Nets announces the result of its Initial Public Offering, including an offer price of DKK 150 per share

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1 Company announcement No. 5/2016 Nets A/S Lautrupbjerg 10 DK-2750 Ballerup Company Registration no September 2016 NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Nets A/S ( Nets or the "Company") except on the basis of information in the offering circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S ( Nasdaq Copenhagen ). Copies of the offering circular are available at the Company s registered office and, subject to certain exceptions, through the website of the Company. Nets announces the result of its Initial Public Offering, including an offer price of DKK 150 per share With reference to company announcements no. 2/2016 dated 13 September 2016 and no. 3/ 2016 dated 21 September 2016, Nets A/S today announces the final offer price of DKK 150 per share for its Initial Public Offering (the IPO or the Offering ) of new and existing shares ( Offer Shares ). The first day of trading and official listing on Nasdaq Copenhagen is expected to take place today 23 September 2016 and will be subject to the Offering not being withdrawn prior to settlement and completion of the Offering and to Nets making an announcement to such effect. Bo Nilsson, CEO of Nets, said: On behalf of Nets, I would like to welcome all our new shareholders, both in Denmark and internationally. I am grateful for their support and the positive feedback we received throughout the roadshow. I would like to thank all of my colleagues at Nets for their hard work and dedication in helping to create a leading payments company in the Nordics. Our focus remains on providing highly commercial, customer-centric, innovative solutions within the fast-growing digital payments sector. I look forward to our future and am confident that we will build on the success we have achieved to date. Inge K. Hansen, Chairman of Nets, said: This IPO represents a significant milestone in the Nets journey, and I would like to welcome both our institutional and Danish private investors. Our successful pricing today is an acknowledgement of the great results to which all of our talented employees at Nets have contributed. Side 1-11

2 James Brocklebank, a Managing Partner at Advent International and member of the Nets Board of Directors, said: We have been very encouraged by the positive reception that the IPO of Nets has received. This is testament to the successful development of the business under the leadership of Bo and his management team. We believe that there is considerable scope for future growth in the Nordic payments sector and that the company is now well positioned to capitalise on these opportunities. As major shareholders, we look forward to continuing to support Nets in its next phase of growth as a listed company. Robin Marshall, a Managing Director at Bain Capital Private Equity and member of the Nets Board of Directors, said: Nets has transformed itself since our investment in 2014, fulfilling our ambition of creating a Nordics Payment Champion. It is now one of the best payments companies in the world and this successful IPO on Nasdaq Copenhagen is both the next great step forward and the next great achievement in the Nets journey. This is something we had always hoped to achieve and will enable the Company to further increase its investment in products and innovation for the benefit of its customers. Highlights of the Offering Offer price set at DKK 150 per share, giving Nets a market capitalisation of DKK 30.0 billion 36,666,667 new shares to be issued by Nets, raising gross proceeds of DKK 5.5 billion 68,333,333 existing shares sold, (excluding any shares comprised by the over-allotment option), on behalf of the Selling Shareholders comprising: certain funds managed by Advent International Corporation (the Advent Funds ) and certain funds advised by Bain Capital Private Equity (Europe) L.L.P. (the Bain Capital Funds ) through a joint holding company established for the IPO, AB Toscana (Luxembourg) Investment S.à r.l. (the Significant Shareholder ), ATP through ATP Private Equity Partners IV K/S and Via Venture Partners Fond II K/S (jointly referred to as ATP Investment Vehicles ), members of Nets management and employees through einvestments af 23. marts 2014 ApS and NH Fintech ApS indirectly controlled by the Nets CEO and his related parties ( NH Fintech ) There is an over-allotment option of an additional 15,750,000 existing shares at the offer price, granted by the Selling Shareholders, other than einvestments af 23. marts 2014 ApS, to the Joint Global Coordinators, on behalf of the Managers, exercisable in whole or in part until 22 October The over-allotment option is equal to 15% of the new and existing shares sold in the Offering (excluding any shares comprised by the over-allotment option) Prior to any exercise of the over-allotment option, the Offering amounts to DKK 15,750,000,000 corresponding to 105,000,000 shares sold in the Offering, and if the over- 2-11

