Stock exchange notices

JORDANES ASA – APPROVAL AND PUBLICATION OF PROSPECTUS

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY,IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SWITZERLAND, JAPAN OR ANY OTHER JURISDICTIONIN WHICH THE DISTRIBUTION OR RELEASE WOULD BEUNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANTNOTICE AT THE END OF THE PRESS RELEASE.

 

Jordanes ASA – Approval and publication of Prospectus

 

Reference is made to the stock exchange announcement earlier today, 14 May 2024, where by Jordanes ASA ("Jordanes"or the "Company") announced the terms of the initial public offering of shares in the Company (the "Offering"), and the subsequent listing of its shares on the Oslo Stock Exchange (the "Listing",and together with the Offering, the "IPO").

 

The prospectus for the IPO, containing further details of the Offering and the terms and conditions thereof (the "Prospectus")was approved by the Financial Supervisory Authority of Norway today, 14 May2024, and is expected to be passported into Sweden, Denmark and Finland later today, 14 May 2024. The Prospectus, including the application form for the retail offering, will be published today and will, subject to regulatory restrictions in certain jurisdictions, be available at www.carnegie.no/ongoing-prospectuses-and-offerings, www.dnb.no/emisjoner, www.sb1markets.no/en/transactions/ and at the websites of the Company,www.jordanes.no. In addition, the Prospectus may be obtained at the websites of Nordnet(acting as placing agent for the Offering) at the following addresses; www.nordnet.no, www.nordnet.se, www.nordnet.dk and www.nordnet.fi. Hard copies of the Prospectus maybe obtained free of charge by contacting one of the Managers (as defined below).

 

The bookbuilding period for the Institutiona lOffering (the "Bookbuilding Period") is expected to commence at 09:00 hours (CEST) on 15 May 2024, and close at 14:00 hours (CEST) on 24 May2024. The application period for the Retail Offering (the "Application Period") is expected to commence at 09:00 hours (CEST) on 15 May 2024,and close at 12:00 hours (CEST) on 24 May 2024. The Bookbuilding Period and the Application Period may be extended at any time, but may in no event be extended beyond 14:00 hours (CEST) on 7 June 2024. In the event of an extension of the Bookbuilding Period and the Application Period, the allocation date, the payment due date and the date of the Listing will be changed accordingly. Th ecommencement of the Application Period in Sweden, Denmark and Finland is subject to timely passporting of the Prospectus.

 

Advisors

 

Carnegie AS, DNB Markets, a part of DNB Bank ASA, Joh. Berenberg, Gossler & Co. KGand Sparebank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (jointly, the "Managers").

 

Houlihan Lokey EMEA, LLP is acting as independent IPO advisor to the Company in connection with the IPO.

 

Advokatfirmaet CLP DA is acting as legal advisor to the Company, and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

 

For further information, please contact:

 

Nikolai Steinfjell, CFO

+47 97 54 47 12

nikolai.steinfjell@jordanes.no

 

Sofie Oraug-Rygh, Director Communication,public affairs and ESG

+47 97 77 24 83

sofie.rygh@jordanes.no

 

About Jordanes

Jordanes is an established Scandinavian brandhouse focusing on everyday products and services. The Group owns and operate brands that reach the consumer across multiple channels and occasions throughout the day. The Group operates across four business segments: Branded Foods, Casual Dining, Fitness & Beauty, and International Brands. In 2023,the Group had Revenue of NOK 6,466 million, approximately 2,700 employees, and9 factories across Scandinavia.

 

IMPORTANT INFORMATION

 

United States

These materials may not be published, distributed or transmitted in the United States, Canada, Australia,the Hong Kong Special Administrative Region of the People’s Republic of China,Switzerland, South Africa or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities(the "Shares") of Jordanes ASA (the "Company") in the United States, Norway or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares ofthe Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A underthe Securities Act.

 

European Economic Area

Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Companyor selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.

 

These materials are an advertisement and not a prospectus for the purposes of Regulation (EU)2017/1129, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.

 

In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Regulation as implemented in Norway) that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article (e) of the Prospectus Regulation ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in such EEA Member State.

 

United Kingdom

In the United Kingdom,these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worthcompanies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons").These materials are directed only at Relevant Persons and must not be acted onor relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

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 "anticipate", "believe", "continue","estimate", "expect", "intends", "may","should", "will" and similar expressions. The forward-looking statements in thisrelease are based upon various assumptions, many of which are based, in turn,upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject tosignificant known and unknown risks, uncertainties, contingencies and othe rimportant factors which are difficult or impossible to predict and are beyondits control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectationsexpressed or implied in this release 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.

 

The IPO may be influenced by arange of circumstances, such as market conditions, and there is no guaranteethat the IPO will proceed and that the listing will occur.

 

This announcement is made by,and is the responsibility of, the Company. The Managers are acting exclusivelyfor the Company and no one else and will not be responsible to anyone other than the Company for providing the protectionsafforded to their respective clients, or for advice in relation to the contentsof this announcement or any of the matters referred to herein.

 

Neither the Managers nor any oftheir respective affiliates makes any representation as to the accuracy orcompleteness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

 

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possessi on this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.