The Offering in brief

• The Offering price has been set at SEK 96 per share, corresponding to a market capitalisation of Nordnet of SEK 24,000 million.
• The Offering comprises 94,000,000 existing shares in the Company, offered by Nordic Capital[1], E. Öhman J:or Intressenter AB[2] ("Öhman Intressenter") and E. Öhman J:or Intressenter II AB[3] (together the “Selling Shareholders”). The Company will not receive any proceeds from the sale of the shares in the Offering.
• In order to cover any over-allotment in connection with the Offering, Nordic Capital and Öhman Intressenter have committed to sell up to 14,100,000 additional existing shares, corresponding to 15% of the total number of shares in the Offering (the “Over-Allotment Option”).
• If the Over-Allotment Option is exercised in full, the Offering will comprise a total of 108,100,000 shares, corresponding to approximately 43% of the total number of shares in the Company.
• The total value of the Offering amounts to SEK 10,378 million, assuming that the Over-allotment Option is exercised in full.
• More than 32,000 individuals have applied for shares in the Offering to the general public, all of which have been allotted shares.
• Immediately following the completion of the Offering, assuming that the Over-Allotment Option is exercised in full, Nordnet's largest shareholders will be Öhman Intressenter (approximately 22% of the total number of shares in Nordnet), Nordic Capital (approximately 9%) and Premiefinans K. Bolin Aktiebolag[4] (approximately 9%). In addition, certain private individuals that are members of, or closely related to, the Dinkelspiel family will own approximately 14% of the total number of shares in Nordnet immediately following completion of the Offering.
• Trading in the Nordnet share on Nasdaq Stockholm commences today, 25 November 2020, under the trading symbol “SAVE”.
• Settlement is expected to take place on 27 November 2020.

Lars-Åke Norling, CEO of Nordnet comments:

"Today marks the beginning of a new chapter in Nordnet's history. For the first time in almost four years, we are once again a listed company, and I am very much looking forward to taking this next step in our development together with existing and new shareholders. I would like to extend a big thank you to everyone who has been involved in taking Nordnet to the position we are in today – especially the Nordic private savers who trust us with their savings every day, as well as my fantastic colleagues. Together, we continue building the world's best platform for savings and investments".

Tom Dinkelspiel, Chairman of the Board of Nordnet, representing the Öhman Group, Nordnet’s main owner comments:

"The interest in Nordnet's return to the stock market has exceeded our expectations, and we are very grateful for the great trust that both private savers and institutions have shown us. The listing on Nasdaq Stockholm puts us in an even better position when it comes to continuing to deliver on the promise that we at Nordnet gave almost 25 years ago – to democratise savings and investments".

Christian Frick, Partner at Nordic Capital Advisors comments:

"We are very proud to have been involved in the past four years' intensive transformation process, where Öhman, Nordic Capital and the team at Nordnet together have formed a company that is stronger than ever before. Nordic Capital looks forward to continuing to be an active owner of Nordnet and welcomes all new shareholders taking part in this exciting journey".

Stabilisation measures

In Connection with the Offering, Carnegie Investment Bank AB will act as stabilisation manager (“Stabilisation Manager”) and may conduct transactions in order to maintain the market price for the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be carried out on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter.

The Stabilisation Manager has no obligation to undertake any stabilisation measures and there is no assurance that stabilisation measures will be undertaken. Under no circumstances will transactions be conducted at a price higher than the one set in the Offering. The Stabilisation Manager may use the Over-Allotment Option to over-allot shares in order to facilitate any stabilisation transaction.

The stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

Advisors

Carnegie Investment Bank AB, Citigroup Global Markets Limited and J.P. Morgan Securities plc are Joint Global Coordinators. ABG Sundal Collier AB, Joh. Berenberg, Gossler & Co. KG, DNB Markets and Skandinaviska Enskilda Banken AB are Joint Bookrunners. Nordnet is exclusive Nordic retail selling agent. STJ Advisors is IPO advisor to the Company and the Selling Shareholders. Latham & Watkins and Cederquist are legal advisors to the Company and White & Case is legal advisor to the Joint Global Coordinators and Joint Bookrunners.

 

[1] The shares are owned and were offered by Cidron Danube S.à r.l. ("Cidron"), a company indirectly owned by Nordic Capital. References to "Nordic Capital" in this press release in relation to the transaction contemplated herein refers to Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII Beta, L.P. (acting through their general partner Nordic Capital VIII Limited), or, as required by the context, Cidron as a selling shareholder.

[2] A company indirectly owned by members of the Dinkelspiel family, in which Claes Dinkelspiel and Tom Dinkelspiel are the largest shareholders.

[3] A company owned by six members of the Dinkelspiel family.

[4] A company owned by six members of the Dinkelspiel family. Premiefinans K. Bolin Aktiebolag is not a selling shareholder in the Offering.