Company announcement 2/2015
Søborg/Copenhagen, 2 March 2015
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
This is an announcement and does not constitute an offering circular. The offer to acquire securities pursuant to the offering is made, and any investor should make his or her investment decision, solely on the basis of information in the offering circular, as supplemented, made generally available in Denmark in connection with the offering and admission of such securities to trading and official listing on NASDAQ OMX Copenhagen A/S ("Nasdaq Copenhagen"). Copies of the offering circular as supplemented may be obtained by persons in Denmark from the Company's registered office and, subject to certain exceptions, through the website of the Company.
NNIT announces increase of the indicative offer price range for its initial public offering
Novo Nordisk A/S has, as the selling shareholder, decided to increase the indicative offer price range from DKK 100 to DKK 120 per offer share to DKK 120 to DKK 130 per offer share due to higher than expected investor demand for participation in the initial public offering of the shares of NNIT A/S ("NNIT" or the "Company") and admission of the Company's shares to trading and official listing on Nasdaq Copenhagen (the "Offering"). The offer shares were significantly oversubscribed at the high end of the initial offer price range. As a consequence, NNIT plans today to publish a supplement to be dated 2 March 2015 to its offering circular dated 23 February 2015.
Based on the new indicative offer price range and assuming full exercise of the overallotment option, and the concurrent sale of shares to Novo A/S and NNIT, the initial market capitalisation of NNIT is excepted to be approximately DKK 3,000 million to DKK 3,250 million. Novo Nordisk will receive all net proceeds from the Offering.
As a result of the adjustment of the indicative offer price range, the number of offer shares reserved for the members of the Board of Directors, Group Management and certain other employees who participate in the Company's launch incentive programme will be adjusted.
Upon publication of the supplement to the offering circular, investors who have submitted orders to purchase offer shares prior to the publication of the supplement are entitled to withdraw or change their orders to purchase offer shares until 5 March 2015 at 00:01 a.m. (CET).
The Offering to retail investors in respect of orders up to and including DKK 3 million, may be closed before the remainder of the Offering is closed. However, due to the publication of the supplement to the offering circular, the Offering to retail investors may not be closed before 5 March 2015 at 00:01 am CET. Any early closing in whole or in part will be announced through Nasdaq Copenhagen. The expected timetable for the Offering will otherwise remain unchanged.
Information about the results of the Offering, including the final offer price and the allocation of shares, is expected to be announced on 6 March 2015 and the admission to trading and official listing of the NNIT shares on Nasdaq Copenhagen is also to be on 6 March 2015. The NNIT shares will be traded under the symbol "NNIT" (ISIN DK0060580512).
The offer shares are expected to be delivered on or about 10 March 2015 against payment in immediately available funds in Danish kroner.
Offering Circulars
An English language offering circular and a Danish translation thereof (together, the "Offering Circulars") have been prepared and the English language offering circular has been approved by the Danish Financial Supervisory Authority. Special attention should be given to the risk factors which are described at the beginning of the Offering Circulars. The Offering Circulars, including the supplement when published, are available to eligible investors at no cost at the registered office of NNIT A/S, Østmarken 3A, DK-2860 Søborg, Denmark. The Offering Circulars, including the supplement when published, can also be obtained upon request from Danske Bank A/S, Corporate Actions, Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark, phone +45 70 23 08 34, e-mail prospekter@danskebank.dk. The Offering Circulars, including the supplement when published, are also available to eligible persons on NNIT's website, www.nnit.com.
About NNIT
NNIT A/S is one of Denmark's leading IT service providers and consultancies. NNIT A/S, a wholly-owned subsidiary of Novo Nordisk A/S, offers a wide range of IT services and solutions to its customers, primarily in the life sciences sector in Denmark and internationally and to customers in the public, enterprise and finance sectors in Denmark. As of 31 December 2014, NNIT A/S had more than 2,400 employees.
For more information please visit www.nnit.com.
Enquiries
Media contacts:
Robert Neimanas, Head of Communications: +45 3079 7480, rbnm@nnit.com
Investor Contacts:
Jesper Wagener, Head of Investor Relations: +45 3075 5392, jvwa@nnit.com
Important notice
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by NNIT A/S (the "Company"). Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any member state of the European Economic Area ("EEA Member State"), other than Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this announcement is only addressed to and is only directed at investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering circular, including qualified investors within the meaning of the Prospectus Directive as implemented in each such EEA Member State.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are 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" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the 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 (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.
This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase any securities in the Company, except on the basis of information in the offering circular as supplemented published by the Company in connection with the offering and admission of such securities to trading and official listing on NASDAQ OMX Copenhagen A/S. Copies of the offering circular as supplemented are available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
The Joint Bookrunners and Co-Lead Manager and their affiliates are acting exclusively for the Company and Novo Nordisk A/S and no one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company and Novo Nordisk A/S for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering, the Joint Bookrunners and Co-Lead Manager and any of their affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the offering circular as supplemented to the shares being issued, offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, such Joint Bookrunners and Co-Lead Manager and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners and Co-Lead Manager 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.
In connection with the offering, Danske Bank A/S and Morgan Stanley & Co. International plc (the "Stabilising Managers") (or agents acting on behalf of the Stabilising Managers) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Managers (or agents acting on behalf of the Stabilising Managers) will undertake stabilisation actions. Any stabilisation action may begin on or after the date of commencement of trading and official listing of the securities on NASDAQ OMX Copenhagen A/S and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading and official listing of the securities.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement 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.