3 allotment option is exercised in full, the Offering size will be DKK 18,112,500,000 corresponding to 120,750,000 shares sold in the Offering The free float, representing the proportion of the share capital held by new investors, will be approximately 52% prior to any exercise of the over-allotment option, and approximately 60% if the over-allotment option is exercised in full Approximately 42,000 new investors have been allocated shares in Nets. Approximately 11% of the offer shares have been allocated to retail investors in Denmark (approximately 10% if the overallotment option is exercised in full) and 89% to Danish and international institutional investors (approximately 90% if the overallotment option is exercised in full) Immediately following the settlement of the Offering, prior to any exercise of the over-allotment option, the shareholdings of certain shareholders will be as follows: - The Significant Shareholder: 40.0% - ATP Investment Vehicles: 2.3% - NH Fintech ApS: 0.2% - einvestments af 23. marts 2014 ApS: 4.2% - Management Investment Programme ( MIP ) Participants: 0.8% Immediately following the settlement of the Offering, assuming full exercise of the overallotment option, if any, the shareholdings of certain shareholders will be as follows: - The Significant Shareholder: 32.6% - ATP Investment Vehicles: 1.9% - NH Fintech ApS: 0.1% - einvestments af 23. marts 2014 ApS: 4.2% - MIP Participants: 0.8% In respect of orders for amounts of more than DKK 3 million, individual allocations have been determined by the Significant Shareholder and Nets Board of Directors in consultation with the Joint Global Co-ordinators With respect to orders for amounts of up to and including DKK 3 million, reductions have been made mathematically and all amounts of shares have been rounded down to the nearest whole number of shares as follows: o Orders for up to and including 155 shares, corresponding to DKK 23,250, have been allocated in full; o Orders for up to and including 3,333 shares, corresponding to DKK 499,950, have been allocated 155 shares and 20% of the remaining order; and o Orders for more than 3,333 shares have been allocated 790 shares and 5% of the remaining order In addition, 16,666 Offer Shares equal to an amount of DKK 2.5 million have been allocated to the new board member, Jeff Gravenhorst 3-11

4 Nets has today completed the IPO Reorganisation whereby Nets has replaced Nassa Topco AS as the parent company of the Nets group through completion of a series of reorganisation steps as set out in the Offering Circular Further details of the Offering may be found in Appendix A ( Pricing Statement ) The first day of trading and official listing on Nasdaq Copenhagen is expected to be today 23 September 2016 subject to the Offering not being withdrawn prior to settlement and completion of the Offering. The Offer Shares comprised by the Offering (including the new shares) are delivered in the form of temporary purchase certificates under the temporary ISIN (DK ). On Thursday 29 September 2016, the temporary purchase certificates will be automatically exchanged in VP SECURITIES A/S for a corresponding number of shares in Nets delivered under the permanent ISIN (DK ) end of day. In connection with the automatic exchange, the temporary purchase certificates will cease to exist. The first day of trading of the temporary purchase certificates on Nasdaq Copenhagen under the symbol NETS TEMP is expected to be today 23 September 2016 in the temporary ISIN, and the last day of trading of the temporary purchase certificates on Nasdaq Copenhagen is expected to be Tuesday 27 September The shares of Nets are expected to be admitted to trading on Nasdaq Copenhagen under the symbol NETS in the permanent ISIN on Wednesday 28 September Accordingly, after trading has closed on Nasdaq Copenhagen on Tuesday 27 September 2016, all future trading in Nets shares on Nasdaq Copenhagen A/S will continue and settle under the permanent ISIN DK under the symbol NETS. Payment for and settlement of the Offer Shares is expected to take place on Tuesday 27 September 2016 by way of delivery of the temporary purchase certificates under the temporary ISIN DK against payment in immediately available funds in Danish kroner in book-entry form to investors accounts with VP SECURITIES A/S and through the facilities of Euroclear Bank S.A./N.A., as operator of the Euroclear System and Clearstream Banking, S.A. Upon completion of the Offering and after payment for the temporary purchase certificates representing the Offer Shares, the capital increase relating to the new shares to be issued by the Company pursuant to the Offering will be registered with the Danish Business Authority, which will take place on Tuesday 27 September If the Offering is terminated or withdrawn before the settlement on Tuesday 27 September 2016: the Offering and any associated arrangements will lapse, all submitted orders will be automatically cancelled, any monies received in respect of the Offering will be returned to the investors without interest (less any transaction costs) and admission to trading and/or official listing of the temporary purchase certificates or the shares on Nasdaq Copenhagen will be cancelled. Consequently, any trades in the temporary purchase certificates and/or shares in Nets effected on or off the market 4-11

