Exercise of the over-allotment option


NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
ABG Sundal Collier and Handelsbanken Capital Markets (“Joint Global
Coordinators”) have notified Internationella Engelska Skolan i Sverige Holdings
II AB (publ) (“IES” or the “Company”), Internationella Engelska Skolan i Sverige
Holdings I AB (the ”Selling Shareholder”), a Company controlled by TA
Associates, IES’ founder Barbara Bergström and parts of IES’ management and
employees, that the over-allotment option has been exercised in full in respect
of 1,501,875 existing shares in IES.

In connection with the initial public offering and listing of the Company’s
shares on Nasdaq Stockholm (the “Offering”), the Selling Shareholder granted the
Joint Global Coordinators the option to purchase up to 1,501,875 existing shares
in the Company to cover over-allotments of shares in the Offering (the “Over
-Allotment Option”). The Joint Global Coordinators have today exercised the Over
-Allotment Option in full. No stabilization activities have been carried out
since the listing, and due to the Company’s share price performance, the Joint
Global Coordinators have decided to end the stabilization period.

Description of the Over-Allotment Option

An over-allotment option means that the Selling Shareholder in the IPO, if there
is a large demand for shares, has the option to sell more shares in the
offering. In this case the Over-Allotment Option meant that the Selling
Shareholder, in line with what is stated in the prospectus, has sold an
additional 1,501,875 existing shares in IES.

The Over-Allotment Option was issued in order to make it practically possible to
carry out price stabilization transactions during the first 30 calendar days
after the listing of IES’ shares. As the share price development has been good
and stable no price stabilization transactions have been needed and the Joint
Global Coordinators have today decided to terminate the stabilization period.

The use of the Over-Allotment Option has no effect for other existing
shareholders.


For further information, please contact:

Johan Hähnel, Investor Relations at IES
Telephone: +46 (0)70 605 6334
E-mail: johan.hahnel@engelska.se

This information was released for publication at 08.15 CET on 20 October 2016.

About IES

IES is one of the leading independent education providers in Sweden, with
approximately 21,400 students across 30 schools at the start of the 2016/17
academic year, and with students from more than 50 percent of the country’s
municipalities. IES’ schools cover grades 1 of compulsory school up to and
including the third year of upper secondary school. The core focus is on grades
4–9, known internationally as middle school. Within the compulsory school
segment, IES is the leading independent provider in terms of number of students
and operates 9 of the 10 largest independent schools in Sweden.

IES has a clear profile, which is based on three core pillars:

  ·  Command of the English language
  ·  A safe and orderly school environment, in which teachers can teach and
students learn
  ·  High academic expectations and aspirations

Up to 50 percent of teaching is in English, mainly performed by native English
-speaking teachers. More than 600 foreign teachers – mainly from Canada, the US
and the UK – teach at IES’ schools.

www.engelska.se


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. 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 offering in the United States or to
conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is not a prospectus for the purposes of
Directive 2003/71/EC (together with any applicable implementing measures in any
Member State, the “Prospectus Directive”). Investors should not invest in any
securities referred to in this announcement except on the basis of information
contained in the aforementioned prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus
Directive, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive, i.e., only to investors who can receive the offer without an approved
prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that 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”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “Relevant Persons”). This communication must not be acted
on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

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.
Although the Company 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. 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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