Swedish Match announces that Scandinavian Tobacco Group A/S publishes offering circular in connection with its contemplated IPO.


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”) 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 STG.

Today Scandinavian Tobacco Group A/S (“STG”) has published an offering circular
including the indicative price range in connection with its contemplated Initial
Public Offering (“IPO” or the “Offering”) and subsequent admission to trading
and listing of the STG shares on Nasdaq Copenhagen. First day of trading on
Nasdaq Copenhagen is expected no later than February 10, 2016.
As previously communicated, the contemplated IPO consists of a partial sale of
existing shares by the STG shareholders, Swedish Match (via Swedish Match Cigars
Holding AB) and Skandinavisk Holding II A/S. Swedish Match currently holds 49
percent of the shares in STG. The shareholders expect to sell 35.6 percent of
their holding with an overallotment option of another 4.4 percent. The
shareholders intend to sell equal amounts of shares. If the Offering is fully
subscribed and the overallotment option is exercised in full, Swedish Match will
hold 29 percent of the shares in STG following the completion of the IPO. The
Board of Directors of Swedish Match AB intends to propose to the annual general
meeting that a substantial portion of the proceeds from the contemplated
transaction should be distributed to the Swedish Match shareholders through a
dividend payment.

As set forth in the offering circular, the indicative price range has been set
at DKK 93 to DKK 110 per share, corresponding to an implied equity value of STG
of approximately DKK 9.3 billion to DKK 11 billion. The offer price is expected
to be announced no later than 8:00 a.m. CET on February 10, 2016. The offer
period will commence as of today January 28, 2016 and will close no later than
4:00 p.m. CET on February 9, 2016. The shares sold in the IPO are expected to be
admitted to trading and official listing on Nasdaq Copenhagen no later than
February 10, 2016 under the symbol “STG”.

Further, as set forth in the offering circular, and as a part of the Offering,
the STG shareholders will sell shares in STG at the offer price to Conny
Karlsson, chairman of the Board of Directors in Swedish Match, and Marlene
Forsell, CFO in Swedish Match, who are members of the Board of Directors in STG.
As further set out in the offering circular, Lars Dahlgren, CEO of Swedish
Match, and Fredrik Lagercrantz, SVP at Swedish Match, intend to resign from the
Board of Directors of STG at the completion of the IPO allowing new members to
be elected in order to accommodate a more diverse shareholder base.

Lars Dahlgren, President and CEO of Swedish Match notes, “This IPO will provide
many benefits to the Scandinavian Tobacco Group, helping to not only diversify
the shareholder base, but also to increase the visibility of the company and
enable the company to further develop its businesses and remain a strong and
attractive employer. For Swedish Match, such an IPO would provide tangible
benefits to our shareholders in terms of both return of shareholder value and
enhanced focus on our core business.”

The complete terms and conditions for the IPO are set forth in the offering
circular published by STG and which is made available on the STG website, www.st
-group.com.

J.P. Morgan Securities Ltd., 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.

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 prospectus 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.

This release contains forward-looking information. No guarantee can be given
that these expectations will prove correct. Accordingly, the actual future
outcome could vary considerably compared to that stated in the forward-looking
information, due to such factors as changed market conditions or other factors.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.

___________

Contacts:

Lars Dahlgren, President and Chief Executive Officer
Office +46 8 658 0200

Marlene Forsell, Senior Vice President and Chief Financial Officer
Office +46 8 658 0200

Emmett Harrison, Senior Vice President Investor Relations and Corporate
Sustainability
Office +46 8 658 0173

___________

The character of this information is such that it shall be disclosed by Swedish
Match AB (publ) in accordance with the Swedish Securities Markets Act. The
information was disclosed to the media on 28 January, 2016 at 08.59 a.m. (CET).
___________
Swedish Match develops, manufactures, and sells quality products with market
-leading brands in the product areas Snus and moist snuff, Other tobacco
products (cigars and chewing tobacco), and Lights (matches, lighters, and
complementary products). Production is located in six countries, with sales
concentrated in Scandinavia and the US. The Group’s global operations generated
sales of 14,303 MSEK for the twelve month period ending 30 September 2015. The
Swedish Match share is listed on Nasdaq Stockholm (SWMA).

Swedish Match’s vision is a world without cigarettes. Some of its well-known
brands include: General, Longhorn, White Owl, Red Man, Fiat Lux, and Cricket.
___________

Swedish Match AB (publ), SE-118 85 Stockholm, Sweden
Visiting address: Sveavägen 44, 8th Floor. Telephone: +46 8 658 0200
Corporate Identity Number: 556015-0756
www.swedishmatch.com

Anhänge

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