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THE MATERIAL CONTAINED ON THIS WEBSITE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. BY SELECTING “I AGREE” BELOW YOU ARE DEEMED TO REPRESENT THAT YOU ARE NOT LOCATED IN THE UNITED STATES NOR ARE YOU A U.S. PERSON AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). REVIEWING THIS MATERIAL IN BREACH OF THIS REPRESENTATION MAY CAUSE A VIOLATION OF UNITED STATES SECURITIES LAWS.
This material, to which you will gain access, relates to the planned offering of shares in Scandic Hotels Group AB (publ) (the “Company”) that will comprise a public offering in Sweden. This material is an advertisement and not a prospectus or other offering document for the purposes of applicable measures implementing EU Directive 2003/71/EC (such Directive, together with such applicable measures, the “Prospectus Directive”) and as such does not constitute an offer to sell or subscribe for or the solicitation of an offer to subscribe for or purchase securities.
A prospectus (the “Prospectus”) will be prepared by the Company in both Swedish and English language versions in respect of the public offering of the Company’s shares in Sweden and for the admission to trading of the Company’s shares on the regulated market Nasdaq Stockholm (“Nasdaq Stockholm”). The Swedish version of the Prospectus will be approved by and registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the provisions of Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella instrument), implementing the European Parliament and Council Directive 2003/71/EC. The Prospectus will (subject to legal restrictions) be made available on the Company’s website (www.scandichotelsgroup.com) and on the website of Skandinaviska Enskilda Banken (www.sebgroup.com/prospectuses). No public offering outside of Sweden will be made.
It may be unlawful to distribute the material, to which you will gain access, in certain jurisdictions. Please note that the material is not intended for publication or dissemination in any jurisdiction where such publication or dissemination may be unlawful in accordance with the applicable laws. Within the European Economic Area in the member states other than Sweden this material is only available to qualified investors within the meaning of Article 2(1)(e) of Prospectus Directive and/or in other circumstances falling within Article 3(2) of the Prospectus Directive.
These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the Securities Act. In particular, the shares in the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The shares in the Company will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada, Australia or Japan. Accordingly, unless an exemption under the relevant securities law is applicable, any shares in the Company may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the shares in the Company in the United States.
Neither the Prospectus nor the securities covered thereby have been or will be registered, approved or notified in any country other than Sweden, specifically in accordance with the Prospectus Directive or the Securities Act and they cannot be offered or sold outside the territory of Sweden (including within the territory of other countries of the European Union or the United States of America) unless in any relevant state such offer, subscription or sale could be done in compliance with the law without the need for the Company or its advisors to comply with any additional legal requirements. Any investor who resides or has its registered office outside Sweden is required to inform itself of the relevant provisions of Swedish law as well as any restrictions under the applicable law of any other jurisdiction. Any failure to comply with such restrictions could result in a violation of applicable securities regulations.