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Copenhagen 9 June, 2016
Lauritz.com Group A/S withdraws its current offering of shares in the company in exchange for new offering. A new prospectus with new terms to be published
As an update to the press release on 9 June, Lauritz.com Group A/S (the "Company") has, together with ABG Sundal Collier resolved to withdraw the current initial public offering in exchange of a new public offering. This means that the current subscriptions will expire pursuant to this announcement. This is done despite that the book was fully subscribed, as it was concluded that more time is needed to build and complete a more solid shareholder base in the Company at a reduced offer price, which will be communicated no later than the announcement of the new prospectus. Updated terms and conditions of the new offer will be described in a new prospectus, which will be filed as soon as possible and made public as soon as approved by the Danish Financial Supervisory Authority ("DFSA") and accepted by Nasdaq. As a further clarification, all approvals from the DFSA with regards to the withdrawn offering was in place, however as stated the DFSA will need to approve the new offering prospectus.
Both persons who have subscribed in the withdrawn offering and new investors interested in subscribing for shares will need to do that through subscriptions in the new offering.
Indicative timetable for the new offering:
15 June 2016 - publication of prospectus
15 June 2016 - Start to new application period
21 June 2016 - End of application period
22 June 2016 - First day of trading
For more information, please contact:
Claus Boysen, CFO
For press requests please contact Christina Riis Hansen at firstname.lastname@example.org or +45-26891905
This announcement is not and does not form a part of any offering or offer for sale of securities.
In any member state within the European Economic Area (" EEA "), other than Denmark and Sweden, 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 to investors in that EEA member state who fulfill the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of securities is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the " Securities Act ") or laws applicable in other jurisdictions.
No subscription of securities have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no securities may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of securities will be is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
The securities referred to herein have also not been and will also not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan or Australia. There will be no public offering of the securities described herein in Canada, Japan or Australia.
This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order ") or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as " relevant persons "). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.
Any offering to acquire or subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by the Company and that will contain detailed information about the Company and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of Lauritz.com or its ability to operate its banking and insurance businesses and that Laurtiz.com does not become a party to any legal or administrative processes that may have a material effect on the Company. Although the Company 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 release by such forward-looking statements. In addition, the information, opinions, targets and forward-looking statements contained in this announcement are not guarantees of future financial performance and the actual results of Lauritz.com could differ materially from those expressed or implied by these forward-looking statements. Accordingly, Lauritz.com urges readers not to place undue reliance on any of the statements set forth above.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.