Copenhagen, 25 March 2014
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA OR JAPAN
With reference to announcement no. 3 of 13 March 2014 regarding pricing of the initial public offering of shares in ISS A/S (the “Offering”) and the offering circular published by ISS A/S on 3 March 2014, ISS A/S today announces that Goldman Sachs International, in its capacity as Stabilisation Manager in the Offering, has on behalf of the Managers exercised in full the overallotment option of 7,683,737 additional shares at the offer price of DKK 160 per share from the EQT Funds (funds known as EQT III and EQT IV together with parallel co-investment vehicles or schemes managed by EQT, being the general partners and managers of the EQT branded funds) and certain funds advised by affiliates of The Goldman Sachs Group, Inc., through a co-owned entity, FS Invest II S.à r.l.
As a result, the total number of shares offered in the Offering amounts to 58,908,644 shares, thereby increasing the total offering size to DKK 9,425 million.
The Managers in the Offering consisted of Nordea, Goldman Sachs International and UBS Investment Bank as Joint Global Coordinators and as Joint Bookrunners along with Barclays and Morgan Stanley as well as Carnegie, Danske Bank and SEB as Co-lead Managers.
For media enquiries
Kenth Kærhøg, Head of Group Communications, +45 38 17 62 05
Manuel Vigilius, Global Media Relations Manager, +45 38 17 64 04
For investor enquiries
Barbara Plucnar Jensen, Head of Group Treasury, +45 38 17 62 60
Martin Kjær Hansen, Treasury Manager, +45 38 17 64 31
This announcement and the information contained herein are not for distribution in or into Australia or Japan.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by ISS A/S (the "Company") in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
In any 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 communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.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 or an exemption from registration under 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.
In Canada any offers or sales of securities referred to herein will only be made in the provinces of Ontario and Québec or to residents thereof and not in, or to the residents of, any other province or territory of Canada. Such offers and sales will be made only pursuant to a Canadian offering memorandum consisting of any offering circular published by the Company accompanied by a Canadian supplement.