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