COMPANY ANNOUNCEMENT
No. 6/2016
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" or the "Company") except on the basis of information
in the offering circular published by STG in connection with the
offering and admission of such securities to trading and official
listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen").
Copenhagen, 10 February 2016
Stabilisation Period
Begins
With reference to the offering circular dated 28
January 2016 and announcement no. 4 dated 10 February 2016
regarding the result of the offering and the admission to trading
and official listing of shares in Scandinavian Tobacco Group A/S
("STG") on Nasdaq Copenhagen, STG has received notification
regarding the beginning of the stabilisation period from Nordea
Bank Danmark A/S acting as Stabilising Manager in the offering.
Reference is made to the attached announcement from Nordea Bank
Danmark A/S.
For further information, please
contact:
For media enquiries:
Kaspar Bach Habersaat, Director of Group Communications, phone: +45
7220 7152 or kaspar.bach@st-group.com.
For investor enquiries:
Torben Sand, Head of Investor Relations, phone: +45 7220 7126 or
torben.sand@st-group.com.
About
Scandinavian Tobacco Group
Scandinavian Tobacco
Group A/S with its subsidiaries (the "Group")
is a world leading producer of cigars and traditional pipe tobacco.
The Group also produces fine-cut tobacco and sells tobacco-related
accessories. The Group produces and sells 3 billion cigars and
5,000 tonnes of pipe and fine-cut tobacco annually. Scandinavian
Tobacco Group believes it is the only company globally with a core
strategic focus on production and distribution in all of these
tobacco categories.
Scandinavian Tobacco
Group holds market-leading positions in the machine-made cigar
market in Europe, the handmade cigar market in the US, the online
and catalogue retail sales of cigars in the US, the traditional
pipe tobacco market globally and in selected fine-cut tobacco
markets.
Scandinavian Tobacco
Group has a diversified portfolio of more than 200 brands providing
a complementary range of established global brands and local
champions. In the cigar segment, the brand portfolio
comprises Café Crème, La Paz, Macanudo, CAO, Partagas (US) and
Cohiba (US). Pipe tobacco brands include Captain Black, Erinmore,
Borkum Riff and W.Ø. Larsen, while leading fine-cut tobacco brands
include Bugler, Break, Escort, Bali Shag and Tiedemanns.
As at 31 December 2015,
the Group employed approx. 8,100 people in the Dominican Republic,
Honduras, Nicaragua, Indonesia, Europe, New Zealand, Australia,
Canada and the US.
For more information
please visit www.st-group.com.
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
In connection with the offering, Nordea Bank
Danmark A/S (the "Stabilising Manager") (or agents acting on behalf
of the Stabilising Manager) may over-allot securities or effect
transactions with a view to supporting the market price of the
securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising
Manager (or agents acting on behalf of the Stabilising Manager)
will undertake stabilisation actions. Any stabilisation action may
begin on or after the date of commencement of trading and official
listing of the securities on Nasdaq Copenhagen and, if begun, may
be ended at any time, but must end no later than 30 days after the
date of commencement of trading and official listing of the
securities.
J.P. Morgan Securities plc is acting as Lead
Global Coordinator, and J.P. Morgan Securities Ltd. together with,
Deutsche Bank AG, 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. 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 offering. They will not regard any other person
as their respective client in relation to the offering 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 offering, the contents of this communication or any
transaction, arrangement or other matter referred to herein.
In connection with the Offering, 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 offering or
otherwise. Accordingly, references in the offering circular 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.
The information, opinions and forward-looking
statements contained in this announcement speak only as at its date
and are subject to change without notice.
Pre-stabilisation Notice
Nordea Bank Danmark A/S (Torben Hansen, telephone
+45 33 33 35 67) hereby gives notice that the Stabilisation Manager
named below and its affiliates may stabilise the offer of the
following securities in accordance with Commission Regulation (EC)
No. 2273/2003 implementing the Market Abuse Directive
(2003/6/EC).
The securities: |
Issuer: |
Scandinavian Tobacco Group A/S |
Securities: |
Ordinary shares (DK0060696300) |
Offering size: |
35,600,000 shares of DKK 1 nominal value each |
Offer price: |
DKK 100 per share |
Associated securities: |
N/A |
Market: |
Nasdaq Copenhagen |
Ticker: |
STG |
Stabilisation: |
Stabilisation Manager: |
Nordea Bank Danmark A/S (company registration number:
13522197)
Strandgade 3,
DK-0900 Copenhagen C
Denmark |
Stabilisation period expected to start on: |
10 February 2016 |
Stabilisation period expected to end no later than: |
11 March 2016 |
Maximum size of over-allotment facility: |
Up to 4,400,000 shares |
Conditions of use of over-allotment facility: |
May be exercised in whole or in part by the Stabilisation
Manager, to the extent permitted by applicable law, at any time
during the period commencing on 10 February 2016 and ending 30
calendar days thereafter |
Overallotment Option: |
Exercise period: |
30 calendar days |
Conditions of use of overallotment option: |
May be exercised by the Stabilisation Manager in whole or in
part from time to time solely to cover over-allotments or short
positions in connection with the offering or stabilisation
transactions |
Important notice
In connection with this offering, the stabilising
manager may over-allot the securities or effect transactions with a
view to supporting the market price of the securities at a level
higher than that which might otherwise prevail. However, there is
no assurance that any stabilisation will be undertaken and it may
be discontinued at any time.
This announcement is for information purposes only
and does not constitute or form part of, and should not be
construed as, an invitation or offer to underwrite, subscribe for
or otherwise acquire or dispose of any securities of the Company in
any jurisdiction. The information contained in this announcement is
restricted and is not for release, publication or distribution in
or into the United States, Canada, Australia or Japan or any other
jurisdiction in which such distribution would be unlawful or would
require registration or other measures.
The offer and sale of the shares referred to
herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and the
shares may not be offered or sold within the United States or to
U.S. persons absent registration under the Securities Act or an
exemption from registration. There will be no public offer of the
securities referred to herein in the United States. The Securities
may not be offered or sold in the United States except to qualified
institutional buyers ("QIBs") as defined in Rule 144A under the
Securities Act ("Rule 144A") in reliance on Rule 144A or another
exemption from, or transaction not subject to, the registration
requirements of the Securities Act.
In addition, if and to the extent that this
announcement is communicated in, or the offer of the securities to
which it relates is made in, any EEA Member State that has
implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the "Prospectus
Directive") before the publication of a prospectus in relation to
the securities which has been approved by the competent authority
in that Member State in accordance with the Prospectus Directive
(or which has been approved by a competent authority in another
Member State and notified to the competent authority in that Member
State in accordance with the Prospectus Directive), this
announcement and the offer are only addressed to and directed at
persons in that Member State who are qualified investors within the
meaning of the Prospectus Directive (or who are other persons to
whom the offer may lawfully be addressed) and must not be acted on
or relied on by other persons in that Member State.
In the United Kingdom, this announcement and any
other materials in relation to the securities described herein are
only being distributed to, and are only directed at, persons that
are (i) investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (ii) high net worth entities, and
other persons to whom this announcement 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"). Persons who are not relevant persons should not take any
action on the basis of this announcement and should not act or rely
on it. Any investment or investment activity to which this
communication relates is available only to relevant persons and
will be engaged in only with relevant persons. Persons distributing
this communication must satisfy themselves that it is lawful to do
so.
Press release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Scandinavian Tobacco Group A/S via
Globenewswire
HUG#1984954
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