The Offering in brief
- The price per share in the Offering is SEK 43, corresponding to a total value of the outstanding shares in Karnov upon completion of the Offering of SEK 4,200 million
- The Offering comprises 43,513,472 shares of which 25,000,000 existing ordinary shares offered by the Selling Shareholders and 18,513,472 newly issued ordinary shares offered by the Company
- The Selling Shareholders have reserved the right to increase the Offering by up to 17,000,001 shares, corresponding to approximately 17.4 per cent of the total number of outstanding shares in the Company upon completion of the listing
- Furthermore, the Selling Shareholders have undertaken, through an over-allotment option granted to the Joint Bookrunners, to sell up to 9,077,015 additional existing shares in the Company (the “Over-Allotment Option”), corresponding to up to 15.0 per cent of the number of shares in the Offering
- Assuming that the Offering is increased in full and that the Over-Allotment Option is exercised in full, the value of the Offering will amount to approximately SEK 2,992 million, corresponding to approximately 71.3 per cent of the total number of outstanding shares in Karnov upon completion of the Offering
- After completion of the Offering, assuming that the Offering is increased in full and that the Over-Allotment Option is exercised in full, the Company’s principal shareholder Five Arrows Principal Investments (“FAPI”) will own approximately 14.7 per cent of the Company’s shares
- The Fourth Swedish National Pension Fund, Lazard Asset Management and Vind AS have, subject to certain conditions, undertaken to acquire shares in the Offering for an amount of not more than SEK 607 million. The undertakings represent, in aggregate, 14.5 per cent of the outstanding shares in the Company upon completion of the Offering
- Certain board members in the Company, among others chairman of the board Magnus Mandersson, have committed to acquire, at the offering price, shares from Selling Shareholders for a total amount of SEK 3.8 million
- The Offering is being made to institutional investors in Sweden and internationally as well as to the general public in Sweden and Denmark. All offers and sales outside the United States will be made in reliance upon Regulation S under the U.S. Securities Act of 1933, as amended. In the United States, the shares will be sold only to investors reasonably believed to be qualified institutional buyers as defined in, and in accordance with, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended
- The application period to the general public in Sweden and Denmark is expected to take place between 1 and 9 April 2019. The application period for institutional investors is expected to take place between 1 and 10 April 2019