures
In connection with the Offering, Carnegie Investment Bank AB (publ) will act as stabilisation manager ("Stabilisation Manager") and may, to the extent permitted in accordance with Swedish law, carry out transactions in order to maintain the market price for the B-shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the B-shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter.

The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the Offering Price. The Stabilisation Manager may use the Overallotment Option to over-allot B-shares in order to facilitate any stabilisation transaction.

The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued not later than within the aforementioned 30-day period. The Stabilisation Manager must, not later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

Advisors

Carnegie Investment Bank AB (publ), Goldman Sachs Bank Europe SE and J.P. Morgan AG are acting as Joint Global Coordinators and Joint Bookrunners in the IPO. BNP PARIBAS, Danske Bank A/S, Danmark, Sverige Filial, DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp, filial i Sverige, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) are acting as Joint Bookrunners in the IPO. Gernandt & Danielsson Advokatbyrå KB is legal advisor to Storskogen as to Swedish law and Milbank LLP is legal advisor to Storskogen as to U.S. law. White & Case LLP is legal advisor to the Joint Global Coordinators and Joint Bookrunners as to Swedish and U.S. law.

About Storskogen
Storskogen acquires and manages well-managed and profitable small and medium-sized enterprises within the business areas Industry, Trade and Services in the Nordic countries, DACH and the United Kingdom. At the end of the first half-year 2021, Storskogen consisted of 94 business units with a total of approximately 7,000 employees and a trailing annual turnover (RTM) of almost SEK 19 billion.

For further information, please contact:
Daniel Kaplan, CEO, and co-founder
Tel: +46 73 - 920 94 00
E-mail: daniel.kaplan@storskogen.com

Lena Glader, CFO

Tel: +46 73 - 988 44 66

E-mail: lena.glader@storskogen.com

Michael Metzler, Press Officer

Tel: +46 70 - 455 58 81

E-mail: michael.metzler@storskogen.com

The information was submitted for publication, through the agency of the contact persons set out above, at 08:00 CEST on 6 October 2021.

Important legal information

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This is an announcement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation", as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any 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.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The proposed offer and sale of securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities referred to herein in the United State...

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