First day of trading in Capio’s shares - Capio AB today announces the outcome of the offer to acquire shares in the company
30 June 2015
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR PUBLICATION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Capio AB (publ) (“Capio”), today announces the outcome of the offer to acquire shares in the company (the “Offering”). Trading in Capio’s shares begins today, 30 June 2015. The Offering attracted very strong interest from both Swedish and international institutions as well as the general public in Sweden. The Offering was substantially over-subscribed.
The offering in brief
As previously announced, the price at the Offering was SEK 48.5 per share, corresponding to a market value of all shares in Capio of approximately SEK 6,846 million
- The Offering comprised 48,122,611 of Capio’s shares, corresponding to approximately 34.1 percent of the total number of shares in Capio after completion of the Offering, of which 15,463,918 newly issued shares and 32,658,693 existing shares were sold by Ygeia Equity AB, a company owned by Nordic Capital Fund VI (“Nordic Capital”), the Apax Europe VI fund (advised by Apax Partners LLP) (“Apax Partners”) and the Apax France VII fund (managed by Apax Partners S.A, “Apax France”)
- In accordance with the terms of the offering, Ygeia Equity AB has also granted to the Joint Global Coordinators the option to procure purchasers for up to an additional 4,812,261 shares in the Offering (the “Overallotment option”) 
- Assuming that the Overallotment option is fully exercised, the Offering will comprise a total of 52,934,872 shares, corresponding to approximately 37.5 percent of all shares in Capio after completion of the Offering, and the total value of the Offering will amount to SEK 2,567 million
- As a result of the Offering, Capio now has more than 5,000 new shareholders
- R12 Kapital AB (the af Jochnick family), the Fourth Swedish National Pension Fund, Swedbank Robur Fonder and Handelsbanken Fonder have, on the same conditions as other investors, acquired shares in the Offering corresponding to 6.2 percent, 5.5 percent, 5.5 percent and 3.2 percent, respectively, of the total number of shares in Capio after completion of the Offering
- Trading in Capio’s shares on Nasdaq Stockholm commences today, 30 June 2015, with the ticker symbol ”CAPIO”
 The Overallotment option can be exercised, in whole or in part, on one or more occasions, by SEB as responsible for any stabilisation measures
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Capio AB (publ) (the "Company") in any jurisdiction where such offer or sale would be unlawful.
In any EEA Member State, other than Sweden, 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.
This announcement and the information contained herein are not for distribution in or into the United States of America. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. 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 within the United States absent registration or an applicable 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.
In the United Kingdom, this announcement and any other material in relation to the shares described herein (the “Shares”) are being distributed only to, and are directed only at, persons who are “qualified investors” (as defined in the Prospectus Directive) who are (i) persons having professional experience in matters relating to investments falling within 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, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons”. The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, Relevant Persons. This announcement should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this announcement or its contents. The Shares are not being offered to the public in the United Kingdom.
In connection with the Offering, SEB, as stabilising manager (the “Stabilising Manager”), may carry out transactions aimed at supporting the market price of the Shares at levels above those which might otherwise prevail in the open market. Such stabilisation transactions may be effected on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the Shares on Nasdaq Stockholm and ending no later than 30 calendar days thereafter. The Stabilising Manager is, however, not required to undertake any stabilisation and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering. Within one week of the end of the stabilisation period, the Stabilising Manager will make public whether or not stabilisation was undertaken, the date at which stabilisation started, the date at which stabilisation last occurred and the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out.
Any offering of the securities referred to in this communication will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus.
Matters discussed in this communication may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “may,” “plan,” “estimate,” “will,” “should,” “could,” “aim” or “might,” or, in each case, their negative, or 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 the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward‐looking statements in this presentation are free from errors nor does it accept any responsibi