Completion of accelerated bookbuild offering of existing shares in NTG Nordic Transport Group A/S

Company announcement no. 24 – 21
1 December 2021

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Completion of accelerated bookbuild offering of existing shares in NTG Nordic Transport Group A/S

With reference to company announcement no. 23 – 21 published on 30 November 2021, NTG Nordic Transport Group A/S (“NTG”) has received information that 1) Vindtunneln Holding AB has agreed to sell 225,000 existing shares in NTG, equivalent to approximately 1.0% of the total share capital of NTG, 2) ML Invest Køge ApS has agreed to sell 131,570 existing shares in NTG, equivalent to approximately 0.6% of the total share capital of NTG, 3) Holdingselskabet af 7. marts 2019 ApS has agreed to sell 1,029,430 existing shares in NTG, equivalent to approximately 4.5% of the total share capital of NTG, and 4) Jesper Ellegaard Petersen has agreed to sell 14,000 existing shares in NTG, equivalent to approximately 0.1% of the total share capital of NTG, in each case at a price of DKK 460 per share (the “Transaction”). Due to strong investor demand, the sellers decided to increase the number of shares in NTG subject to the Transaction with 100,000 existing shares, such that the total number of existing shares in NTG sold in the Transaction is 1,400,000 shares, equivalent to approximately 6.2% of the total share capital of NTG.

Danske Bank A/S and Nordea Danmark, Filial af Nordea Bank Abp, Finland acted as Joint Global Coordinators and Joint Bookrunners and Skandinaviska Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige, acted as Joint Bookrunner in the Transaction (the “Managers”).

NTG has as part of the Transaction agreed to acquire a total of 200,000 shares at a price of DKK 460 per share, corresponding to approximately 0.9% of the total share capital of NTG. Following completion of the acquisition, NTG owns a total of 515,751 treasury shares, corresponding to approximately 2.3% of the total share capital of NTG. The purpose of the repurchase is to acquire minority shareholders’ shares in NTG subsidiaries against NTG-shares under the “Ring-the-Bell” concept, cover obligations arising under the share-based incentive program, and potentially for other purposes such as payment in relation to potential M&A transactions.

Each of ML Invest Køge ApS, Vindtunneln Holding AB and Jesper Ellegaard Petersen have undertaken a 180-day lock-up towards the Managers, subject to certain customary exceptions. Furthermore, Holdingselskabet af 7. marts 2019 ApS has undertaken a 90-day lock-up towards the Managers, subject to certain customary exceptions.

NTG will not receive any proceeds from the Transaction.

Additional information

For additional information, please contact:

Investor relations
Christian D. Jakobsen, Group CFO                                     +45 42 12 80 99
                                                                                           ir@ntg.com
Press
Mathias Jensen-Vinstrup, Executive Vice President       +45 42 12 80 90
                                                                                          press@ntg.com

Important notice

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA.

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH A “RELEVANT MEMBER STATE”), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 (AS AMENDED OR SUPERSEDED, THE “PROSPECTUS REGULATION”).

THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2 (E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”).

IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK PROSPECTUS REGULATION”) WHO ARE (I) “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF THE ORDER AND/OR (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE ORDER, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS (“RELEVANT PERSONS”). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.

IN DENMARK, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.

THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND EACH OF THEIR AFFILIATES ARE ACTING EXCLUSIVELY FOR THE SELLERS AND NO ONE ELSE IN CONNECTION WITH THE OFFERING. THEY WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS IN RELATION TO THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN SELLERS 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.

Attachment

• Company announcement no. 24 – 21