Exercise of the over-allotment option in the IPO of TF Bank and end of stabilisation period

Carnegie Investment Bank AB and ABG Sundal Collier AB (jointly the “Banks”) have notified TF Bank AB (publ) (“TF Bank”) and the selling shareholders (the “Selling Shareholders[1]”) that the over-allotment option has been exercised in respect of 812,919 shares in TF Bank and that the stabilisation period has ended.

In connection with the initial public offering of TF Bank, the Selling Shareholders granted the Banks a so-called over-allotment option of up to 849,126 shares, to be used to cover the so-called over-allotment of shares. During the stabilisation, which ran for 30 days from the first day of trading in the Company’s shares on Nasdaq Stockholm the stabilisation has been carried out to the prices outlined below. Accordingly, 36,207 of the shares in TF Bank that the Banks borrowed from the Selling Shareholders with the purpose of covering the overallotment in connection with the initial public offering will be re-delivered to the Selling Shareholders. The stabilisation period has now ended and no further stabilisation transactions will be carried out.

Stabilisation prices per day

June 14, 2016                           SEK 77

June 27, 2016                           SEK 77

June 28, 2016                           SEK 77

June 29, 2016                           SEK 77

June 30, 2016                           SEK 77

July 1, 2016                               SEK 77

July 4, 2016                               SEK 77

July 5, 2016                               SEK 77

July 6, 2016                               SEK 77

July 7, 2016                               SEK 77

July 8, 2016                               SEK 77 

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TF Bank in brief

TF Bank is an online-based niche bank offering consumer banking services through a highly automated, in house developed, IT platform. The Company’s IT platform is designed for scalability and adaptability to different products, jurisdictions, currencies and digital banking solutions. TF Bank conducts banking operations with deposits and lending to retail customers in Sweden and Finland, lending to retail customers in Norway, Poland, Denmark, Estonia and Latvia.



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.

The securities referred to in this announcement may not be offered or sold to investors in Hong Kong by means of this or any document, other than (a) to “professional investors” within the meaning of Section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) (the “SFO”) and any rules made under the SFO or (b) to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent.

A prospectus prepared in accordance with the Prospectus Directive has been published and is held available on TF Bank’s website (www.tfbankgroup.com) and Carnegie’s website for ongoing offerings (www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden). 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 a 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 TF Bank or its ability to operate its banking businesses and that TF Bank does not become a party to any legal or administrative processes that may have a material effect on TF Bank. Although TF Bank 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 TF Bank could differ materially from those expressed or implied by these forward-looking statements. Accordingly, TF Bank 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.

[1] TFB Holding AB, Merizole Holding Ltd, Förvaltningsaktiebolaget Segersta, Gurrfinans AB, Aktiebolaget Add Value, Mattias Carlsson, KAAX Investment AB, Tiberon AB, AB Monarda, Pehr Petersson, TPS Investment AB and Johannes Rintaniemi