Resurs Holding: Exercise of Over-allotment in Relation to Resurs and Notice of Stabilization

Regulatory News:

Morgan Stanley, Carnegie and Goldman Sachs International ("Joint Global Coordinators”) have notified Resurs Holding AB (publ) ("Resurs”) , Cidron Semper Ltd. and  Waldakt AB (the "Principal Selling Shareholders”)  that the over-allotment option has been exercised in respect of 4,923,883 shares.

In connection with the offering of Resurs’s shares and the initial public offering on Nasdaq Stockholm (the "Offering”), the Principal Selling Shareholders granted the Joint Global Coordinators an option to purchase up to 9,739,999 additional shares during 30 days from the first day of trading of the Company’s shares on Nasdaq Stockholm, 29 April 2016, (the "Stabilisation Period”) to cover potential over-allotments in the Offering (the "Over-Allotment Option”). The Managers have exercised the option in respect of 4,923,883 shares.

All stabilization transactions were carried out between 29 April, 2016 and 27 May, 2016 within a price range of SEK 54.20 to SEK 55.00. The stabilization period has now ended and no further stabilization transactions will be carried out.

Following the exercise of the Over-Allotment Option Cidron Semper Ltd. and Waldakt AB will hold 69,865,318 shares and 57,162,759 shares of the total number of shares in Resurs, respectively, corresponding to an ownership of approximately 34.93 per cent and 28.58 per cent of the total number of shares in Resurs, respectively.

Interval per day

April 29, 2016 SEK 54.25 – 55.00
May 2, 2016 SEK 54.90 – 55.00
May 3, 2016 SEK 54.90 – 55.00
May 4, 2016 SEK 54.95 – 55.00
May 6, 2016 SEK 54.45 – 55.00
May 9, 2016 SEK 54.90 – 55.00
May 10, 2016 SEK 55.00 – 55.00
May 11, 2016 SEK 54.90 – 55.00
May 12, 2016 SEK 54.80 – 55.00
May 13, 2016 SEK 54.20 – 55.00
May 16, 2016 SEK 54.40 – 55.00
May 17, 2016 SEK 54.50 – 55.00
May 18, 2016 SEK 54.95 – 55.00
May 19, 2016 n/a
May 20, 2016 n/a
May 23, 2016 n/a
May 24, 2016 n/a
May 25, 2016 n/a
May 26, 2016 SEK 55.00 – 55.00
May 27, 2016 SEK 54.95 – 55.00
4,816,116 shares in Resurs that Morgan Stanley, acting as stabilization manager on behalf of the Joint Global Coordinators, borrowed from the Principal Selling Shareholders with the purpose of covering the over-allotment in the Offering, have been re-delivered to the Principal Selling Shareholders.

Resurs Holding is required to disclose the information in this press release under the provisions of the Securities Market Act. The information was submitted for publication on the 1st of June 2016 at 08:30 AM CET.

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any member state within the European Economic Area ("EEA”), 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 to investors in that EEA member state who fulfill the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

The securities referred to herein have also not been and will also not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan or Australia. There will be no public offering of the securities described herein in Canada, Japan or Australia.

This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order”) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.

Any offering to acquire or subscribe for the securities referred to in this communication has been made by means of a prospectus that has been provided by the Company and that contains detailed information about the Company and management, as well as financial statements. Since 18 April 2016, the prospectus has been available on Resurs’s website (www.resursholding.se), Carnegie’s website for ongoing offerings (www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden), SEB’s website for prospectuses (www.sebgroup.com/prospectuses) and Nordnet’s website (www.nordnet.se). 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 the prospectus.

Matters discussed in this announcement 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,” "intends,” "estimate,” "will,” "may,” "continue," "should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of the Resurs Group or its ability to operate its banking and insurance businesses and that Resurs does not become a party to any legal or administrative processes that may have a material effect on the Resurs Group. Although Resurs 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 expressed or implied in this release by such forward-looking statements. In addition, the information, opinions, targets and forward-looking statements contained in this announcement are not guarantees of future financial performance and the actual results of Resurs could differ materially from those expressed or implied by these forward-looking statements. Accordingly, Resurs urges readers not to place undue reliance on any of the statements set forth above. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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