5 before settlement of the Offering may subject investors to liability for not being able to deliver the temporary purchase certificates and/ or shares in Nets sold, and investors who have sold or acquired temporary purchase certificates and/or shares on or off the market may incur a loss. All dealings in the temporary purchase certificates and/or Offer Shares prior to settlement of the Offering are for the account of, and at the sole risk of, the parties concerned. As previously announced, Nets plans to use the proceeds it receives from the Offering together with amounts drawn under a new banking facilities agreement to be put in place subject to the completion of the IPO, and a portion of its existing cash to repay existing debt in the Nets group. Bank syndicate and advisors Deutsche Bank, Morgan Stanley and Nordea are acting as Joint Global Co-ordinators and Joint Bookrunners. Danske Bank, DNB Markets, JPMorgan and UBS Investment Bank are acting as Joint Bookrunners. Carnegie, OP Corporate Bank, SEB, SpareBank 1 Markets and Sydbank Markets are acting as Co-Lead Managers. Lazard & Co. Limited is acting as financial advisor to Nets. For additional information, please contact - Ends - Nets A/S Karsten Anker Petersen, Head of Group Communications Lars Østmoe, Head of Investor Relations Powerscourt Peter Ogden, Victoria Palmer-Moore, Karen Le Cannu +44 (0) Important notice This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Nets 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. This announcement and the information contained herein are not for distribution in or into the United States of America. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities 5-11

6 Act ) and may not be offered or sold within the United States absent registration or 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) in reliance on Rule 144A. 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 communication 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 memorandum, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA Member State. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (iii) high net worth entities falling within Article 49(2)(a) (d) of the Order (the persons described in (i) through (iii) 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 document or any of its contents. This announcement does not constitute an offering memorandum 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 Offering Circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the Offering Circular are available from the Company's registered office and, subject to certain exceptions, on the website of the Company. In connection with the offering, the Managers and any of their 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 Offering Circular 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, such Managers and any of their affiliates acting as investors for their own accounts. The Managers 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. 6-11

7 In connection with the offering, Deutsche Bank AG, London Branch (the Stabilising Manager ) (or persons acting on behalf of the Stabilising 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 Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation. Any stabilisation action may begin on or after the date of commencement of trading and official listing of the securities on Nasdaq 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. Lazard, which is authorised and regulated by FCA, is acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the proposed offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein. 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 that 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 ex-pressed 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. 7-11

8 Appendix 1 23 September 2016 NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN PRICING STATEMENT RELATED TO THE OFFERING OF SHARES IN NETS A/S This document constitutes a pricing statement relating to the Offering of Offer Shares described in the offering circular published by Nets A/S (the Company or Nets ) on 13 September 2016 (the Offering Circular ), and should be read in conjunction with the Offering Circular. Terms used and not defined herein have the meaning ascribed to them in the Offering Circular. The Offer Period closed on 22 September 2016 at 11 a.m. (CET) as announced through Nasdaq Copenhagen A/S in the Company s announcement no. 3 dated 21 September The final Offer Price and other Offering statistics are set forth below: 1. OFFERING STATISTICS Offer Price per Offer Share... DKK 150 Total number of Offer Shares offered (assuming the Overallotment Option is not exercised) ,000,000 the Company... 36,666,667 the Selling Shareholders... 68,333,333 Total number of Option Shares (1)... 15,750,000 Total number of Offer Shares offered (assuming the Overallotment Option is exercised in full) by: ,750,000 the Company... 36,666,667 the Selling Shareholders... 84,083,333 Market capitalisation of Nets at the Offer Price... Approximate aggregate gross proceeds receivable by the Company... Approximate aggregate gross proceeds receivable by the Selling Shareholders (assuming the Overallotment Option is not exercised)... Approximate aggregate gross proceeds receivable by the Selling Shareholders (assuming the Overallotment Option is exercised in full)... DKK 30.0 billion DKK 5.5 billion DKK 10.2 billion DKK 12.6 billion 8-11

