Bli medlem
Bli medlem

Du är här

2016-05-04

Tokmanni Group Corporation: Announcement of a change in shareholding according to Chapter 9, Section 10 of the Finnish Securities Market Act

Not for publication, distribution or release, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa or Singapore.

Tokmanni Group Corporation Company Announcement 4 May 2016
13.15 EET

Tokmanni Group Corporation - Announcement of a change in shareholding
according to Chapter 9, Section 10 of the Finnish Securities Market Act

Tokmanni Group Corporation (the "Company") has today received a notification
from Cidron Disco S.à r.l. ("Cidron", a company ultimately owned by Nordic
Capital Fund VII1, together with associated co-investment vehicles) according
to which Cidron's direct holding in the Company increased above the threshold
of 30 percent and holding in the Company through financial instruments fell
below the threshold of 10 percent on 4 May 2016 as a result of the return of
13,271,303 previously lent shares by Nordea Bank Finland Plc ("Nordea") to
Cidron.

On 27 April 2016, the Finnish Financial Supervisory Authority granted an
exemption to Cidron pursuant to which the redelivery of the lent shares by
the borrower banks do not create an obligation for Cidron to commence a
mandatory tender offer under Chapter 11 of the Finnish Securities Market Act
if Cidron's holdings of shares and voting rights in the Company, as a result
of redelivery of the lent shares, increases above a threshold of voting
rights carried by the shares of the Company that triggers a mandatory tender
offer obligation (30 percent and/or 50 percent).

Total positions of Cidron:

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| % of shares and voting rights % of shares and voting rights through financial Total of both in % Total number of shares and voting rights of issuer |
| instruments (total of B) |
| (total of A) (A + B) |
| Resulting situation on the date on which 41.65 % 6.00 % 47.65 % 58,868,752 |
|threshold was crossed or reached |
| Position of previous notification (if 19.11 % 28.54 % 47.65 % |
|applicable) |
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
_________

1 "Nordic Capital Fund VII" refers to Nordic Capital VII Alpha,
L.P. and Nordic Capital VII Beta, L.P., for which Nordic Capital VII Limited
acts as General Partner.

Notified details of the resulting situation on the date on which the threshold
was crossed or reached:

A: Shares and voting rights

----------------------------------------------------------------------------------------------
| Class/type of shares Number of shares and voting rights % of shares and voting rights |
| ISIN code (if possible) Direct Indirect Direct Indirect |
| |
| (SMA 9:5) (SMA 9:6 and 9:7) (SMA 9:5) (SMA 9:6 and 9:7) |
| FI4000197934 24,520,177 N/A 41.65 % N/A |
| SUBTOTAL A 24,520,177 41.65 % |
----------------------------------------------------------------------------------------------
B: Financial instruments according to the Finnish Securities Market Act 9:6a

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| Type of financial instrument Expiration date Exercise/ Conversion period Physical or cash settlement Number of shares and voting rights % of shares and voting rights |
| Share Lending Agreement On or about 30 May 2016 N/A Physical settlement 3,532,124 6.00 % |
| SUBTOTAL B 3,532,124 6.00 % |
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
To facilitate delivery of shares against payment therefor in the institutional
offering of the Company, Cidron has on 29 April 2016 entered into a primary
share lending agreement with Nordea. Under the primary share lending
agreement, Cidron lent to Nordea 13,271,303 existing shares corresponding to
the number of new shares allocated by the Company to institutional investors
in the institutional offering to be delivered against payment therefor on 3
May 2016 through Euroclear Finland Ltd. Following such delivery, a
corresponding amount of new shares was issued by the Company to Nordea and
such new shares were registered in the Trade Register on 3 May 2016. Nordea
delivered such shares to Cidron to return the lent shares today, 4 May 2016.
As a result of such share issue by the Company, the total number of shares in
the Company increased to 58,868,752 shares.

In addition, Cidron has on 29 April 2016 entered into a share lending
agreement with Goldman Sachs International ("Goldman Sachs") to cover the
overallotments in the initial public offering of the Company. Under the share
lending agreement, Cidron lent to Goldman Sach 3,532,124 existing shares.
Goldman Sachs has an obligation to return the lent shares by 30 May 2016,
unless Goldman Sachs wholly or partially exercises its over-allotment option
granted by Cidron in connection with the initial public offering, which
exercise will offset the obligation to return on a share-for-share basis. If
all lent shares are returned to Cidron, Cidron's direct holding in the
Company will be 28,052,301 shares, corresponding to 47.65 percent of shares
and voting rights in the Company.

For further information

Joséphine Mickwitz, Head of IR and Communications, tel: +358 20 728 6535

Tokmanni in brief

Tokmanni is the largest general discount retailer in Finland measured by
number of stores and revenue. In 2015, Tokmanni's revenue was EUR 755 million
and on average it had approximately 3,200 employees. Tokmanni is the only
nationwide general discount retailer in Finland, with 156 stores across
Finland as at 31 December 2015.

Distribution:

Nasdaq Helsinki

Key Media

Important Notice

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, fairness or completeness. The information in this announcement may
be subject to change.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, New
Zealand, South Africa or Singapore or any other jurisdiction where to do so
would constitute violation of the relevant laws of such jurisdiction.

This announcement is not a prospectus for the purposes of Directive 2003/71/EC
(such directive, as amended, together with any applicable implementing
measures in the relevant member state of the European Economic Area under
such Directive, the "Prospectus Directive"). A prospectus prepared pursuant
to the Prospectus Directive and approved by the Finnish Financial Supervisory
Authority has been published and can be obtained from the Company and other
places indicated in the prospectus. Investors should not subscribe for or
purchase any securities referred to in this announcement except on the basis
of information contained in the prospectus.

This announcement does not contain or constitute an offer to sell, or a
solicitation of an offer to purchase, any securities in the United States.
The securities referred to herein may not be offered or sold in the United
States absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended. The Company does not intend to register
any of the securities in the United States or to conduct a public offering of
the securities in the United States.

This announcement is directed only at: (A) 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 (the "Qualified Investors"); (B)
in the United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments and 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) are high net worth entities falling within
Article 49 of the Order; and (C) other persons to whom it may otherwise
lawfully be communicated (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.

None of Goldman Sachs, Nordea, Merrill Lynch International or Carnegie
Investment Bank AB, Finland branch (together, the "Managers") or any of their
respective affiliates, directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
re...

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.