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 is not a prospectus but an advertisement 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 the prospectus 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”). Today, Scandinavian Tobacco Group (STG) announced the close and results of its Initial Public Offering. The announced final offer price of DKK 100 per share corresponds to a market capitalisation of STG of DKK 10 billion. As of today, Swedish Match holds1) (http://connect.ne.cision.com#_ftn1) 31.2 percent of STG (31,200,000 shares) after completion of the offering and prior to any exercise of the overallotment option. Swedish Match intends to distribute proceeds to shareholders through a special dividend. Assuming full exercise of the overallotment option at a later date, Swedish Match will hold 29.0 percent of STG (29,000,000 shares). The proceeds from the STG shares sold by Swedish Match in the Offering are planned to be transferred to Swedish Match’s shareholders. The Board of Directors of Swedish Match therefore intends to propose a special dividend of SEK 12 per share in addition to the ordinary dividend to be proposed to the 2016 Swedish Match Annual General Meeting (AGM). It is intended that both the ordinary dividend and the special dividend will be paid concurrently. Swedish Match expects that the capital gain from the reduction of share ownership will be in excess of MSEK 500, not subject to taxation, and will be recognized in the financial statement for the first quarter of 2016. Further, STG announced today that admission to trading and official listing on Nasdaq Copenhagen of the shares of STG is expected to take place as of today, February 10, 2016, under the symbol “STG”. For more detailed information and a copy of STG’s press release on this subject, please visit www.st-group.com. 1) Through Swedish Match Cigars Holding AB. ___________ 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. Stabilisation/FCA The Joint Global Coordinators, the Joint Bookrunners and the Co-lead Manager and their affiliates are acting exclusively for Scandinavian Tobacco Group A/S and the selling shareholders and no one else in connection with the contemplated IPO. They will not regard any other person as their respective client in relation to the contemplated IPO and will not be responsible to anyone other than Scandinavian Tobacco Group A/S and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the contemplated IPO, the contents of this communication or any transaction, arrangement or other matter referred to herein. In connection with the contemplated IPO, the Joint Global Coordinators, the Joint Bookrunners and the Co-lead Manager and any of their affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Scandinavian Tobacco Group A/S or related investments in connection with the contemplated IPO or otherwise. Accordingly, references in the prospectus to the shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, acquisition, placing or dealing by such Joint Global Coordinators, the Joint Bookrunners and the Co-lead Manager and any of their affiliates acting as investors for their own accounts. The Joint Global Coordinators, the Joint Bookrunners and the Co -lead Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Matters discussed in this communication may constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and anticipated or planned financial and operational performance and can be identified by words such as “targets,” “believes,” “expects,” “aims,” “intends,” “plans,” “seeks,” “will,” “may,” “might,” “anticipates,” “would,” “could,” “should,” “continues,” “estimate” or similar expressions. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Scandinavian Tobacco Group A/S believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. 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 0441 Marlene Forsell, Senior Vice President and Chief Financial Officer Office +46 8 658 0489 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 10 February, 2016 at 08.45 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 comments on the completion of the IPO of STG and the Board of Directors’ propose a special dividend to Swedish Match’s shareholders
| Source: Swedish Match AB