9 Percentage of outstanding share capital owned by Nets existing shareholders (2) following the Offering (assuming the Overallotment Option is not exercised) % Percentage of outstanding share capital owned by Nets existing shareholders (2) following the Offering (assuming the Overallotment Option is exercised in full) % (1) Additional shares available for purchase by the Joint Global Coordinators at the Offer Price on behalf of the Managers pursuant to the Overallotment Option granted by AB Toscana (Luxembourg) Investment S.à r.l. (the Significant Shareholder ); ATP Private Equity Partners IV K/S managed by the Private Equity Advisors ApS and Via Venture Partners Fond II K/S managed by Via Venture Partners A/S (the ATP Investment Vehicles ) and NH Fintech ApS. (2) Nets existing shareholders include the Significant Shareholder, the ATP Investment Vehicles, members of Nets management through einvestments af 23. marts 2014 ApS; and the NH Fintech ApS indirectly controlled by the Nets CEO and his related parties. 2. SHARE CAPITAL INFORMATION Nets share capital immediately following completion of the Offering will be as follows: No. of Shares Nominal Value (1) Issued share capital (2) ,000,000 DKK 200,000,000 Treasury shares (1) Each Share of Nets has a nominal value of DKK 1. (2) Includes the increase in share capital of 36,666,667 new shares with a total nominal value of DKK 36,666,667, which will take place on 27 September 2016 in connection with settlement of the Offering. See The Offering Authorisation in the Offering Circular. The first day of trading and official listing on Nasdaq Copenhagen is expected to be today 23 September 2016 subject to the Offering not being withdrawn prior to settlement and completion of the Offering. The Shares comprised by the Offering (including the new Shares) are delivered in the form of Temporary Purchase Certificates under the temporary ISIN (DK ). On Thursday 29 September 2016, the temporary purchase certificates will be automatically exchanged in VP SECURITIES A/S for a corresponding number of shares in Nets delivered under the permanent ISIN (DK ) end of day. In connection with the automatic exchange, the Temporary Purchase Certificates will cease to exist. The first day of trading of the Temporary Purchase Certificates on Nasdaq Copenhagen under the symbol NETS TEMP is expected to be today 23 September 2016 in the temporary ISIN, and the last day of trading of the Temporary Purchase Certificates on Nasdaq Copenhagen is expected to be Tuesday 27 September The Shares are expected to be admitted to trading on Nasdaq Copenhagen under the symbol NETS in the permanent ISIN on Wednesday 28 September Accordingly, after trading has closed on Nasdaq Copenhagen on Tuesday 27 September 2016, all future trading in Nets Shares on Nasdaq Copenhagen A/S will continue and settle under the permanent ISIN DK under the symbol NETS. 9-11

