Swedish Match announces intention to place a portion of its shares of Scandinavian Tobacco Group A/S
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
J.P. Morgan and Nordea have been retained by Swedish Match Cigars Holding AB
(the “Seller”), a wholly-owned subsidiary to Swedish Match AB (publ), to explore
the opportunity to sell approximately 10 percent of the total share capital of
Scandinavian Tobacco Group A/S, a company listed on Nasdaq Copenhagen, (“STG”)
The Seller currently holds 31,069,906 shares, corresponding to 31.1 percent of
the total number of shares and votes in STG.
The price per share will be determined through an accelerated bookbuilding
process to institutional investors. The bookbuilding period commences today, 6
September 2016, and may close at any time on short notice.
In the context of the Placing, the Seller has agreed to a customary 90-day lock
-up undertaking in relation to the remainder of its shares in STG.
J.P. Morgan and Nordea are acting as joint bookrunners in connection with the
Placing. Erixon & Co is acting as financial adviser to the Seller.
This announcement is not for publication or distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia),
Canada, Australia or Japan or any other jurisdiction where such an announcement
would be unlawful. The distribution of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession this document or
other information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. No
action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where action
for that purpose is required.
This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States or any other jurisdiction. The securities referred to herein have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the “Securities Act”), and may not be offered or sold, directly or
indirectly, in the United States, absent registration under or an exemption
from, or in a transaction not subject to, the registration requirements of, the
Securities Act. No public offering of securities is being made in the United
States or in any other jurisdiction.
In member states of the European Economic Area (“EEA”) which have implemented
the Prospectus Directive (each, a “Relevant Member State”), this announcement
and any offer if made subsequently is directed exclusively at persons who are
“qualified investors” within the meaning of the Prospectus Directive (“Qualified
Investors”). For these purposes, the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to
the extent implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State. In the United Kingdom this
announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is
available only to, and will be engaged in only with, Qualified Investors who are
(i) investment professionals falling with Article 19(5) of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or
(ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order, or (iii) other persons to whom it may otherwise be lawfully communicated
(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 decision in connection with the Placing must be made on the basis
of all publicly available information relating to STG and STG’s shares. Such
information has not been independently verified. The information contained in
this announcement is for background purposes only and does not purport to be
full or complete. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness.
In connection with the Placing, J.P. Morgan, Nordea or any of their respective
affiliates may take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to sell for its
own accounts such shares and other securities of the company or related
investments in connection with the Placement or otherwise. Accordingly,
references to the shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by J.P. Morgan, Nordea and any of
their respective affiliates acting as investors for their own accounts. J.P.
Morgan and Nordea 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.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in STG or STG’s shares.
J.P. Morgan Securities plc (J.P. Morgan), which is authorised by the Prudential
Regulatory Authority and regulated by the Financial Conduct Authority and the
Prudential Regulatory Authority, and Nordea are acting for the Seller only in
connection with the Placing and no one else, and will not be responsible to
anyone other than the Seller for providing the protections offered to clients of
J.P. Morgan and Nordea, nor for providing advice in relation to the shares or
Lars Dahlgren, President and Chief Executive Officer
Office +46 8 658 0441
Emmett Harrison, Senior Vice President Investor Relations and Corporate
Office +46 8 658 0173
This information is information that Swedish Match AB (publ) is obliged to make
public pursuant to the EU Market Abuse Regulation. The information was submitted
for publication, through the agency of the contact person set out above, at 5.00
p.m. CET on 6 September, 2016.
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 14,951 MSEK for the twelve month period ending 30 June 2016. 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