Nets A/S: Major shareholder announcement

Major shareholder announcement

With reference to company announcement no. 5/2016 dated 23 September 2016 regarding the result of the initial public offering of shares in Nets A/S (the "Offering or "IPO") and implementation of a reorganisation in connection with the IPO (the "IPO Reorganisation"), Nets A/S ("Nets") hereby announces the following notifications received pursuant to section 29 of the Danish Securities Trading Act regarding the existing major shareholders' direct and indirect holdings of shares in Nets.

Prior to completion of the Offering and after the completion of the IPO Reorganisation described in the offering circular published by Nets on 13 September 2016 (the "Offering Circular"), the major shareholders of Nets were certain Advent Funds (as defined below) and Bain Capital Funds (as defined below) through a joint holding company established for the IPO, AB Toscana (Luxembourg) Investment S.à r.l. (the "Significant Shareholder") (85.9%), Arbejdsmarkedets Tillægspension ("ATP") through ATP Private Equity Partners IV K/S and Via Venture Partners Fond II K/S (together the "ATP Investment Vehicles") (5.0%) and eInvestments af 23. marts 2014 ApS owned by members of Nets' management and employees ("eInvestments") (7.8%).

As selling shareholders in the Offering, the Significant Shareholder, the ATP Investment Vehicles and eInvestments have reduced their respective shareholdings in Nets as a consequence of the following transactions, which are further described in the Offering Circular:   

1. the sale of 68,333,333 existing shares in Nets of a nominal value of DKK 1 each by the selling shareholders as part of the Offering;
2. the dilution resulting from the issue of 36,666,667 new shares in Nets of a nominal value of DKK 1 each in connection with the Offering; and
3. the lending of 15,750,000 shares in Nets of a nominal value of DKK 1 each by the Significant Shareholder (14,821,628 shares), the ATP Investment Vehicles (863,441 shares) and NH Fintech ApS (64,931 shares) to Deutsche Bank AG, London Branch, on behalf of the managers under the stock lending agreement for the purposes of delivery of shares to investors as a result of the overallotment option in connection with the Offering (the "Overallotment Option"). If the Overallotment Option is not exercised in full, shares corresponding to the unexercised part of the Overallotment Option will be redelivered to each of the Significant Shareholder, the ATP Investment Vehicles and NH Fintech ApS on a pro rata basis to their lending of shares.

The Advent Funds and the Bain Capital Funds
Following completion and settlement of the above transactions in connection with the Offering, which are expected to take place on 27 September 2016, the Advent Funds and Bain Capital Funds' indirect holding of shares in Nets through the Significant Shareholder will be a total of 65,194,556 shares of a nominal value of DKK 1 each, corresponding to 32.6% of the total share capital and voting rights.

The Significant Shareholder is a limited liability company (société à responsabilité limitée) organised under the laws of Luxembourg with registration number B 204169 with its registered office at 2-4 rue Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg. The Significant Shareholder is wholly owned by AB Toscana (Luxembourg) Holding S.à r.l. ("AB Toscana Holding"), which is a limited liability company (société à responsabilité limitée) organised under the laws of Luxembourg with registration number B 204128 with its registered office at 2-4 rue Beck, L-1222 Luxembourg, Grand Duchy of Luxembourg. AB Toscana Holding is jointly controlled by the Advent Funds (50%) and the Bain Capital Funds (50%).

The Advent Funds are comprised by Advent International GPE VII L.P., Advent International GPE VII-A L.P., Advent International GPE VII-B L.P., Advent International GPE VII-C L.P., Advent International GPE VII-D L.P., Advent International GPE VII-E L.P., Advent International GPE VII-F L.P., Advent International GPE VII-G L.P., Advent International GPE VII-H L.P., Advent Partners GPE VII-A Cayman L.P., Advent Partners GPE VII-A L.P., Advent Partners GPE VII-B Cayman L.P., Advent Partners GPE VII Cayman L.P. and Advent Partners GPE VII L.P. managed by Advent International Corporation (the "Advent Funds").

The Bain Capital Funds are comprised by Bain Capital Europe Fund III, L.P., BCIP Associates IV, L.P., BCIP Associates IV-B, L.P., BCIP Trust Associates IV, L.P. and BCIP Trust Associates IV-B, L.P., which are funds advised by Bain Capital Private Equity (Europe) L.L.P, and Randolph Street Investment Partners, L.P. (the "Bain Capital Funds").

ATP
Following completion and settlement of the above transactions in connection with the Offering, ATP's indirect holding of shares in Nets through the ATP Investment Vehicles (ATP Private Equity Partners IV K/S and Via Venture Partners Fond II K/S) will be below 5% of the total share capital and voting rights. Accordingly, ATP will no longer indirectly be a major shareholder of Nets pursuant to section 29 of the Danish Securities Trading Act regarding direct and indirect major shareholders.

ATP is an independent self-governing regulated pension fund organised under the laws of Denmark under registration (CVR) no. 43405810 with its registered office at Kongens Vænge 8, DK-3400 Hillerød, Denmark.

eInvestments
Following completion and settlement of the Offering, eInvestments' holding of shares in Nets will be below 5% of the total share capital and voting rights. Accordingly, eInvestments will no longer indirectly be a major shareholder of Nets pursuant to section 29 of the Danish Securities Trading Act regarding direct and indirect major shareholders.

eInvestments is a private limited company organised under the laws of Denmark under registration (CVR) no. 36712783 with its registered office on Lautrupbjerg 10, DK-2750 Ballerup, Denmark. eInvestments is the holding company through which certain members of the Board of Directors, Executive Management and certain other employees invested in Nets prior to the IPO.

- Ends -

For additional information, please contact