10 Payment for and settlement of the Offer Shares is expected to take place on Tuesday 27 September 2016 by way of delivery of the Temporary Purchase Certificates under the temporary ISIN DK against payment in immediately available funds in Danish kroner in book-entry form to investors accounts with VP SECURITIES A/S and through the facilities of Euroclear Bank S.A./N.A., as operator of the Euroclear System and Clearstream Banking, S.A. Upon completion of the Offering and after payment for the Temporary Purchase Certificates representing the Offer Shares, the capital increase relating to the new Shares to be issued by the Company pursuant to the Offering will be registered with the Danish Business Authority, which will take place on Tuesday 27 September If the Offering is terminated or withdrawn before the settlement on Tuesday 27 September 2016: the Offering and any associated arrangements will lapse, all submitted orders will be automatically cancelled, any monies received in respect of the Offering will be returned to the investors without interest (less any transaction costs) and admission to trading and/or official listing of the Temporary Purchase Certificates or the Shares on Nasdaq Copenhagen will be cancelled. Consequently, any trades in the Temporary Purchase Certificates and/or Shares effected on or off the market before settlement of the Offering may subject investors to liability for not being able to deliver the Temporary Purchase Certificates and/ or Shares sold, and investors who have sold or acquired Temporary Purchase Certificates and/or Shares on or off the market may incur a loss. All dealings in the Temporary Purchase Certificates and/or Offer Shares prior to settlement of the Offering are for the account of, and at the sole risk of, the parties concerned. 3. COMPLETION OF THE IPO REORGANISATION Today, Nets has completed the IPO Reorganisation as contemplated. As a result of the IPO Reorganisation, Nets has replaced Nassa Topco AS as the parent company of the Nets group through completion of a series of reorganisation steps as set out in the Offering Circular. Nets was formed for the purpose of being admitted to trading and official listing on Nasdaq Copenhagen as the new parent company of the Nets group. Prior to the IPO Reorganisation, Nets had no material assets or liabilities and did not conduct any operating activities. The table in the section below on Ownership Structure sets out the shareholdings in Nets A/S after the IPO Reorganisation carried out today and before completion of the Offering. 4. OWNERSHIP STRUCTURE The table below sets forth the ownership percentages in Nets (i) after the IPO Reorganisation carried out today and before completion of the Offering and (ii) immediately following completion of the Offering assuming (a) the Overallotment Option is exercised in full and (b) the Overallotment Option is exercised not exercised at all

11 Shareholder Shares owned after the IPO Reorganisation and before completion of the Offering Number of Shares % Shares owned after completion of the Offering assuming the Overallotment Option is exercised in full (1) Number of Shares % Shares owned after completion of the Offering assuming the Overallotment Option is not exercised (1) Number of Shares % AB Toscana (Luxembourg) 140,299, % 65,194, % 80,016, % Investment (2)... ATP Investment Vehicles (3)... 8,173, % 3,797, % 4,661, % NH Fintech (4) , % 285, % 350, % einvestments (5)... 12,670, % 8,396, % 8,396, % MIP Participants... 1,575, % 1,575, % 1,575, % New shareholders ,750, % 105,000, % The Company (treasury shares)... Total ,333, % 200,000, % 200,000, % Shares held by the Board of Directors, the New Board Member, Executive Management and Key Employees (2) Board of Directors Inge K. Hansen... 55, % 41, % 41, % James Brocklebank... Robin Marshall... Monica Caneman... 55, % 41, % 41, % Per-Kristian Halvorsen (5)... 93, % 93, % 93, % Jeff Gravenhorst... 16, % 16, % Executive Management Bo Nilsson (3)... 4,071, % 2,878, % 2.943, % Klaus Pedersen... 1,045, % 783, % 783, % Key Employees Asger Hattel , % 604, % 604, % Susanne Brønnum , % 493, % 493, % Frode Åsheim , % 493, % 493, % Freddy Haraldsen , % 493, % 493, % Pia Jørgensen , % 493, % 493, % Niels Mortensen , % 476, % 476, % Total, Board of Directors, Executive Management and Key Employees (4)... 9,683, % 6,909, % 6,974, % (1) The Shares held by einvestments, MIP Participants, the Existing Board Members and New Board Member, the Executive Management (excluding NH Fintech) and the Key Employees will not be affected by the exercise of the Overallotment Option in full or in part. (2) Includes Shares held by the Existing Board Members or New Board Member, or members of the Executive Management or Key Employees personally or legal entities controlled by them. (3) Includes ownership stakes held by the CEO or his related parties, through NH Fintech ApS and Bamboh ApS, which hold shares in einvestments. (4) Other than as set out in this table no other Existing Board Members or New Board Member, or members of the Executive Management or Key Employees directly or indirectly hold Shares before the Offering, except for James Brocklebank and Robin Marshall, who are both members of the Board of Directors each and holds an indirect economic interest in the Company through Advent and Bain Capital, respectively, which indirectly hold an ownership stake in the Significant Shareholder and who also holds beneficial interests in minority shareholdings in an indirect parent company of the general partners of Advent and Bain Capital, respectively. (5) Per-Kristian Halvorsen did not participate in the Offering together with the other MIP Participants and did therefore not carry out a sale of a portion of his stake held through einvestments