Jordanes ASA – Update on indicative offer price
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UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE
PRESS RELEASE.
Jordanes ASA – Update on indicative offer price
Reference is made to stock exchange announcement by Jordanes ASA ("Jordanes" or the "Company")
on 15 May 2024 regarding the commencement of the Bookbuilding Period and the Application Period
in connection with the initial public offering of shares in the Company (the "Offering").
Based on the orders received since the commencement of the Bookbuilding Period, the Company has
in consultation with the Managers (as defined below) decided to update the indicative price to NOK
29 per share in the Offering. As previously communicated, the Offering, including the over-allotment
option, is oversubscribed at the indicative offer price.
The Bookbuilding Period for the institutional tranche of the Offering will close on 24 May 2024 at 14.00
hours (CEST) and the Application Period for the retail tranche of the Offering will close on 24 May 2024
at 12.00 hours (CEST).
Advisors
Carnegie AS, DNB Markets, a part of DNB Bank ASA, Joh. Berenberg, Gossler & Co. KG and 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 brand house 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, and 9 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These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong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 of the 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 under the 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 Company or
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 worth
companies, 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 on or 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 this release 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 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. 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 a range of circumstances, such as market conditions, and there is no guarantee that 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 exclusively for the
Company and no one else and will not be responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters
referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness 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 possession this announcement or such other information should come are required to inform themselves about and
to observe any such restrictions