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2016-09-13

Vision Capital: Sale of shares in Nordax Group AB (publ)

Press release, 13 September 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.

Carnegie Investment Bank AB ("Carnegie") has been retained to explore
the opportunity to sell shares in Nordax Group AB (publ) ("Nordax")
(the "Placing"). The shares are owned by Vision Capital Partners VII
LP (Guernsey LP) and Vision Capital Partners VII A LP (Guernsey LP)
(together "Vision Capital").

Vision Capital's current holding amounts to 40,058,347 shares,
representing 36.1% of the total number of shares and votes in Nordax
(31,425,308 shares are held by Vision Capital Partners VII LP
(Guernsey LP) and 8,633,039 shares are held by Vision Capital
Partners VII A LP (Guernsey LP)).

The price per share in the Placing will be determined through an
accelerated bookbuilding process. The bookbuilding period commences
today, 13 September 2016, at 17:30 CET and may close at any time on
short notice. Subject to customary exceptions or obtaining consent
from Carnegie, Vision Capital has agreed to a 60-day lock-up period
in relation to its remaining shares in Nordax.

Carnegie is acting as sole bookrunner in connection with the Placing.

Vision Capital

13 September 2016

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED
TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT
BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC
OFFERING OF THE SHARES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR
SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS
IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. 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. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF ANY SUCH 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 THE 2010 PD AMENDING
DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE), AND
INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER
STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS DIRECTIVE
2010/73/EU.

IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT
QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED.

IN CONNECTION WITH THE PLACING, CARNEGIE AND ANY OF ITS AFFILIATES
ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL
POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL
FOR ITS OWN ACCOUNT SUCH SHARES. IN ADDITION CARNEGIE OR ITS
AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH
INVESTORS IN CONNECTION WITH WHICH CARNEGIE (OR ITS AFFILIATES) MAY
FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. CARNEGIE DOES
NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR
TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR
REGULATORY OBLIGATION TO DO SO.

CARNEGIE IS ACTING ON BEHALF OF THE SELLER AND NO ONE ELSE IN
CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF CARNEGIE
OR FOR PROVIDING ADVICE IN RELATION TO THE PLACING.

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http://news.cision.com/vision-capital/r/sale-of-shares-in-nordax-group-a...
http://mb.cision.com/Main/14838/2078716/561281.pdf

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