Company announcement 10/2021 – NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL This announcement does not constitute an offering circular or any kind of prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein shall be construed as an offering of securities. No one should purchase or subscribe for any securities in Re-Match Holding A/S except on the basis of information in the prospectus published by the Company in connection with the offering and admission of the securities to trading on Nasdaq First North Premier Growth Market in Copenhagen (the “Prospectus”). Copies of the Prospectus is available at the Company’s registered office and, subject to certain exceptions, through the website of the Company.
Herning, Denmark, 23 December 2021 – With reference to the company announcement no. 3/2021 dated 3 December 2021, the Prospectus as published by Re-Match Holding A/S (“Re-Match” or the “Company”) in connection with the initial public offering (the “Offering”) and admission to trading of the Re-Match’s shares on Nasdaq First North Premier Growth Market on 3 December 2021 and company announcement no. 6/2021 dated 21 December 2021 regarding the completion of the Offering, Re-Match has received notification regarding the beginning of the stabilization period from ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge, acting as stabilizing manager (the “Stabilizing Manager”) in the Offering. Reference is made to the attached notification from the Stabilizing Manager.
For more info please contact:
Investors: Nikolaj Magne Larsen, CEO, +45 7734 6734
Media: Martin Plambek, CMO, +45 5211 1125, email@example.com
Mobile +45 30 27 76 67
Oaklins Denmark A/S
1100 Copenhagen, Denmark
This announcement does not constitute a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Premier Growth Market in Copenhagen. Copies of the prospectus is available at the Company’s registered office and, subject to certain exceptions, on the website of the Company.
This announcement and the information contained herein are not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in the United States or any other jurisdiction where such offer or sale would be unlawful and this announcement and the information contained herein are not for distribution or release, directly or indirectly, in such jurisdictions. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. 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 U.S. Securities Act. There is no intention to register any securities referred to herein in the United States or to make any offering of the securities in the United States.
In any member state of the European Economic Area (an “EEA Member State”), other than Denmark, 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 a prospectus, including qualified investors, within the meaning of Article 2(e) of the Prospectus Regulation (EU) No. 2017/1129.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to “qualified investors” (as defined in the UK Prospectus Regulation) who are (a) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) and (ii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
ABG Sundal Collier Denmark, Filial af ABG Sundal Collier ASA, Norge (the “Sole Global Coordinator and Bookrunner”) and its respective affiliates are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as its respective clients in relation to the Offering and will not be responsible to anyone other than the Company 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 Sole Global Coordinator and Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or 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 instruments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Global Coordinator and Bookrunner and any of its affiliates acting as investors for their own accounts. The Sole Global Coordinator and Bookrunner does 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, ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) 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 Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization. Any stabilization action may begin on or after the date of commencement of trading of the securities on Nasdaq First North Premier Growth Market 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 of the securities.
Information for distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer”(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares offered in the Offering (the “Offered Shares”) have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.
Forward looking statements
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, as well as other statements regarding future events or prospects. Specifically, this announcement includes information with respect to projections, estimates and targets that also constitute forward-looking statements. The forward-looking statements in this announcement are based upon various assumptions, many of which in turn are based 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, projections, estimates and targets expressed or implied in this announcement 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.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
23 December 2021
Re-Match Holding A/S (ticker: RMATCH)
ABG Sundal Collier Denmark, Filial af ABG Sundal Collier ASA, Norge (Staffan Kemstedt, telephone +46 8 566 286 20) hereby gives notice that the Stabilizing Manager named below and its affiliates may stabilize the offer of the following securities in accordance with Commission Regulation (EC) 2016/1052 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures.
|Re-Match Holding A/S
|Shares (ISIN DK0061553674) (temporary ISIN DK0061553591 to be merged with permanent ISIN on or about 27 December 2021)
|10,937,500 shares of DKK 1 nominal value each
|DKK 16 per share
|Nasdaq First North Premier Growth Market Denmark (DSME)
|ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge
Forbindelsesvej 12, st.
|Stabilization period expected to start on:
|23 December 2021
|Stabilization period expected to end no later than:
|21 January 2022
|Maximum size of overallotment facility:
|Conditions of use of overallotment facility:
|In connection with the offering in Re-Match Holding A/S, ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge has overallotted a total of 1,250,000 shares to the applicants in the offering.
|30 calendar days
|Conditions of use of overallotment option:
|Re-Match Holding A/S has granted ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge, as the Stabilizing Manager, an overallotment option to purchase up to 1,250,000 shares in Re-Match Holding A/S, which may be exercised by the Stabilizing Manager in whole or in part from during the period commencing on 23 June 2021 and ending 30 calendar days thereafter solely to cover overallotments or short positions in connection with the offering or stabilization transactions
In connection with this offering, the Stabilizing Manager has overalloted securities and may 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 Stabilizing Manager will take any stabilization action and any stabilization action, if begun, may be ended at any time. The Stabilization Manager may close out the short position created by overallotting shares in the offering by buying shares in the open market through stabilization activities and/or by exercising the over-allotment option.
No later than the end of the seventh trading day following the date of execution of any stabilization transactions, the Stabilization Manager will ensure adequate public disclosure of the details of the stabilization transactions taken, if any. Following the expiry of the Stabilization Period, the Stabilization Manager will publish an announcement on Nasdaq Copenhagen, under the Company’s ticker, with information as to whether or not it has undertaken any stabilization activities, including the total number of shares sold and purchased, the date at which the stabilization activities commenced, the date at which stabilization activities last occurred and the price range within which stabilization was carried out for each of the dates where stabilization transactions were made.