The Offering is expected to consist entirely of existing shares in the Company offered by the Selling Shareholders (as defined below).

Nordnet was founded in 1996 and was a pioneer in low-cost electronic securities trading in the Nordics. Since its foundation, Nordnet has been focused on the digital customer experience, with the overall objective of democratising savings and investments.

Nordnet’s business benefits from a long-term trend of customer migration from incumbent banks to digital savings platforms. Nordnet is the only pan-Nordic digital savings and investments platform operating at scale, and as a result is well placed to capitalise on this underlying market trend across the Nordic region. As a result of enhanced user experience and accelerated product innovation in recent years, Nordnet has seen a considerable increase in customer activity and engagement, as well as a significant increase in market shares across the Nordic countries resulting in an accelerating growth trajectory.

Lars-Åke Norling, CEO of Nordnet, comments:

“Over the past few months we have been through a strategic review, during which we have met with a lot of stakeholders. There has been strong interest in our pan-Nordic digital platform for savings and investments, and the general view is that Nordnet is an attractively positioned company embarking on an exciting journey. We address a SEK 10 trillion Nordic market for savings and investments, and despite the fantastic growth we have seen the past years, we have just started to realise our potential. The online savings segment is growing due to strong macro trends such as increasing disposable income, the need for individuals to take more responsibility over their pension savings, and the rapid migration from incumbent banks to online platforms. Nordnet’s strong brand and user-friendly pan-Nordic platform give us a unique position to capitalise on this structural shift. It is now time to take the next step in our journey. A listing will further build our profile and brand awareness while offering shareholders, including our employees and customers, the opportunity to be part of our continued growth journey”.

Tom Dinkelspiel, Chairman of the Öhman Group and Chairman of the board of Nordnet, comments:

”As founder and major owner ever since Nordnet started in 1996, we are strong supporters of the company and its mission to democratise savings and investments and challenge traditional structures. I am proud of what we and Nordic Capital have achieved during private ownership. Over the past four years, we have made significant investments in Nordnet’s platform to secure growth, scalability and a world-class customer experience. We are committed to Nordnet and will remain significant shareholders also in the future, and look forward to continue taking an active part in fulfilling Nordnet’s ambition to build the best platform for savings and investments”.

Christian Frick, Partner at Nordic Capital Advisors and board member in Nordnet, comments:

“Nordic Capital invests in companies with the potential to become best-in-class, and Nordnet has gone from strength to strength during the past four years. The people, technology and customer experience are now in place to take the company to the next level, and Nordnet is well positioned for future profitable growth. As a leading digital bank with a unique position in the Nordic savings and investment market, Nordnet stands stronger than ever”.

The board of directors and the executive management team of Nordnet, together with the Company’s principal shareholders, the Öhman Group and Nordic Capital, believe that the time is now appropriate for a re-listing of Nordnet. The Öhman Group will remain a substantial shareholder following the listing and is committed to participate in the future development and growth of Nordnet. Nordic Capital will also retain board representation and ownership in the Company following the IPO and the listing and intends to continue to support the Company’s development going forward.

Furthermore, Nordnet’s board of directors and executive management team are of the opinion that a listing on Nasdaq Stockholm will benefit the Company by strengthening the Company’s profile through increased brand awareness at a time of accelerated growth and development. It is also Nordnet’s belief that the opportunity to own shares in Nordnet may lead to increased engagement from employees as well as customers. The board of directors and executive management team, supported by the Selling Shareholders (as defined below), consider the Offering and the listing to be a logical and important next step in Nordnet’s development.

Nasdaq Stockholm’s listing committee has made the assessment that the Company fulfils the applicable listing requirements. Nasdaq Stockholm will approve an application for admission to trading of the Company’s shares on Nasdaq Stockholm, provided that certain conditions are fulfilled, including that the Company submits such application and fulfils the distribution requirement. Depending on market conditions, the Offering and listing on Nasdaq Stockholm is expected to be completed in 2020.

The Offering in brief

Should the Company proceed with the IPO, the Offering is expected to include the following:

A public offer to the general public in Sweden, Norway, Denmark and Finland; and
A directed offer to institutional investors in Sweden and other jurisdictions in accordance with applicable laws and exemptions.

The offering to institutional investors will only be made (i) to certain institutional investors outside the United States, pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”); and (ii) in the United States, only to those reasonably believed to be Qualified Institutional Buyers (“QIBs”) in reliance on Rule 144A under the U.S. Securities Act and “qualified purchasers” as defined under the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”).

The Offering is expected to consist entirely of existing shares in the Company offered by Cidron Danube S.à r.l. (a company indirectly controlled by Nordic Capital), E. Öhman J:or Intressenter AB and E. Öhman J:or Intressenter II AB (the “Selling Shareholders”). The shares that are offered by the Selling Shareholders are expected to also include a minor sale of existing shares by and on behalf of other shareholders in the Company, including board members and members of the executive management team. The board members and executive management team will reinvest the vast majority of their existing stake in the IPO. Immediately prior to the IPO, Nordic Capital will hold approximately 40% of the shares, the Öhman Group will hold more than 55% of the shares and board members and employees of Nordnet will hold less than 5% of the shares in the Company.

The Company, the Selling Shareholders, the board members and the executive management team have for the benefit of the Joint Global Coordinators, with certain exceptions, agreed on certain lock-up undertakings for a period of 180 days after the first day of trading (for the Selling Shareholders and the Company) and 365 days (for board members and executive management team), not to transfer or dispose of their respective shareholdings in Nordnet without prior written consent from the Joint Global Coordinators (so called lock-up period). In addition, the CEO of Nordnet has, for the benefit of the Company, with certain exceptions, agreed on a lock-up undertaking for a period of 24 months after the first day of trading, not to transfer or dispose of his shareholding in Nordnet without prior written consent from the Company.